Amended and Restated Commitment Letter, dated as of May 15, 2018, by and among T-Mobile USA, Inc. and the financial institutions party thereto

Very truly yours,

BARCLAYS BANK PLC

/s/ Robert Chen

Name:

Robert Chen

Title:

Managing Director

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

By

/s/ Judith E. Smith

Name:

Judith E. Smith

Title:

Authorized Signatory

By

/s/ D. Andrew Maletta

Name:

D. Andrew Maletta

Title:

Authorized Signatory

CREDIT SUISSE LOAN FUNDING LLC

by

/s/ Jeb Slowik

Name:

Jeb Slowik

Title:

Managing Director

DEUTSCHE BANK AG NEW YORK BRANCH

By

/s/ Scott Sartorius

Name:

Scott Sartorius

Title:

Managing Director

By

/s/ Christopher Blum

Name:

Christopher Blum

Title:

Managing Director

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH

By

/s/ Scott Sartorius

Name:

Scott Sartorius

Title:

Managing Director

By

/s/ Christopher Blum

Name:

Christopher Blum

Title:

Managing Director

DEUTSCHE BANK SECURITIES INC.

By

/s/ Scott Sartorius

Name:

Scott Sartorius

Title:

Managing Director

By

/s/ Christopher Blum

Name:

Christopher Blum

Title:

Managing Director

GOLDMAN SACHS LENDING PARTNERS LLC

by

/s/ Robert Ehudin

Name:

Robert Ehudin

Title:

Authorized Signatory

GOLDMAN SACHS BANK USA

by

/s/ Robert Ehudin

Name:

Robert Ehudin

Title:

Authorized Signatory

MORGAN STANLEY SENIOR FUNDING, INC.

by

/s/ Reagan Philipp

Name:

Reagan Philipp

Title:

Authorized Signatory

ROYAL BANK OF CANADA

by

/s/ James S. Wolfe

Name:

James S. Wolfe

Title:

Managing Director

BNP PARIBAS

By

/s/ Barbara E. Nash

Name:

Barbara E. Nash

Title:

Managing Director

By

/s/ Maria Mulic

Name:

Maria Mulic

Title:

Director

BNP PARIBAS SECURITIES CORP.

By

/s/ Nicole Rodriguez

Name:

Nicole Rodriguez

Title:

Director

By

/s/ Brendan Heneghan

Name:

Brendan Heneghan

Title:

Director

COMMERZBANK AG, NEW YORK BRANCH

By

/s/ Ignacio Campillo

Name:

Ignacio Campillo

Title:

Head of Corporate Finance &

Client Coverage North America

By

/s/ Paolo de Alessandrini

Name:

Paolo de Alessandrini

Title:

Managing Director, TMT Sector

Head Amercas

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

By

/s/ Gary Herzog

Name:

Gary Herzog

Title:

Managing Director

By

/s/ Jill Wong

Name:

Jill Wong

Title:

Director

TD SECURITIES (USA) LLC

By

/s/ William Balassone

Name:

William Balassone

Title:

Managing Director

THE TORONTO-DOMINION BANK, NEW YORK BRANCH

By

/s/ Pradeep Mehra

Name:

Pradeep Mehra

Title:

Authorized Signatory

WELLS FARGO BANK, NATIONAL ASSOCIATION

By

/s/ Matthew Pfeiffer

Name:

Matthew Pfeiffer

Title:

Vice President

WELLS FARGO SECURITIES, LLC

By

/s/ Marc A. Birenbaum

Name:

Marc A. Birenbaum

Title:

Managing Director

BANCO SANTANDER, S.A., NEW YORK BRANCH

By

/s/ Rita Walz-Cuccioli

Name:

Rita Walz-Cuccioli

Title:

Executive Director Banco
Santander, S.A., New York Branch

By

Name:

Terence Corcoran

Title:

Executive Director Banco
Santander, S.A., New York Branch

SG AMERICAS SECURITIES, LLC

By

/s/ Jonathan Logan

Name:

Jonathan Logan

Title:

Director

SOCIETÉ GENERALE

by

/s/ Jonathan Logan

Name:

Jonathan Logan

Title:

Director

SUNTRUST BANK

By

/s/ David J. Sharp

Name:

David J. Sharp

Title:

Director

SUNTRUST ROBINSON HUMPHREY, INC.

By

/s/ Peter Almond

Name:

Peter Almond

Title:

Managing Director

NATIONAL WESTMINSTER BANK plc

By

/s/ Nathan Stromberg

Name:

Nathan Stromberg

Title:

Managing Director

NATWEST MARKETS PLC

By

/s/ Nathan Stromberg

Name:

Nathan Stromberg

Title:

Managing Director

U.S. BANK NATIONAL ASSOCIATION

By

/s/ Eugene Butera

Name:

Eugene Butera

Title:

Vice President

T-MOBILE USA, INC.,

By

/s/ J. Braxton Carter

Name:

J. Braxton Carter

Title:

Chief Financial Officer

Borrower:

T-Mobile USA, Inc., a Delaware corporation (the “Borrower”).

Facilities:

A US$4.0 billion five-year revolving credit facility (the “Revolving Credit Facility”) and a US$7.0 billion seven-year term loan facility (the “Term Loan Facility”, and together with the Revolving Credit Facility, the “Senior Credit Facilities”).

Joint Lead Arrangers and Joint Lead Bookrunners:

Barclays, CSLF, DBSI, GS Bank, MSSF and RBCCM (in such capacities, the “Lead Arrangers”).

Other Bookrunners:

BNPPSC, Commerzbank, CACIB, TD Securities and Wells Fargo Securities will act as bookrunners for the Revolving Credit Facility and as co-managers for the Term Loan Facility (in such capacities, the “Other Bookunners”).

Co-Managers:

Banco Santander, SGAS, STRH, NatWest and U.S. Bank (in such capacities, the “Co-Managers” and, together with the Other Bookrunners and the Lead Arrangers, the “Arrangers”).

Administrative and Collateral Agent:

DBNY (in such capacities, the “Senior Administrative Agent” and the “Senior Collateral Agent”).

Syndication Agents:

Barclays, CSLF, DBSI, GS Bank, MSSF and RBCCM.

Lenders:

A syndicate of lenders reasonably acceptable to the Borrower, including Barclays, CS, DBNY, Goldman Sachs, MSSF, RBC, BNP, Commerzbank, CACIB, TD Bank, Wells Fargo Bank, Banco Santander, SG, SunTrust, NatWest and U.S. Bank and excluding Disqualified Lenders (collectively, the “Lenders”).

Transactions:

The Company intends to acquire (the “Acquisition”), all the issued and outstanding equity interests Sprint Corporation (“Sprint”), pursuant to a Business Combination Agreement, dated as of April 29, 2018, by and among the Company, Sprint and the other parties thereto (the “Business Combination Agreement”).  In connection with the foregoing, the Company will (a) obtain the Senior Credit Facilities, (b) obtain the Secured Bridge Facility (as defined in Exhibit B), the Unsecured Bridge Facility (as defined in Exhibit C), and/or the Permanent Financing, (c) consummate the Refinancing (as defined in the Fee Letter), and (d) pay the fees and expenses incurred in connection with the foregoing.  It is anticipated that all or a portion of the Secured Bridge Facility and/or the Unsecured Bridge Facility may be replaced or refinanced by, among

other things, (i) the issuance of unsecured notes (any such unsecured notes issued prior to or on the Closing Date, the “Initial Unsecured Notes”) or secured notes (any such secured notes issued prior to or on the Closing Date, the “Initial Secured Notes”) of the Borrower or its subsidiaries in a public offering or in a Rule 144A or other private placement and/or (ii) other financing entered into by the Borrower or its subsidiaries the proceeds of which are used or required to be used to reduce the commitments in respect of the Bridge Facilities or if the Bridge Facilities have been funded, to repay the loans thereunder (any combination of clauses (i) and (ii), collectively, the “Permanent Financing”).  The transactions described in this paragraph are collectively referred to as the “Transactions”.

Availability:

The Term Loan Facility will be available in a single drawing on the Closing Date.  Amounts borrowed under the Term Loan Facility that are repaid or prepaid may not be reborrowed.

The Revolving Credit Facility will be available from and after the Closing Date.  Amounts repaid under the Revolving Credit Facility may be reborrowed, subject to the limitations set forth herein.

Guarantors:

T-Mobile US, Inc. (“Parent”), each subsidiary of Parent that, directly or indirectly, owns equity interests of the Borrower and each wholly-owned U.S. restricted subsidiary of the Borrower (including, from and after the Closing Date, Sprint and each of its wholly-owned U.S. restricted subsidiaries), other than each Excluded Subsidiary, will guarantee (the “Guarantees”) the Senior Credit Facilities, the Permitted Secured Hedging Obligations and the Permitted Cash Management Obligations, subject to the same exceptions and limitations (if any) applicable to such Guarantor’s guarantee of the Borrower’s obligations under the senior notes issued by the Borrower and outstanding as of the Original Signing Date (the “Existing T-Mobile Notes”).

“Excluded Subsidiary” will be defined in a customary manner to be agreed, and in any case exclude:

i.                  “Immaterial Subsidiaries” (to be defined as any subsidiary having less than 2.5% of the Borrower’s consolidated total assets; provided that the aggregate total assets of all immaterial subsidiaries shall not exceed 5.0% of the Borrower’s consolidated total assets);

ii.               direct or indirect domestic subsidiaries of any foreign subsidiary of the Borrower that is a controlled foreign corporation for U.S. federal income tax purposes (a “CFC”);

iii.            any domestic subsidiary that owns no material assets (directly or through subsidiaries) other than equity interests of one or more foreign subsidiaries of the Borrower that are CFCs (a “FSHCO”);

iv.           any insurance subsidiary;

v.              any subsidiary organized in a jurisdiction other than the United States, any State thereof or the District of Columbia (including, for the avoidance of doubt, any subsidiary organized in a territory of the United States);

vi.           existing and future spectrum SPVs (each, a “Spectrum SPV”), receivables SPVs and tower SPVs;

vii.        any subsidiary that is prohibited from guaranteeing the obligations under the loan documents by any applicable law or that would require consent, approval, license or authorization of a governmental authority to guarantee such obligations (unless such consent, approval, license or authorization has been received);

viii.     each subsidiary that is prohibited by any applicable contractual requirement on the Closing Date or on the date of the acquisition of such subsidiary (not created in contemplation of the acquisition by the Borrower of such subsidiary) from guaranteeing the obligations under the loan documents (and for so long as such restriction or any replacement or renewal thereof is in effect);

ix.           any other subsidiary if in the reasonable good faith determination of the Borrower in consultation with the Senior Administrative Agent, a guarantee by such subsidiary would result in materially adverse tax or regulatory consequences to the Borrower or any of its subsidiaries; and

x.              any other subsidiary with respect to which the Senior Administrative Agent reasonably agrees that the cost or other consequences of providing a guarantee is likely to be excessive in relation to the value to be afforded thereby.

Notwithstanding the foregoing or anything herein to the contrary, (I) each of Sprint and its subsidiaries will not be required to guarantee the Senior Credit Facilities until the first date on or after the Closing Date that Sprint or such subsidiary actually guarantees the Existing T-Mobile Notes; (II) the guarantees of the Senior Credit Facilities by Sprint, Sprint Communications, Inc. (“Sprint Communications”) and Sprint Capital Corp. (“Sprint Capital”, and together with Sprint and Sprint Communications, the “Unsecured Guarantors”) will not be secured; and (III) each Subsidiary of the Parent that guarantees any of the Existing T-Mobile Notes will guarantee the Senior Credit Facilities.

In addition, notwithstanding anything contained herein to the contrary, no Guarantor shall be jointly and severally liable or guarantee or

provide any collateral as security for any Permitted Secured Hedging Obligations if, and to the extent that such liability or such guaranty of such swap obligation is or becomes illegal under the Commodity Exchange Act.

Security:

Subject to the limitations set forth below in this section and the Documentation Provision, the obligations of the Borrower and each Guarantor (other than each Unsecured Guarantor and each SPV Holdco for which the Borrower has made an Unsecured SPV Holdco Election (as defined below)) in respect of the Senior Credit Facilities, (unless the Borrower otherwise elects by notice to the Senior Administrative Agent at the time it enters into such obligation or the agreement governing such obligation) any hedging obligations of the Borrower owed to a Lender, the Senior Administrative Agent, the Arrangers or their respective affiliates or to an entity that was a Lender, the Senior Administrative Agent, Arranger or affiliate thereof at the time of such transaction (“Permitted Secured Hedging Obligations”) and (unless the Borrower otherwise elects by notice to the Senior Administrative Agent at the time it enters into such obligation or the agreement governing such obligation) any treasury management obligations of the Borrower owed to a Lender, the Senior Administrative Agent, the Arrangers or their respective affiliates or to an entity that was a Lender, the Senior Administrative Agent, Arranger or affiliate thereof at the time of such transaction (“Permitted Cash Management Obligations”) will be secured by the following: a perfected first priority (subject to liens permitted under the Senior Credit Facilities) security interest in substantially all of its tangible and intangible personal property assets, including U.S. intellectual property, licenses, permits, material intercompany indebtedness, and all of the capital stock directly owned by the Borrower and each such Guarantor (but limited in the case of voting stock of any CFC or FSHCO to 65% of the voting stock of such CFC or FSHCO) (the items described above, but excluding the Excluded Assets (as defined below), collectively, the “Collateral”).

Notwithstanding anything to the contrary, the Collateral shall exclude the following:

i.                  any interest in real property;

ii.               motor vehicles and other assets subject to certificates of title (except to the extent perfection can be obtained by filing of financing statements), letter of credit rights (except to the extent perfection can be obtained by filing of financing statements) and commercial tort claims (except to the extent perfection can be obtained by filing of financing statements);

iii.            any lease, license or other similar agreement or any property subject to a purchase money security interest, capital lease or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or other agreement or purchase money arrangement, capital lease, or similar arrangement or create a right of termination in favor of any other party thereto (other than a Borrower or a

Guarantor) after giving effect to the applicable anti-assignment provisions of applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition;

iv.           any “intent to use” trademark applications prior to the issuance of a statement of use with respect thereto;

v.              (i) any governmental licenses or state or local franchises, licenses, permits, charters and authorizations, to the extent security interests therein are prohibited or restricted thereby and (ii) any equity in a regulated subsidiary or any asset owned by a regulated subsidiary to the extent prohibited by any law, rule or regulation or that would if pledged, in the good faith judgment of Parent, result in adverse regulatory consequences or impair the conduct of the business of Parent or such subsidiaries, in each case of clauses (i) and (ii) after giving effect to the applicable anti-assignment provisions of applicable law;

vi.           any equity interests of (a) unrestricted subsidiaries, (b) Parent, (c) any Immaterial Subsidiary, (d) any captive insurance subsidiaries, (e) any not-for-profit subsidiaries, (f) any receivables SPVs and tower SPVs,  and (g) any person that is not a wholly-owned restricted subsidiary to the extent the granting of a security interest therein would violate the terms of such person’s organizational documents or any shareholders’ agreement or joint venture agreement relating to such person;

vii.        assets securing any permitted receivables transaction;

viii.     any assets to the extent a pledge thereof would be prohibited by applicable law, rule or regulation after giving effect to the applicable anti-assignment provisions of applicable law, or by any applicable contractual requirement on the Closing Date or on the date of the acquisition of such subsidiary (not created in contemplation of the acquisition by the Borrower of such subsidiary) (and for so long as such restriction or any replacement or renewal thereof is in effect);

ix.           any assets to the extent a security interest in such assets would result in material adverse tax consequences (including as a result of any law or regulation in any applicable jurisdiction similar to Section 956 of the Internal Revenue Code) as reasonably determined by the Borrower in consultation with the Senior Administrative Agent;

x.              margin stock;

xi.           any assets as to which the Senior Collateral Agent reasonably determines in consultation with the Borrower that the costs of obtaining a security interest are excessive in relation to the

value of the security afforded thereby;

xii.        any assets (including equity interests) held by a Spectrum SPV;

xiii.     for the avoidance of doubt, any assets held by an Unsecured Guarantor and, if the Borrower makes the Unsecured SPV Holdco Election, any assets (any equity interests issued by any Spectrum SPV) held by the applicable SPV Holdco;

xiv.    FCC Licenses, but solely to the extent that at any time the Senior Administrative Agent may not validly possess a security interest directly in the FCC Licenses pursuant to the Communications Act of 1934, as amended, and the regulations promulgated thereunder, as in effect at such time provided that, to the maximum extent permitted by law, the economic value of the FCC Licenses, all rights incident or appurtenant to the FCC Licenses and the right to receive all monies, consideration and proceeds derived from or in connection with the sale, assignment or transfer of the FCC License, shall not be excluded pursuant to this clause (xiii); and

xv.       other exceptions to be mutually agreed upon (the foregoing described in clauses (i) through (xiv) are collectively, the “Excluded Assets”).

In addition, in no event shall (1) deposit or securities account control agreements or control, lockbox or similar arrangements be required, (2) notices be required to be sent to account debtors or other contractual third parties unless an event of default has occurred and is continuing or (3) foreign-law governed security documents or perfection under foreign law be required.

The liens on the Collateral securing the Senior Credit Facilities will rank equally and ratably with the liens securing the Secured Bridge Facility and/or any Permanent Financing designated by the Borrower, existing and future secured spectrum leases under which the Borrower or any of its restricted subsidiaries are a party, and other secured debt or other obligations permitted to be incurred on an equal and ratable basis from time to time consistent with the Precedent Senior Credit Agreement, pursuant to a customary intercreditor or collateral trust agreement. Such intercreditor or collateral trust agreement will provide for control of collateral release decisions and other terms necessary to ensure that Section 314(d) of the Trust Indenture Act is inapplicable to any secured notes (including the Initial Secured Notes) secured thereunder.

Notwithstanding the foregoing or anything herein to the contrary, (i) no liens shall secure obligations of Sprint, Sprint Communications or Sprint Capital under the Guarantees thereof and (ii) to the extent that the granting, or continuation, of any lien or security interest on any assets of Sprint or any subsidiary of Sprint would require any Unsecured Guarantor’s existing senior notes to be secured on an equal and ratable

basis, such lien shall not be required to be granted, or shall be released.

If the Borrower or any Subsidiary sells, transfers, conveys or otherwise disposes of any FCC Licenses or other spectrum or related property or assets to a Spectrum SPV in connection with the incurrence of Indebtedness by such Spectrum SPV, the liens on such property or assets securing the Senior Credit Facilities will be automatically released.

At any time or from time to time, the Borrower may by written notice to the Senior Administrative Agent elect (a “Unsecured SPV Holdco Election”) to cause the Guarantee by any Subsidiary that owns no material assets other than equity interests in one or more Spectrum SPVs or a holding company of one or more Spectrum SPVs (any such Subsidiary, a “SPV Holdco”) to become unsecured, so long as from and after such election the applicable SPV Holdco does not guarantee (except on a subordinated basis) the Existing T-Mobile Notes, the Unsecured Bridge Facility or any other Indebtedness, other than (a) the Secured Bridge Facility, (b) any Initial Secured Notes or other secured notes, (c) any other Indebtedness that is secured equal and ratably with the Senior Credit Facilities, the Secured Bridge Facility and/or the Initial Secured Notes, or (d) any Indebtedness of subsidiaries of such SPV Holdco.

Unrestricted Subsidiaries:

The definitive documents for the Senior Credit Facilities will contain customary provisions allowing the Borrower to, subject to no event of default, designate any restricted subsidiary as an unrestricted subsidiary or any unrestricted subsidiary as a restricted subsidiary. Unrestricted subsidiaries shall not be subject to the representations, warranties, covenants and events of default and the indebtedness, interest expense and results of operations of unrestricted subsidiaries will be excluded from financial calculations; provided that, the net income of any unrestricted subsidiary may be included in any period to the extent of any cash dividends actually paid in such period by such unrestricted subsidiaries to the Borrower or any of its restricted subsidiaries. The designation of an unrestricted subsidiary shall be deemed to be an investment in an amount equal to the fair market value of such subsidiary at the time of such designation and shall be subject to the restrictions on investments. The redesignation of an unrestricted subsidiary as a restricted subsidiary shall be deemed to be a return of investments equal to the fair market value of the subsidiary at the time of such redesignation and the incurrence at the time of such redesignation of any indebtedness and liens of such unrestricted subsidiary existing at such time.

On the Closing Date, the Borrower may designate as unrestricted subsidiaries (1) any receivables or towers SPV entities and (2) any subsidiaries which are also designated as unrestricted subsidiaries for purposes of the Borrower’s existing senior notes, in each case without any reduction of the borrower’s investment baskets.

Use of Proceeds:

The proceeds of the Term Loan Facility will be used by the Borrower on the Closing Date, together with cash on hand and/or drawings on

other committed financing, to finance the Refinancing and the other Transactions, and otherwise for working capital and general corporate purposes of the Borrower and its subsidiaries (including permitted acquisitions, capital expenditures and permitted distributions).

The proceeds of the Revolving Credit Loans will be used (i) on the Closing Date, together with cash on hand and drawings on other committed financing, to finance the Refinancing and the other Transactions and (ii) on and after the Closing Date for the working capital and general corporate purposes of the Borrower and its subsidiaries (including permitted acquisitions, capital expenditures and permitted distributions). It is understood and agreed that Letters of Credit may be issued on the Closing Date to replace or provide credit support for any existing letters of credit of Sprint and its subsidiaries (including by “grandfathering” such existing letters of credit into the Revolving Credit Facility).

Maturity:

The Revolving Credit Facility will mature on the five-year anniversary of the Closing Date and, prior to the final maturity thereof, will not be subject to any scheduled amortization.

The Term Loan Facility will mature on the seven-year anniversary of the Closing Date and will amortize at a rate of 1% per annum (payable in four (4) equal quarterly installments, beginning after the first full quarter ending after the Closing Date), with the balance payable on the seventh anniversary of the Closing Date.

The definitive documents for the Senior Credit Facilities shall provide the right for individual Lenders under the Revolving Credit Facility and/or the Term Loan Facility to agree to extend the maturity date of the outstanding commitments under such Facility upon the request of the Borrower and without the consent of any other Lender pursuant to customary procedures to be agreed; provided, that no existing Lender will have any obligation to commit to any such extension; and, provided, further, that the commitment fees and/or interest rate payable with respect to the extended portion of the Revolving Credit Facility and/or Term Loan Facility may be increased as may be agreed with the extending Lenders, with such extension not subject to any financial test or “most favored nation” pricing provision.

Incremental Facilities:

The definitive documentation with respect to the Senior Credit Facilities will permit the Borrower to add one or more incremental term loan facilities to the Senior Credit Facilities (each, an “Incremental Term Facility” and the loans made under such facility or facilities, the “Incremental Term Loans”) and/or increase commitments under the Revolving Credit Facility (any such increase, an “Incremental Revolving Increase”; the Incremental Term Facilities and the Incremental Revolving Increases are collectively referred to as “Incremental Facilities”) in an aggregate principal amount for all such increases and incremental facilities not to exceed the sum of (a) the greater of (i) $22.0 billion and (ii) 1.00x Consolidated Cash Flow, (b)(i) the amount of any voluntary repayments of the Term Loan Facility (and/or any incremental term loan facility) other than those funded with

the proceeds of long-term indebtedness and (ii) the amount of any permanent reduction in the commitments in respect of the Revolving Credit Facility (and/or any incremental revolving credit facility) other than those funded with the proceeds of long-term indebtedness, and (c) an unlimited amount, so long as on a pro forma basis after giving effect to the incurrence of any such Incremental Facility and the use of the proceeds thereof (and after giving effect to any acquisition consummated concurrently therewith and all other appropriate pro forma adjustment events and calculated (x) as if any Incremental Revolving Increase were fully drawn on the effective date thereof and (y) excluding any cash constituting proceeds of any Incremental Facility), with respect to any Incremental Facilities secured on an equal and ratable basis to the Senior Credit Facilities, the First Lien Secured Net Leverage Ratio(4) (to be defined in the definitive documentation for the Senior Credit Facilities) does not exceed 2.00 to 1.00 (or, with respect to any Incremental Facilities secured on a junior basis to the Senior Credit Facilities, the Senior Secured Net Leverage Ratio (to be defined in the definitive documentation for the Senior Credit Facilities) does not exceed 2.50 to 1.00, or with respect to any unsecured Incremental Facilities, the Total Net Leverage Ratio (to be defined in the definitive documentation for the Senior Credit Facilities) does not exceed 6.00 to 1.00) (provided that (I) Incremental Facilities will be deemed to be incurred under the foregoing clause (c) before clauses (a) and (b) and (II) to the extent amounts are incurred concurrently under the foregoing clauses (a), (b) and (c), the applicable ratio may exceed the applicable ratio level set forth in clause (c) to the extent of such amounts incurred in reliance on clauses (a) and (b)), provided that:

i.                  no existing Lender will be required to participate in any such Incremental Facility without its consent;

ii.               no event of default under the Senior Credit Facilities would exist after giving effect thereto (provided that, in the case of Incremental Facilities used to finance a permitted acquisition and to the extent the lenders participating in such Incremental Facility agree, this clause (ii) shall be tested at the time of the execution of the acquisition agreement related to such permitted acquisition);

iii.            all of the representations and warranties contained in the definitive documentation for the Senior Credit Facilities shall be true and correct in all material respects (or, in all respects, if qualified by materiality); provided that in the case of Incremental Term Facilities used to finance a permitted acquisition and to the extent the lenders participating in such Incremental Term Facility agree, this clause (iii) shall be

subject only to customary “specified representations” and “acquisition agreement representations” (i.e., those representations of the seller or the target (as applicable) in the applicable acquisition agreement that are material to the interests of the Lenders and only to the extent that the Company or its applicable subsidiary has the right to terminate its obligations under the applicable acquisition agreement as a result of the failure of such representations to be accurate);

iv.           the maturity date of any such Incremental Term Facility shall be no earlier than the maturity date of the Term Loan Facility and the weighted average life of such Incremental Term Facility shall not be shorter than the then longest remaining weighted average life of the Term Loan Facility (in each case, other than with respect to (I) any Incremental Term Facility with amortization in excess of 1% per year that are marketed principally to commercial banks (as determined by the Borrower), (II) up to $5 billion of Incremental Facilities and (III) any “bridge loan” facilities that automatically convert or exchange into long-term debt otherwise meeting the requirements of this clause (iv) subject only to customary conditions and (IV) any Incremental Term Facility incurred to refinance the Secured Bridge Facility);

v.              in the case of an Incremental Revolving Increase, the maturity date of such Incremental Revolving Increase shall be the same as the maturity date of the Revolving Credit Facility, such Incremental Revolving Increase shall require no scheduled amortization or mandatory commitment reduction prior to the final maturity of the Revolving Credit Facility and the Incremental Revolving Increase shall be on the same terms and pursuant to the exact same documentation applicable to the Revolving Credit Facility;

vi.           the Incremental Facilities will not be guaranteed by any subsidiaries of the Parent that do not guarantee the Senior Credit Facilities and, if secured, will be secured on an equal and ratable basis or junior basis by the same Collateral (as defined above) securing the Senior Credit Facilities;

vii.        any Incremental Term Facility shall share not greater than ratably in any mandatory prepayments of the Term Loan Facility and such Incremental Term Facility;

viii.     any Incremental Term Facility shall otherwise be on terms (including pricing and fees) and pursuant to documentation to be determined by the Borrowers and the Additional Incremental Lenders (as defined below) providing the Incremental Term Facility; provided that to the extent such terms (other than pricing and fees) and documentation are not consistent with the applicable Senior Credit Facility (except to the extent permitted above in clauses (i)-(vii)), they shall be reasonably satisfactory

to the Senior Administrative Agent (it being understood that, to the extent that any term is added for the benefit of any Incremental Term Facility, no consent shall be required from Lenders under the Term Loan Facility to the extent that such term is (a) also added for the benefit of the Term Loan Facility or (b) is only applicable after the maturity of the Term Loan Facility);

ix.           the Company shall be in compliance with the Financial Covenant on a pro forma basis (provided that, in the case of Incremental Facilities used to finance a Limited Condition Acquisition (to be defined in a manner to be agreed) and to the extent the lenders participating in such Incremental Facility agree, this clause (ix) and compliance with any representations, warranties, defaults or events of default shall be tested at the time of the execution of the acquisition agreement related to such Limited Condition Acquisition).

The definitive documentation with respect to the Senior Credit Facilities will not include any financial test with respect to the Incremental Facilities (other than as expressly set forth above).

The Borrowers may seek commitments in respect of the Incremental Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other lenders (other than Disqualified Lenders) who will become Lenders in connection therewith (“Additional Incremental Lenders”); provided, further, that solely with respect to any Incremental Revolving Increase, the Senior Administrative Agent and the Issuing Lenders shall have consent rights (not to be unreasonably withheld, conditioned or delayed) with respect to such Additional Incremental Lender, if such consent would be required for an assignment of Revolving Loans or commitments, as applicable, to such Additional Incremental Lender.

The Senior Credit Facilities will permit the Borrower to utilize availability under the Incremental Facilities to issue notes that are (at the option of the Borrower) unsecured or secured by the Collateral on an equal and ratable or junior basis (“Incremental Notes”); provided that such notes:

i.                  do not mature prior to the date that is 91 days after the final stated maturity of, or have a shorter weighted average life than, loans under the initial Term Loans;

ii.               do not require mandatory prepayments to be made except, in the case of secured Incremental Notes, to the extent required to be applied pro rata to the Term Facility and any other equal and ratable secured debt;

iii.            to the extent secured, shall not be secured by any lien on any asset of any Borrower or any Guarantor (as defined below) that

does not also secure the Term Facility, or be guaranteed by any person other than the Guarantors;

iv.           to the extent secured, shall be secured on an equal and ratable basis to the Senior Secured Credit Facility or a junior basis to the Senior Secured Credit Facilities; and

v.              to the extent secured, shall be subject to intercreditor terms reasonably agreed between the Borrower and the Senior Administrative Agent.

Refinancing Facilities:

The definitive documentation with respect to the Senior Credit Facilities will permit the Borrower to refinance loans under the Term Loan Facility, indebtedness under the Initial Secured Notes and any other secured notes or other obligations ranking equally and ratably with the Senior Credit Facilities and any prior Refinancing Facility or replace commitments under the Revolving Credit Facility from time to time, in whole or part, with one or more new term facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”), respectively, with the consent of the Borrower and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility or with one or more additional series of senior unsecured notes or loans or senior secured notes or loans that will be secured by the Collateral on a equal and ratable basis with the Credit Facilities or secured notes or loans that are junior in right of security in the Collateral (any such notes or loans, “Refinancing Notes”); provided that

i.                  any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life than, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale and change of control offers) that could result in prepayments of such Refinancing Notes prior to, the loans under the Term Loan Facility or other obligations being refinanced or repaid;

ii.               any Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the revolving commitments being replaced;

iii.            there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not the Borrower or the Guarantors;

iv.           with respect to (1) Refinancing Notes or (2) any Refinancing Term Facility secured by liens on the Collateral that are junior in priority to the liens on the Collateral securing the Senior Credit Facilities, such agreements or liens will be subject to a

customary intercreditor agreement;

v.              the covenants and events of default applicable to the Refinancing Facilities or Refinancing Notes shall either be no more restrictive taken as a whole as determined in good faith by the Borrower than the terms applicable to the Term Loan Facility or Revolving Credit Facility, as applicable, or such terms and conditions shall not apply until all then outstanding Revolving Commitments and Term Loans are no longer outstanding (unless such more restrictive terms are also added for the benefit of the existing Senior Credit Facilities); and

vi.           the aggregate principal amount of any Refinancing Facility or Refinancing Notes shall not be greater than the aggregate principal amount (or committed amount) of the Term Loan Facility, Revolving Credit Facility or other obligations (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loan Facility, Revolving Credit Facility or other obligations being refinanced or replaced will be permanently reduced, retired, redeemed or called for redemption substantially simultaneously with the issuance thereof.

Letters of Credit:

A portion of the Revolving Credit Facility not in excess of $1,000,000,000 shall be available for the issuance of standby letters of credit (the “Letters of Credit”) by each of the Arrangers (or affiliates thereof) and other Lenders designated from time to time by the Borrower (with such Lender’s consent), with such sublimit to be divided among the Arrangers (and their affiliates) based on the amount of their respective commitments under the Revolving Credit Facility on the Closing Date (in such capacity, each, an “Issuing Lender”), which Letters of Credit shall be risk participated to all Lenders with commitments under the Revolving Credit Facility on a pro rata basis, to support obligations of the Borrower and its restricted subsidiaries.  The face amount of any outstanding Letters of Credit will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis.  No Letter of Credit shall have an expiration date after the earlier of (i) one year after the date of issuance, unless otherwise agreed by the Issuing Lender and (ii) five business days prior to the maturity date of the Revolving Credit Facility; provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods (which shall in no event extend beyond the date referred to in clause (ii) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender).

Drawings under any Letter of Credit shall be reimbursed by the Borrower (whether with the Borrower’s own funds or with the proceeds of Revolving Credit Loans) on the immediately succeeding business day.  To the extent that the Borrower does not so reimburse the Issuing Lender, the Lenders under the Revolving Credit Facility shall be irrevocably and unconditionally obligated to reimburse the Issuing

Lender on a pro rata basis based on their respective Revolving Credit Facility commitments.

Interest Rates and Fees:

As set forth on Annex I hereto.

Optional Commitment Reduction and Prepayment:

The Borrower will be permitted, upon written notice, to terminate in whole, or from time to time reduce in part, the commitments of the Lenders under the Senior Credit Facilities without penalty, in minimum amounts equal to the lesser of US$50,000,000 and the commitment of such Lender outstanding and in integral multiples of US$10,000,000 over US$50,000,000.

The Borrower will be permitted, upon same day notice for ABR loans and at least three business days’ notice for Eurodollar loans, to prepay loans under the Senior Credit Facilities in whole or in part, in minimum amounts equal to the lesser of US$50,000,000 and the amount outstanding and in integral multiples of US$10,000,000 over US$50,000,000.

Prepayment Premium:

In the event that, prior to the date that is six months after the Closing Date, the Borrower (i) makes any repayment, prepayment or repurchase of loans under the Term Loan Facility in connection with any Repricing Event (as defined below) or (ii) effects any amendment of the definitive documentation for the Senior Credit Facilities resulting in a Repricing Event, the Borrower shall pay to the Administrative Agent on the date of effectiveness of such Repricing Event, for the ratable account of each of the Lender (x) in the case of clause (i), a prepayment premium of 1.00% of the aggregate principal amount of the loans under the Term Loan Facility so being prepaid, repaid or purchased and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate principal amount of the loans under the Term Loan Facility that are the subject of such Repricing Event and outstanding immediately prior to such amendment.

“Repricing Event”:  (a) any repayment, prepayment or repurchase of all or a portion of the loans under the Term Loan Facility with the proceeds of, or any conversion of loans under the Term Loan Facility into, any new or replacement debt financing (including new term loans under the definitive documentation for the Senior Credit Facilities) bearing interest with an all-in yield (as reasonably determined by the Administrative Agent in consultation with the Borrower and taking into account interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life to maturity of such term loans and (B) four years), but excluding any bona fide arrangement, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared ratably with all lenders or holders of such debt financing in their capacities as lenders or holders of such debt financing) less than the all-in yield applicable to the loans under the Term Loan Facility (determined on the same basis as provided in the preceding parenthetical) and (b) any amendment (including pursuant to a replacement term loan) to the loans under the Term Loan Facility or any tranche thereof, in each case of clauses (a)

and (b) above, if the primary purpose of such repayment, prepayment or repurchase (as reasonably determined by the Administrative Agent in consultation with the Borrower) is to lower the all-in yield applicable to the loans under the Term Loan Facility that are repaid, prepaid or repurchased using the proceeds thereof (as determined on the same basis as provided in clause (a)). It is understood that “Repricing Events” shall not include any repayment, prepayment or refinancing of all or a portion of the Loans under the Term Loan Facility in connection with a “Change of Control” or a Specified Acquisition (as defined below).

“Specified Acquisition”:  any acquisition that is either (a) not permitted by definitive documentation for the Senior Credit Facilities immediately prior to the consummation of such acquisition or (b) if permitted by the definitive documentation for the Senior Credit Facilities immediately prior to the consummation of such acquisition, would not provide Parent and its subsidiaries with adequate flexibility under the definitive documentation for the Senior Credit Facilities for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

Mandatory Commitment Reduction and Prepayment:

The following amounts will be applied to prepay loans under the Term Loan Facility, in each case consistent with the Credit Agreement Documentation Principles:

·                  100% of the Net Cash Proceeds of any incurrence of Indebtedness after the Closing Date (other than indebtedness permitted under the definitive documents for the Senior Credit Facilities) by the Borrower or any of its restricted subsidiaries;

·                  100% (stepping down to 75% and 50% at First Lien Secured Net Leverage Ratios to be agreed) of the net cash proceeds in excess of an annual threshold to be mutually and reasonably agreed of any non-ordinary course Asset Sales (as defined in the Existing T-Mobile Notes) after the Closing Date of assets by the Borrower or any of its restricted subsidiaries ((subject to exceptions (including reinvestment rights and the ability to repay pari passu indebtedness ratably) consistent with the Precedent Senior Credit Agreement).  Any Lender may elect not to accept its pro rata portion of any mandatory prepayment (each a “Declining Lender”).  Any prepayment amount declined by a Declining Lender (“Declined Amounts”) may be retained by the Borrower and shall increase the amount available under the restricted payment “builder basket”; and

·                  50% (stepping down to 25% and 0% at First Lien Secured Net Leverage Ratios 0.25x and 0.50x less than the closing date First Lien Secured Net Leverage Ratio, respectively) of Excess Cash Flow (to be defined in a manner to be agreed consistent with the Credit Agreement Documentation Principles, but in any event to be net the amount of funds expended during the applicable year in respect of permitted restricted payments, capital expenditures, acquisitions and other permitted investments and

repayments and prepayments of indebtedness, in each case, to the extent not funded with the proceeds of long-term indebtedness); and without duplication of the foregoing, such repayments will be reduced dollar-for-dollar by the amount of any voluntary repayments of the Term Loan Facilities or the Revolving Credit Facility, to the extent such prepayments of the Revolving Credit Facility are accompanied by a permanent commitment reduction, and to any other debt (that is secured on a equal and ratable basis with the Secured Facilities) for each fiscal year of the Borrower, commencing with  full fiscal year ending December 31, 2020.

Notwithstanding the foregoing, the Term Loan Facility shall not be required to be repaid with the proceeds of Asset Sales pursuant to the second bullet point above to the extent the Borrower optionally reduces the commitments in respect of the Secured Bridge Facility (or, if such facilities have been funded, to repay any of the loans thereunder) by the amount of such mandatory reduction of the Term Loan Facility otherwise required hereby.

Prepayments Generally:

All prepayments of loans under the Senior Credit Facilities will be subject to, in the case of Eurodollar loans, compensation for breakage costs incurred by the Lenders if occurring other than on the last day of an interest period, but otherwise without penalty.

Documentation:

The Senior Credit Facilities will be documented under a credit agreement that will be substantially similar to, and no less favorable to the Borrower than, the Borrower’s existing Term Loan Credit Agreement, dated as of November 9, 2015 (as amended) with Deutsche Bank AG New York Branch, as administrative and collateral agent (with changes to delete references to DT as a lender thereunder) (the “Precedent Senior Credit Agreement”), except that (a) the negative covenants and related definitions therein shall be based on, and no less favorable to the Borrower than, the Borrower’s 4.750% Senior Notes due 2028 (as amended from time to time, the “Reference Notes”) (provided, however, that (I) changes in covenants upon achievement of investment grade ratings shall not apply, (II) basket sizes and thresholds shall be increased to reflect the increased size of the combined company, (III) the ability to have unlimited equal and ratable liens shall be removed, and (IV) customary SPV undertakings by each Spectrum SPV or other securitization entity that is a Restricted Subsidiary shall be permitted), (b) such changes shall be made thereto as are set forth on Annex II or as are necessary or reasonably appropriate to reflect the terms set forth in this Exhibit A and in the Commitment Letter to which this Exhibit A is attached, but in any event no less favorable to the borrower (the “Credit Agreement Documentation Principles”), (c) customary EU bail-in provisions shall be included in the definitive documentation for the Senior Credit Facilities and (d) a customary lender ERISA representation shall be included in the definitive documentation for the Senior Credit Facilities.  The security documents will be based on those entered into in connection with the Precedent

Senior Credit Agreement.  The intercreditor agreement will be based on a precedent mutually and reasonably determined by the Borrower and the Arrangers. The Precedent Senior Credit Agreement and the related loan documents shall be modified as mutually agreed to reflect the administrative and operational requirements of the Senior Administrative Agent.

Representations
and Warranties:

Based on, and not less favorable to the Borrower than, the Credit Agreement Documentation Principles and limited to financial condition; no change; existence, compliance with law; power, authorization, enforceable obligations; no legal bar; litigation; no default; ownership of property, liens; intellectual property; taxes; federal regulations; labor matters; ERISA; Investment Company Act; use of proceeds; environmental matters; accuracy of information; security documents; solvency; PATRIOT Act, FCPA and OFAC and other EU laws with respect to sanctions.

Conditions Precedent
to Funding:

The borrowings and other extensions of credit under the Senior Credit Facilities on the Closing Date will be subject solely to the Funding Conditions.

Except with respect to borrowings and other credit extensions on the Closing Date, each borrowing and each other extension of credit shall be subject only to the following conditions precedent: (i) delivery of notice of borrowing or request for issuance of letter of credit; (ii) accuracy of all representations and warranties in all material respects (provided, that any representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)); and (iii) the absence of defaults or events of default at the time of, or immediately after giving effect to the making of, such extension of credit; provided, that with respect to any Incremental Facility incurred in connection with a Limited Condition Acquisition, at the election of the Borrower, clauses (ii) and (iii) shall be tested at the time the agreement for such Limited Condition Acquisition is entered into.

Certain Funds:

In the event the definitive documentation for the Senior Credit Facilities is entered into prior to the Closing Date other than an Escrow Funding (as defined in the Fee Letter) on the date any escrow credit agreement is entered into (the date such documentation is entered into, the “Effective Date”), then during the period from and including the Effective Date until after the funding of the loans on the Closing Date and the use of the proceeds thereof to consummate the Transactions (the “Certain Funds Period”), and notwithstanding (i) that any representation or warranty made on the Effective Date (excluding the Specified Representations) was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants and negative covenants, (iii) any provision to the contrary in the definitive documentation for the Senior Credit Facilities or otherwise, or (iv) that any condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfied, neither the Senior Administrative Agent nor any Lender shall be entitled to (1) cancel any of its commitments under the

Senior Credit Facilities (except as set forth in “Mandatory Commitment Reduction and Prepayment” above), (2) rescind, terminate or cancel the definitive documentation for the Senior Credit Facilities or exercise any right or remedy or make or enforce any claim under such definitive documentation, the related notes, the related fee letter or that it otherwise may have to the extent to do so would prevent, limit or delay the making of its loan on the Closing Date and the use of the proceeds thereof to consummate the Transactions, (3) refuse to make its loan; provided that the Funding Conditions have been satisfied; or (4) exercise any right of set-off or counterclaim in respect of its loan to the extent to do so would prevent, limit or delay the making of its loan on the Closing Date and the use of the proceeds thereof to consummate the Transactions. Notwithstanding anything to the contrary provided herein, (A) the rights and remedies of the Lenders and the Senior Administrative Agent shall not be limited in the event that any Funding Condition is not satisfied or waived on the Closing Date and (B) immediately after the expiration of the Certain Funds Period, all of the rights and remedies of the Senior Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing.

Clean-up Period

From the Closing Date until the date that is 60 days thereafter, any breach of a covenant, inaccuracy of or inability to make a representation or warranty (other than the Specified Representations) or any default or Event of Default (other than a Specified Event of Default) by reason of any matter or circumstance relating to Sprint or its subsidiaries will be deemed not to be a breach of a covenant, an inaccuracy of or failure to make a representation or warranty or a default or Event of Default if it (i) does not have a material adverse effect on the consolidated results of operations or financial condition of the Borrower and its subsidiaries (including Sprint and its subsidiaries) taken as a whole, such that the Borrower and its subsidiaries (including Sprint and its subsidiaries) taken as a whole would be unable to perform the payment obligations under the Senior Credit Facilities; (ii) was not knowingly procured or approved by the Borrower; (iii) is capable of remedy and reasonable steps are being taken to remedy it; and (iv) is not a breach of the covenants relating to the accession of Guarantors beyond the earlier of thirty (30) days after the Closing Date or the date on which any required Guarantor actually guarantees the Existing T-Mobile Notes.

Affirmative Covenants:

Consistent with the Credit Agreement Documentation Principles and limited to delivery of annual and quarterly financial statements and other information; delivery of notices of defaults or events of default; delivery of notice of certain ERISA events; delivery of notices of material litigation; delivery of notices of material adverse effect; information; quarterly lender calls (which will be satisfied by the Borrower’s routine quarterly earnings calls); payment of obligations; maintenance of existence and compliance with laws (including FCPA, Patriot Act and OFAC and other EU laws with respect to sanctions); maintenance of properties and insurance; inspection of property and books and records; environmental laws; additional collateral and subsidiaries; use of proceeds; further assurances; maintenance of ratings

(but no specific ratings); and designation of unrestricted subsidiaries.

Negative Covenants:

Consistent with the Credit Agreement Documentation Principles and limited to Restricted Payments, Dividend and Other Payment Restrictions Affecting Subsidiaries, Incurrence of Indebtedness and Issuance of Preferred Stock, Asset Sales, Transactions with Affiliates, Liens, Business Activities and Merger, Consolidation or Sale of Assets, with additional carve-outs including (I) a carve-out to permit equal and ratable liens or junior liens on Collateral securing Incremental Facilities, Incremental Notes, the Initial Secured Notes and other Indebtedness meeting customary requirements consistent with the Precedent Senior Credit Agreement (including refinancing debt in respect of the foregoing), (II)  the other changes identified on Annex II and (III) other changes to be agreed.

Financial Covenants:

Revolving Credit Facility: Maximum First Lien Secured Net Leverage Ratio of 3.30 to 1.00, tested quarterly starting at the end of the first full fiscal quarter following the Closing Date.

Term Loan Facility: None.

Events of Default:

Consistent with the Credit Agreement Documentation Principles and limited to nonpayment of principal; nonpayment of interest, fees or other amounts (subject to a five business day grace period); inaccuracy of representations and warranties in any material respect; noncompliance with covenants (subject in the case of affirmative covenants (other than use of proceeds, maintenance of the Borrower’s existence and delivery of notices of default) to 30-day grace period after written notice, and with respect to the financial covenant, a breach shall only result in an event of default with respect to the Term Loan Facility when the Lenders in respect of the Revolving Credit Facility have terminated the commitments under the Revolving Credit Facility and accelerated any loans under the Revolving Credit Facility then outstanding); bankruptcy and insolvency events with respect to the Parent, the Borrower and “significant subsidiaries”; (subject to a customary grace period for involuntary events); ERISA; change of control triggering event; invalidity of any material Guarantees, security interests with respect to a material portion of the collateral or the Intercreditor Agreement, cross-acceleration and cross-payment default with respect to material indebtedness of Parent, the Borrower or any of its “significant subsidiaries” (or a group of restricted subsidiaries that together would constitute a “significant subsidiary”); and unsatisfied monetary judgments in excess of an amount to be agreed.

Cost and Yield Protection:

The credit agreement for the Senior Credit Facilities will contain cost and yield protection provisions consistent with the Credit Agreement Documentation Principles.

Defaulting Lenders:

The credit agreement for the Senior Credit Facilities will contain “defaulting lender” provisions consistent with the Credit Agreement Documentation Principles.

Voting Rights:

(x) Until the expiration of the Certain Funds Period, amendments, waivers and consents will require only the approval of the Arrangers and (y) thereafter, amendments, waivers and consents will require the approval of Lenders holding a majority of the aggregate amount of the loans and unused commitments under the Senior Credit Facilities; provided that, at any time, the consent of all affected Lenders will be required with respect to certain matters as set forth in the Precedent Senior Credit Agreement, including (a) reductions in the unpaid principal amount or extensions of the scheduled final maturity date for the payment of principal of any loan, (b) reductions in interest rates or fees or extensions of the dates for payment thereof, and (c) increases in the amounts or extensions of the expiry date of the Lenders’ commitments, and the consent of 100% of the Lenders will be required with respect to (i) modifications of the pro rata sharing or “waterfall” provisions of the credit agreement and (ii) modifications to any of the voting percentages. Amendments and waivers of the financial covenant shall only require the approval of Lenders holding more than 50% of the aggregate amount of the commitments under the Revolving Credit Facility (other than any Defaulting Lender).

Assignments and Participations:

The Borrower may not assign its rights or obligations under the Senior Credit Facilities without the prior written consent of the Lenders. Lenders will be permitted to assign and sell participations in loans and commitments, subject to the limitations set forth in the Commitment Letter and below. Assignments will be subject to the prior consent of (a) the Senior Administrative Agent (not to be unreasonably withheld) and (b) the Borrower (not to be unreasonably withheld, conditioned or delayed) except that such consent of the Borrower (x) shall not be required (i) in the case of assignments to another Lender or an affiliate of a Lender or to approved funds and (ii) after the occurrence and during the continuance of a payment or bankruptcy event of default and (y) in each case, shall be deemed to have been given if the Borrower has not responded within 10 business days of a written request for such consent. In the case of partial assignments (other than to another Lender or to an affiliate of a Lender), the minimum assignment amount will be US$1,000,000 unless otherwise agreed by the Borrower and the Senior Administrative Agent. Each assignment will be subject to the payment of a service fee of US$3,500 to the Senior Administrative Agent by the parties to such assignment. Lenders may sell participations without restriction, and participants will have benefits with regard to yield protection and increased costs consistent with the Precedent Senior Credit Agreement. Voting rights of participants will be limited consistent with the Precedent Senior Credit Agreement. Unless the Borrower otherwise agrees in writing, each Lender shall at all times retain exclusive control over all its rights and obligations with respect to the Senior Credit Facilities and its commitments in respect thereof, including all rights with respect to consents, modifications, supplements, waivers and amendments of the definitive documentation with respect to the Senior Credit Facilities. The Senior Credit Facilities will contain customary restrictions on assignment to Disqualified Lenders.

Expenses and Indemnification:

The Borrower will pay (a) all reasonable and documented out-of-pocket expenses of the Senior Administrative Agent, the Initial Lenders and the Arrangers and their affiliates associated with (i) the arrangement and syndication of the Senior Credit Facilities and (ii) the preparation, execution and delivery of the credit documentation and any amendment or waiver with respect thereto (including the reasonable fees, charges and disbursements of one firm of outside counsel (and, if deemed reasonably necessary by such persons, one firm of regulatory counsel and/or one firm of local counsel in each appropriate jurisdiction)), (b) all reasonable and documented out-of-pocket expenses of the Senior Administrative Agent in connection with the administration (other than routine administrative procedures and excluding costs and expenses relating to assignments and participations of lenders) of the credit documentation and (c) all reasonable and documented out-of-pocket expenses of the Senior Administrative Agent and the Lenders (including the fees, charges and disbursements of counsel) in connection with the enforcement of the credit documentation.

The Borrower will indemnify the Senior Administrative Agent, the Arrangers, the other Lenders and their affiliates, and each of the respective officers, directors, employees, advisors, agents and controlling persons of the foregoing, and hold them harmless from and against all losses, claims, damages and liabilities, and reasonable and documented out of pocket expenses reasonably related thereto (including reasonable and documented fees, disbursements and other charges of one firm of outside counsel (and, if deemed reasonably necessary by such persons, one firm of regulatory counsel and/or one firm of local counsel in each appropriate jurisdiction, and, in the case of an actual or perceived conflict of interest for any indemnitee, one firm of counsel (and, if deemed reasonably necessary by such indemnitee, one firm of regulatory and/or one firm of local counsel in each appropriate jurisdiction) for such indemnitee) and liabilities arising in connection with the Senior Credit Facilities and the transactions contemplated hereby (including the Acquisition), except to the extent such costs, expenses and liabilities (a) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such indemnitee, any of its Related Persons or a material breach of the definitive documentation for the Senior Credit Facilities of such indemnitee or any of its Related Persons or (b) result from any claim, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its affiliates and that is brought by an indemnitee against any other indemnitee other than claims against the Senior Administrative Agent or any Initial Lender or Arranger in its capacity in fulfilling its role as an agent or arranger or any other similar role under the Senior Credit Facilities. No party to the definitive credit agreement for the Senior Credit Facilities shall be liable for any special, indirect, consequential or punitive damages in connection with the Senior Credit Facilities, the definitive credit agreement for the Senior Credit Facilities or its activities related thereto; provided that nothing contained in this sentence will limit the Borrower’s indemnity and reimbursement obligations set forth in this section.

Governing Law and Jurisdiction:

New York; provided that (a) the interpretation of Material Adverse Effect and whether a Material Adverse Effect has occurred, (b) the accuracy of any Business Combination Agreement Representations and whether as a result of a breach thereof the Borrower (or any of the Borrower’s subsidiaries) has the right under the Business Combination Agreement not to consummate the Acquisition as a result of such representations in the Business Combination Agreement being inaccurate and (c) whether the Acquisition has been consummated in accordance with the Business Combination Agreement, shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

Bail-In:

The definitive documentation for the Senior Credit Facilities will contain a customary Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

Counsel to Arrangers and Senior Administrative Agent:

Cahill Gordon & Reindel LLP

Interest Rates:

Interest will be payable on loans under the Term Loan Facility at the following rates per annum:

(a)                 in the case of Eurodollar loans, Adjusted LIBOR plus the Applicable Margin per annum, and

(b)                 in the case of ABR loans, the ABR plus the Applicable Margin per annum.

Interest will be payable on loans under the Revolving Credit  Facility at the following rates per annum:

(a)                 in the case of Eurodollar loans, Adjusted LIBOR plus the Applicable Margin per annum, and

(b) in the case of ABR loans, the ABR plus the Applicable Margin per annum.

As used herein:

“Adjusted LIBOR” means the London Interbank Offered Rate (adjusted for statutory reserve requirements); provided that Adjusted LIBOR shall in all cases not be less than 0%. The definitive documentation for the Senior Credit Facilities shall include successor LIBOR provisions reasonably acceptable to the Senior Administrative Agent and the Borrower.

“ABR” means the highest of (a) the Senior Administrative Agent’s Prime Rate, (b) the Federal Funds Effective Rate plus ½ of 1% and (c) the Adjusted LIBOR for a one month interest period on any day plus 1%.

“Applicable Margin” means (x) with respect to the Term Loan Facility, Adjusted LIBOR plus 1.75% or ABR plus 0.75% and (y) with respect to the Revolving Credit Facility, Adjusted LIBOR plus 1.25% or ABR plus 0.25%.

From and after the date of delivery of the Borrower’s financial statements for the first full fiscal quarter ended after the Closing Date, (i) interest rate margins under the Term Loan Facility will be subject to one 25 bps reduction based upon a First Lien Secured Net Leverage Ratio level to be agreed (the “Term Loan Pricing Step-Down”) and (ii) interest rate margins under the Revolving Credit Facility will be subject to an agreed amount of 25 bps reductions based upon First Lien Secured Net Leverage Ratio levels to be agreed.

change in the Prime Rate to be effective as of the date of publication in The Wall Street Journal of a “Prime Lending Rate” that is different from that published on the preceding domestic business day); provided, that in the event that The Wall Street Journal shall, for any reason, fail or cease to publish the Prime Lending Rate, the Senior Administrative Agent shall choose a reasonably comparable index or source to use as the basis for the Prime Lending Rate.

From and after the Closing Date, the Borrower shall pay a commitment fee calculated on the average daily unused portion of the Revolving Credit Facility at the rate per annum of 0.375%, with one 12.5bps step-up and one 12.5bps step-down at First Lien Secured Net Leverage levels to be agreed.

The Borrower shall pay a commission on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Credit Loans made or maintained as Eurodollar loans on the face amount of each such Letter of Credit.  Such commission shall be shared ratably among the Lenders participating in the Revolving Credit Facility and shall be payable quarterly in arrears.

In addition to letter of credit commissions, a fronting fee calculated at a rate per annum to be agreed upon by the Borrower and the Issuing Lender on the face amount of each Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for its own account.  In addition, customary (as determined by the Issuing Lender) administrative, issuance, amendment, payment and negotiation charges shall be payable to the Issuing Lender for its own account.

Eurodollar Interest Periods:

At the Borrower’s option, 1, 2, 3 or 6 months (or, if agreed by all relevant Lenders, 12 months).  Interest on Eurodollar loans will be payable on the last day of each interest period and upon repayment or prepayment.

Interest Rate Basis:

Interest on Eurodollar loans will be payable in arrears on the basis of a 360-day year (calculated on the basis of the actual number of days elapsed).  Interest on ABR loans will be payable quarterly in arrears on the basis of a 365/366-day year when ABR is based on the Senior Administrative Agent’s Prime Rate and otherwise on a 360-day year (in each case calculated on the basis of the actual number of days elapsed).

Default Rate:

With respect to overdue principal, the applicable interest rate plus 2.00% per annum and, with respect to any other overdue amount, the interest rate applicable to ABR loans under the Senior Credit Facilities plus 2.00% per annum.

Borrower:

T-Mobile USA, Inc., a Delaware corporation (the “Borrower”).

Facility:

US$19.0 billion senior secured 364-day bridge loan facility (the “Secured Bridge Facility”). The amount of the Secured Bridge Facility shall be automatically increased by the amount set forth in any Reallocation Notice delivered by the Borrower to the Arrangers.

“Reallocation Notice” means a notice delivered at any time by the Borrower to the Arrangers at any time on or prior to the Closing Date, pursuant to which the Borrower may unilaterally reallocate all or a portion of the then-outstanding commitments under the Unsecured Bridge Facility for commitments under the Secured Bridge Facility. Upon delivery of the Reallocation Notice to the Arrangers, the amount of commitments specified in the Reallocation Notice under the Unsecured Bridge Facility (which amount shall not exceed the amount of commitments then outstanding under the Unsecured Bridge Facility) shall automatically be deemed to become commitments under the Secured Bridge Facility for all purposes of the Commitment Letter and the Term Sheets (with commitments of lenders under the Unsecured Bridge Facility reallocated on a pro rata basis based on their aggregate then-existing commitments under the Unsecured Bridge Facility), and the amount of the Unsecured Bridge Facility and the Secured Bridge Facility shall be decreased and increased, respectively, by such reallocated amount. The Borrower may deliver a Reallocation Notice on one or more occasions and shall deliver a Reallocation Notice to the extent required by the Fee Letter.

Joint Lead Arrangers
and Joint Lead Bookrunners:

Barclays, CSLF, DBSI, GS Bank, MSSF and RBCCM (in such capacities, the “Lead Arrangers”).

Other Secured Bridge Facility Bookrunners:

BNPPSC, Commerzbank, CACIB, TD Securities and Wells Fargo Securities (in such capacities, the “Other Secured Bridge Facility Bookunners”).

Co-Managers:

Banco Santander, SGAS, STRH, NatWest and U.S. Bank (in such capacities, the “Co-Managers” and, together with the Other Secured Bridge Facility Bookrunners and the Co-Managers, the “Arrangers”).

Administrative and Collateral Agent:

GS Bank (in such capacities, the “Secured Bridge Administrative Agent” and the “Secured Bridge Collateral Agent”).

Syndication Agents:

Barclays, CSLF, DBSI, GS Bank, MSSF and RBCCM.

Lenders:

A syndicate of lenders reasonably acceptable to the Borrower, including Barclays, CS, DBCI, Goldman Sachs, MSSF, RBC, BNP, Commerzbank, CACIB, TD Bank, Wells Fargo Bank, Banco Santander, SG, SunTrust, NatWest and U.S. Bank and excluding Disqualified Lenders (collectively, the “Lenders”).

Availability:

The Secured Bridge Facility will be available in a single drawing on the Closing Date. Amounts borrowed under the Secured Bridge Facility that are repaid or prepaid may not be reborrowed.

Guarantors:

Same as Senior Credit Facilities.

Security:

Same as Senior Credit Facilities.

Unrestricted Subsidiaries:

Same as Senior Credit Facilities.

Use of Proceeds:

The proceeds of the Secured Bridge Facility will be used by the Borrower on the Closing Date, together with cash on hand and drawings on other committed financing, to finance the Refinancing and the other Transactions, and otherwise for working capital and general corporate purposes of the Borrower and its subsidiaries (including permitted acquisitions, capital expenditures and permitted distributions).

Maturity:

The Secured Bridge Facility will mature on the day that is 364 days after the Closing Date (the “Initial Maturity Date”), provided that the Initial Maturity Date may be extended to the date that is 546 days after the Closing Date, and subsequently may be further extended to the date that is 728 days after the Closing Date (any such extended date the “Extension Maturity Date”) upon three business days prior written notice by the Borrower to the Secured Bridge Administrative Agent so long as no payment or bankruptcy event of default has occurred and is continuing and the applicable Extension Fee and all other interest and fees due and payable on or prior to the Initial Maturity Date or the first Extension Maturity Date, as the case may be, shall have been paid by the Borrower. The Secured Bridge Facility shall have no required amortization.

Interest Rates and Fees:

As set forth on Annex I hereto.

Optional Commitment Reduction and Prepayment:

The Borrower will be permitted, upon written notice, to terminate in whole, or from time to time reduce in part, the commitments of the Lenders under the Secured Bridge Facility without penalty, in minimum amounts equal to the lesser of US$50,000,000 and the commitment of such Lender outstanding and in integral multiples of US$10,000,000 over US$50,000,000.

The Borrower will be permitted, upon same day notice for ABR loans and at least three business days’ notice for Eurodollar loans, to prepay loans under the Secured Bridge Facility in whole or in part, in minimum amounts equal to the lesser of US$50,000,000 and the amount outstanding and in integral multiples of US$10,000,000 over

US$50,000,000.

Mandatory Commitment Reduction and Prepayment:

Commitments will be reduced, and loans will be required to be prepaid under the Secured Bridge Facility in an aggregate amount equal to:

a.              100% of the Net Cash Proceeds received by the Borrower or any of its subsidiaries (but not, for the avoidance of doubt, any Net Cash Proceeds received by Sprint or any of its subsidiaries prior to the Closing Date) from any Debt Incurrence (as defined below) in excess of the Cap (as defined below) after the Original Signing Date, whether before or after the Closing Date, other than any unsecured debt the proceeds of which are used to reduce commitments or repay loans under the Unsecured Bridge Facility;

b.              100% of the Net Cash Proceeds received by the Borrower or any of its subsidiaries (but not, for the avoidance of doubt, any Net Cash Proceeds received by Sprint or any of its subsidiaries prior to the Closing Date) from any sale or other disposition of assets (including proceeds from the issuance or sale of equity interest in any subsidiary of the Borrower) resulting in Net Cash Proceeds in excess of the Cap consummated after the Original Signing Date, whether before or after the Closing Date, other than (i) dispositions (including sale-leaseback transactions) in the ordinary course of business or consistent with past practice, (ii) dispositions of inventory, used or surplus equipment, and cash or cash equivalents, (iii) any disposition or series of related dispositions that does not result in Net Cash Proceeds exceeding US$250,000,000 for such disposition or any series of related dispositions, (iv) any disposition by any subsidiary that is a foreign subsidiary (to the extent the application of such proceeds would be subject to local law or organizational document restrictions or material adverse tax consequences; provided that the Borrower shall have used commercially reasonable efforts to eliminate or minimize such restrictions or consequences), (v) any disposition from or to a restricted subsidiary of the Borrower, and (vi) such other exceptions as may be agreed by the Arrangers and set forth in the definitive credit agreement for the Secured Bridge Facility, and subject to the right to reinvest (or to commit to reinvest) any such proceeds within one year of the receipt thereof; and

c.               on or prior to the Closing Date only, the amount of any Specified Reduction (as defined in the Fee Letter) not applied to reduce the Unsecured Bridge Facility.

“Cap” means One Billion Dollars (US$1,000,000,000) in the aggregate, less the amount of any Net Cash Proceeds received and not applied to reduce the commitments, or prepay the loans, under the Secured Bridge Facility in reliance on the Cap as set forth above.

“Debt Incurrence” means any incurrence of debt for borrowed money

pursuant to an issuance of notes or a borrowing of a term loan, in each case by the Borrower or any of its subsidiaries (and for the purposes of the penultimate sentence of paragraph 5 of the Commitment Letter, Sprint or any of its subsidiaries), other than:

a.              debt under the Facilities;

b.              any debt, whether incurred before or after the Closing Date, permitted to be incurred or that would have been permitted to be incurred by Section 5.1(a)(viii) (except, on or after the Closing Date, any debt (I) under subclause (B) thereof other than within 12 months of the existing maturity date of such indebtedness (but without giving effect to the proviso to Section 5.1(a)(viii))) and (II) under subclause (E) thereof) or Sections 5.1(b)(viii)(A), (B) (only within 12 months of the existing maturity date of such indebtedness unless the Majority Bridge Lead Arrangers (as defined in the Fee Letter) approve in their sole discretion), (C), (D) and (F) of the Business Combination Agreement;

c.               [reserved]; and

d.              such other exceptions as may be agreed by the Arrangers and set forth in the definitive documentation for the Secured Bridge Facility.

“Net Cash Proceeds” means, with respect to any event, the cash (which term, for purposes of this definition, shall include cash equivalents) proceeds actually received by the Borrower or its domestic subsidiaries in respect of such event, including any cash received in respect of any noncash proceeds, but only as and when received, net of the sum, without duplication, of (i) all fees and expenses incurred in connection with such event by the Borrower and its subsidiaries, (ii) in the case of a sale, transfer, lease or other disposition (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding) of an asset, the amount of all payments required to be made by the Borrower and its subsidiaries as a result of such event to repay Indebtedness secured by such asset, (iii) the amount of all taxes paid (or reasonably estimated to be payable) by the Borrower and its subsidiaries, and the amount of any reserves established by the Borrower and its subsidiaries in accordance with GAAP to fund purchase price adjustment, indemnification and similar contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to the occurrence of such event (as determined reasonably and in good faith by the Borrower), and (iv) payments to retire any debt for borrowed money that is required to be repaid in connection with such event.

Notwithstanding the foregoing, the Borrower shall have the option to reduce the commitments in respect of any of the Senior Credit Facilities (or, if such Senior Credit Facilities have been funded, to repay any of

the loans thereunder and in the case of the Revolving Credit Facility, to be accompanied by a permanent commitment reduction) in lieu of any such mandatory reduction of the Secured Bridge Facility otherwise required.

Prepayments Generally:

All prepayments of loans under the Secured Bridge Facility will be subject to, in the case of Eurodollar loans, compensation for breakage costs incurred by the Lenders if occurring other than on the last day of an interest period, but otherwise without penalty.

Documentation:

The Secured Bridge Facility will be documented under a credit agreement that will be consistent with this Exhibit B and will be substantially similar to the Credit Agreement for the Senior Credit Facilities, with (v) negative covenants as described below, (w) such changes thereto as are necessary or reasonably appropriate to reflect the terms set forth in this Exhibit B and in the Commitment Letter to which this Exhibit B is attached, (x) adjustments to be mutually agreed to reflect administrative and operational requirements of the Secured Bridge Administrative Agent, (y) adjustments to mechanical provisions to reflect the nature of the facility as a bridge loan and to remove the revolver, and (z) modify the definition of “Change of Control” to provide that (1) no Change of Control will occur if the resultant surviving corporation of a public company merger is not more than 50% owned by any single “person” or “group,” (2) both Moody’s and S&P (the “Rating Agencies”) must publicly state that a ratings downgrade was caused by the applicable transaction in order for such transaction to constitute a Change of Control Event, (3) so long as the Borrower maintains an investment grade rating from either Ratings Agency, no “Change of Control” will be deemed to occur and (4) if the Secured Bridge Facility ceases to be rated by either Ratings Agency, the Borrower is permitted to replace either Ratings Agency with Fitch Ratings, Inc. (“Fitch”).

Representations
and Warranties:

Same as Senior Credit Facilities.

Conditions Precedent
to Funding:

The borrowing under the Secured Bridge Facility will be subject solely to the Funding Conditions.

Certain Funds:

In the event the definitive documentation for the Secured Bridge Facility is entered into prior to the Closing Date (the date such documentation is entered into, the “Effective Date”), then during the period from and including the Effective Date until after the funding of the loans on the Closing Date and the use of the proceeds thereof to consummate the Transactions (the “Certain Funds Period”), and notwithstanding (i) that any representation or warranty made on the Effective Date (excluding the Specified Representations) was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants and negative covenants, (iii) any provision to the contrary in the definitive documentation for the Secured Bridge Facility or otherwise or (iv) that any condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfied, neither the Secured Bridge Administrative Agent nor any Lender shall be

entitled to (1) cancel any of its commitments under the Secured Bridge Facility (except as set forth in “Mandatory Commitment Reduction and Prepayment” above), (2) rescind, terminate or cancel the definitive documentation for the Secured Bridge Facility or exercise any right or remedy or make or enforce any claim under such definitive documentation, the related notes, the related fee letter or that it otherwise may have to the extent to do so would prevent, limit or delay the making of its loan on the Closing Date and the use of the proceeds thereof to consummate the Transactions, (3) refuse to make its loan; provided that the Funding Conditions have been satisfied; or (4) exercise any right of set-off or counterclaim in respect of its loan to the extent to do so would prevent, limit or delay the making of its loan on the Closing Date and the use of the proceeds thereof to consummate the Transactions. Notwithstanding anything to the contrary provided herein, (A) the rights and remedies of the Lenders and the Secured Bridge Administrative Agent shall not be limited in the event that any Funding Condition is not satisfied or waived on the Closing Date and (B) immediately after the expiration of the Certain Funds Period, all of the rights and remedies of the Secured Bridge Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing.

Clean-up Period

From the Closing Date until the date that is 60 days thereafter, any breach of a covenant, inaccuracy of or inability to make a representation or warranty (excluding the Specified Representations) or any default or Event of Default (other than any Specified Event of Default) by reason of any matter or circumstance relating to Sprint or its Subsidiaries will be deemed not to be a breach of a covenant, an inaccuracy of or failure to make a representation or warranty or a default or Event of Default if it (i) does not have a material adverse effect on the consolidated results of operations or financial condition of the Borrower and its subsidiaries (including Sprint and its subsidiaries) taken as a whole, such that the Borrower and its subsidiaries (including Sprint and its subsidiaries) taken as a whole would be unable to perform the payment obligations under the Secured Bridge Facility; (ii) was not knowingly procured or approved by the Borrower; (iii) is capable of remedy and reasonable steps are being taken to remedy it and (iv) is not a breach of the covenants relating to the accession of Guarantors beyond the earlier of thirty (30) days after the Closing Date or the date on which any required Guarantor actually guarantees the Existing T-Mobile Notes.

Affirmative Covenants:

Same as Senior Credit Facilities.

Negative Covenants:

Limited to (i) limitation on mergers, consolidations or transfers of assets substantially as an entirety of the Borrower and (ii) limitation on liens, in each case in a manner no less favorable to the Borrower than the indenture relating to the Reference Notes. The Secured Bridge Facility will also treat as unrestricted any subsidiary of the Borrower that is designated as an “unrestricted subsidiary” under the Senior Credit Facilities.

Financial Covenants:

None.

Events of Default:

Limited to nonpayment of principal; nonpayment of interest, fees or other amounts (subject to a five business day grace period); inaccuracy of representations and warranties in any material respect; noncompliance with covenants (subject in the case of affirmative covenants (other than use of proceeds, maintenance of the Borrower’s existence and delivery of notices of default) to 30-day grace period after written notice); bankruptcy and insolvency events with respect to the Parent, the Borrower and “significant subsidiaries” (subject to a customary grace period for involuntary events); ERISA; change of control; invalidity of any material Guarantees, security interests with respect to a material portion of the collateral or the Intercreditor Agreement, cross-acceleration and cross-payment default with respect to material indebtedness of the Borrower and its “significant subsidiaries” (or a group of restricted subsidiaries that would together constitute a “significant subsidiary”); and unsatisfied monetary judgments in excess of an amount to be agreed.

Cost and Yield Protection:

Same as Senior Credit Facilities.

Defaulting Lenders:

Same as Senior Credit Facilities.

Voting Rights:

(x) Until the expiration of the Certain Funds Period, amendments, waivers and consents will require only the approval of the Arrangers and (y) thereafter, amendments, waivers and consents will require the approval of Lenders holding a majority of the aggregate amount of the loans and unused commitments under the Secured Bridge Facility; provided that, at any time, the consent of all affected Lenders will be required with respect to certain customary matters, including (a) reductions in the unpaid principal amount or extensions of the scheduled final maturity date for the payment of principal of any loan, (b) reductions in interest rates or fees or extensions of the dates for payment thereof and (c) increases in the amounts or extensions of the expiry date of the Lenders’ commitments, and the consent of 100% of the Lenders will be required with respect to (i) modifications of the pro rata sharing or “waterfall” provisions of the credit agreement and (ii) modifications to any of the voting percentages.

Assignments and Participations:

Same as Senior Credit Facilities.

Expenses and Indemnification:

Same as Senior Credit Facilities.

Governing Law and Jurisdiction:

Same as Senior Credit Facilities.

Bail-In

Same as Senior Credit Facilities.

Counsel to Arrangers and Secured Bridge Administrative Agent:

Cahill Gordon & Reindel LLP

Duration Fees:

The Borrower will pay to each Lender on each of the dates set forth below, or, if any such date is not a business day, on the first succeeding business day after such date, a Duration Fee equal to the applicable percentage set forth below of the aggregate principal amount of such Lender’s loans under the Secured Bridge Facility outstanding on such date:

Date

Duration Fee Percentage

90 days after the Closing Date 

0.50

%

180 days after the Closing Date 

0.50

%

270 days after the Closing Date 

0.50

%

364 days after the Closing Date 

0.50

%

Extension Fee:

The Borrower will pay to each Lender an extension fee (each such fee, an “Extension Fee”) in an amount equal to (i) 0.25% of the aggregate principal amount of the loans under the Secured Bridge Facility outstanding on the Initial Maturity Date which have been extended to the first Extension Maturity Date and (ii) 0.25% of the aggregate principal amount of the loans under the Secured Bridge Facility outstanding on the first Extension Maturity Date which have been extended to the final Extension Maturity Date. The Extension Fee shall be due and payable on the date of the applicable extension.

After the Initial Maturity Date, the Borrower will pay to each Lender on each of the dates set forth below, or, if any such date is not a business day, on the first succeeding business day after such date, a Duration Fee equal to the applicable percentage set forth below of the aggregate principal amount of such Lender’s loans under the Secured Bridge Facility outstanding on such date:

Date

Duration Fee Percentage

90 days after the first Initial Maturity Date

0.75

%

180 days after the Initial Maturity Date

0.75

%

270 days after the Initial Maturity Date

0.75

%

Interest Rates:

Interest will be payable on loans under the Secured Bridge Facility at the following rates per annum:

(a) in the case of Eurodollar loans, Adjusted LIBOR plus 1.25% per annum, and

(b) in the case of ABR loans, the ABR plus 0.25% per annum.

The interest margins shall increase by an additional 25 basis points at the beginning of each three-month period subsequent to the initial three-month period for so long as the loans under the Secured Bridge Facility are outstanding.

As used herein:

“Adjusted LIBOR” means the London Interbank Offered Rate (adjusted for statutory reserve requirements); provided that Adjusted LIBOR shall in all cases not be less than 0%. The definitive documentation for the Secured Bridge Facility shall include successor LIBOR provisions reasonably acceptable to the Secured Bridge Administrative Agent and the Borrower.

“ABR” means the highest of (a) the Secured Bridge Administrative Agent’s Prime Rate, (b) the Federal Funds Effective Rate plus ½ of 1% and (c) the Adjusted LIBOR for a one month interest period on any day plus 1%.

“Prime Rate” means the rate of interest per annum from time to time published in the “Money Rates” section of The Wall Street Journal as being the “Prime Lending Rate” or, if more than one rate is published as the Prime Lending Rate, then the highest of such rates (each change in the Prime Rate to be effective as of the date of publication in The Wall Street Journal of a “Prime Lending Rate” that is different from that published on the preceding domestic business day); provided, that in the event that The Wall Street Journal shall, for any reason, fail or cease to publish the Prime Lending Rate, the Secured Bridge Administrative Agent shall choose a reasonably comparable index or source to use as the basis for the Prime Lending Rate.

Eurodollar Interest Periods:

At the Borrower’s option, 1, 2, 3 or 6 months (or, if agreed by all relevant Lenders, 12 months). Interest on Eurodollar loans will be payable on the last day of each interest period and upon repayment or prepayment.

Interest Rate Basis:

Interest on Eurodollar loans will be payable in arrears on the basis of a 360-day year (calculated on the basis of the actual number of days elapsed). Interest on ABR loans will be payable quarterly in arrears on the basis of a 365/366-day year when ABR is based on the Secured Bridge Administrative Agent’s Prime Rate and otherwise on a 360-day year (in each case calculated on the basis of the actual

number of days elapsed).

Default Rate:

With respect to overdue principal, the applicable interest rate plus 2.00% per annum and, with respect to any other overdue amount, the interest rate applicable to ABR loans under the Secured Bridge Facility plus 2.00% per annum.

Borrower:

T-Mobile USA, Inc., a Delaware corporation (the “Borrower”).

Facility:

US$4.0 billion 8-year senior unsecured bridge loan facility (the “8 Year Unsecured Bridge Facility”, and the loans thereunder, the “8 Year Unsecured Bridge Loans”) and a US$4.0 billion 10-year senior unsecured bridge loan facility (the “10 Year Unsecured Bridge Facility”, and the loans thereunder, the “10 Year Unsecured Bridge Loans”). The 8 Year Unsecured Bridge Facility and the 10 Year Unsecured Bridge Facility are collectively referred to herein as the “Unsecured Bridge Facility” and the 8 Year Unsecured Bridge Loans and the 10 Year Unsecured Bridge Loans are collectively referred to herein the “Unsecured Bridge Loans”).

Joint Lead Arrangers
and Joint Lead Bookrunners:

Barclays, CSLF, DBSI, GS Bank, MSSF and RBCCM (in such capacities, the “Lead Arrangers”).

Administrative Agent:

An affiliate of an Original Commitment Party appointed by the Borrower will act as sole administrative agent (in such capacity, the “Unsecured Bridge Administrative Agent”).

Syndication Agents:

Barclays, CSLF, DBSI, GS Bank, MSSF and RBCCM.

Lenders:

A syndicate of lenders reasonably acceptable to the Borrower, including Barclays, CS, DBCI, Goldman Sachs, MSSF and RBC and excluding Disqualified Lenders (collectively, the “Lenders”).

Availability:

Same as Secured Bridge Facility.

Guarantors:

Same as Senior Credit Facilities; provided, however, that the guarantee of the Unsecured Bridge Loans by any SPV Holdco for which an Unsecured SPV Holdco election has been made shall be subordinated.

Security:

None.

Unrestricted Subsidiaries:

Same as Senior Credit Facilities.

Use of Proceeds:

Same as Secured Bridge Facility.

Maturity:

Unsecured Bridge Loans that are not converted into Rollover Loans will mature on the first anniversary of the Closing Date (the “Rollover Date”).

The Unsecured Bridge Facility shall have no required amortization.

Conversion into Rollover Loans:

If the Unsecured Bridge Loans have not been previously prepaid in full on or prior to the Rollover Date, the principal amount of such Unsecured Bridge Loans outstanding on the Rollover Date may, at the option of the Borrower but subject to the conditions precedent set forth in Annex I hereto, be converted into senior unsecured rollover loans having the terms set forth in Annex I hereto (the unsecured rollover loans in respect of the 8 Year Unsecured Bridge Loans, the “8 Year Unsecured Bridge Rollover Loans” and the unsecured rollover loans in respect of the 10 Year Unsecured Bridge Loans, the “10 Year Unsecured Bridge Rollover Loans” and collectively, the “Unsecured Bridge Rollover Loans”). Any Unsecured Bridge Loans not converted into Unsecured Bridge Rollover Loans shall be repaid in full on the Rollover Date.

Exchange into Unsecured Bridge Exchange Notes:

Each Lender will have the right, at any time on or after the Rollover Date, upon reasonable prior written notice, to exchange Unsecured Bridge Loans held by it for senior unsecured bridge exchange notes of the Borrower having the terms set forth in Annex II hereto (the unsecured exchange notes in respect of the 8 Year Unsecured Bridge Rollover Loans, the “8 Year Unsecured Bridge Exchange Notes” and the unsecured exchange notes in respect of the 10 Year Unsecured Bridge Rollover Loans, the “10 Year Unsecured Bridge Exchange Notes” and collectively, the “Unsecured Bridge Exchange Notes”). Notwithstanding the foregoing, the Borrower will not be required to exchange Unsecured Bridge Rollover Loans for Unsecured Bridge Exchange Notes below $100.0 million of Unsecured Bridge Exchange Notes for the first such exchange and thereafter (unless a lesser amount represents all outstanding Senior Extended Term Loans).

Interest Rates and Fees:

As set forth on Annex III hereto.

Optional Commitment Reduction and Prepayment:

Same as Secured Bridge Facility.

Mandatory Commitment Reduction and Prepayment:

Commitments will be reduced, and loans will be required to be prepaid under the Unsecured Bridge Facility in an aggregate amount equal to:

a.              100% of the Net Cash Proceeds received by the Borrower or any of its subsidiaries (but not, for the avoidance of doubt, any Net Cash Proceeds received by Sprint or any of its subsidiaries prior to the Closing Date) from any Debt Incurrence (as defined in Exhibit B) in excess of the Cap (as defined in Exhibit B) after the Original Signing Date, whether before or after the Closing Date;

b.              100% of the Net Cash Proceeds received by the Borrower or any of its subsidiaries (but not, for the avoidance of doubt, any Net Cash Proceeds received by Sprint or any of its subsidiaries prior to the Closing Date) from any sale or other disposition of assets (including proceeds from the issuance or sale of equity interest in any subsidiary of the Borrower) resulting in Net Cash Proceeds in excess of the Cap consummated after the Original

Signing Date, whether before or after the Closing Date, other than (i) dispositions (including sale-leaseback transactions) in the ordinary course of business or consistent with past practice, (ii) dispositions of inventory, used or surplus equipment, and cash or cash equivalents, (iii) any disposition that does not result in Net Cash Proceeds exceeding US$250,000,000 for such disposition, (iv) any disposition by any subsidiary that is a foreign subsidiary (to the extent the application of such proceeds would be subject to local law or organizational document restrictions or material adverse tax consequences; provided that the Borrower shall have used commercially reasonable efforts to eliminate or minimize such restrictions or consequences), (v) any disposition from or to a restricted subsidiary of the Borrower, and (vi) such other exceptions as may be agreed by the Lead Arrangers and set forth in the definitive credit agreement for the Unsecured Bridge Facility, and subject to the right to reinvest (or to commit to reinvest) any such proceeds within one year of the receipt thereof; and

c.               on or prior to the Closing Date only, the amount of any Specified Reduction (as defined in the Fee Letter).

Notwithstanding the foregoing, other than with respect to the proceeds of unsecured indebtedness pursuant to clause (a) above, the Unsecured Bridge Facility shall not be required to be reduced and repaid to the extent the Borrower optionally reduces the commitments in respect of any of the other Facilities (or, if such Facilities have been funded, to repay any of the loans thereunder) by the amount of such mandatory reduction of the Unsecured Bridge Facility otherwise required hereby.

The Borrower may at any time unilaterally (or, as required by the Fee Letter, shall) decrease the amount of commitments under the Unsecured Bridge Facility by delivery by the Borrower of a Reallocation Notice (as defined in Exhibit A) to the Lead Arrangers.

Prepayments Generally:

Same as Secured Bridge Facility.

Documentation:

The Unsecured Bridge Facility will be documented under a credit agreement to be entered into on the Closing Date and will be substantially similar to the Credit Agreement for the Secured Bridge Facility, with (x) negative covenants as described below, (y) adjustments to be mutually agreed to reflect administrative and operational requirements of the Unsecured Bridge Administrative Agent and (z) such changes thereto as are necessary or reasonably appropriate to reflect the terms set forth in this Exhibit C and in the Commitment Letter to which this Exhibit C is attached (including the unsecured nature of the Unsecured Bridge Facility).

Representations
and Warranties:

Same as Secured Bridge Facility.

Conditions Precedent

The borrowing under the Unsecured Bridge Facility will be subject

to Funding:

solely to the Funding Conditions.

Certain Funds:

In the event the definitive documentation for the Unsecured Bridge Facility is entered into (the date such documentation is entered into, the “Effective Date”) prior to the Closing Date, then during the period from and including the Effective Date until after the funding of all loans requested on the Closing Date and the use of the proceeds thereof to consummate the Transactions (the “Certain Funds Period”), and notwithstanding (i) that any representation or warranty made on the Effective Date (excluding the Specified Representations) was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants and negative covenants, (iii) any provision to the contrary in the definitive documentation for the Unsecured Bridge Facility or otherwise or (iv) that any condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfied, neither the Unsecured Bridge Administrative Agent nor any Lender shall be entitled to (1) cancel any of its commitments under the Unsecured Bridge Facility (except as set forth in “Mandatory Commitment Reduction and Prepayment” above), (2) rescind, terminate or cancel the definitive documentation for the Unsecured Bridge Facility or exercise any right or remedy or make or enforce any claim under such definitive documentation, the related notes, the related fee letter or that it otherwise may have to the extent to do so would prevent, limit or delay the making of its loan and the use of the proceeds thereof to consummate the Transactions, (3) refuse to make its loan; provided that the Funding Conditions have been satisfied; or (4) exercise any right of set-off or counterclaim in respect of its loan to the extent to do so would prevent, limit or delay the making of its loans and the use of the proceeds thereof to consummate the Transactions. Notwithstanding anything to the contrary provided herein, (A) the rights and remedies of the Lenders and the Unsecured Bridge Administrative Agent shall not be limited in the event that any Funding Condition is not satisfied or waived on the date such loans are required to be made and (B) immediately after the expiration of the Certain Funds Period, all of the rights and remedies of the Unsecured Bridge Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing.

Clean-up Period

From the Closing Date until the date that is 60 days after the Closing Date, any breach of a covenant, inaccuracy of or inability to make a representation or warranty (excluding the Specified Representations) or any default or Event of Default (other than any Specified Event of Default) by reason of any matter or circumstance relating to Sprint or its Subsidiaries will be deemed not to be a breach of a covenant, an inaccuracy of or failure to make a representation or warranty or a default or Event of Default if it (i) does not have a material adverse effect on the consolidated results of operations or financial condition of the Borrower and its subsidiaries (including Sprint and its subsidiaries) taken as a whole, such that the Borrower and its subsidiaries (including Sprint and its subsidiaries) taken as a whole would be unable to perform the payment obligations under the Unsecured Bridge Facility; (ii) was not knowingly procured or approved by the Borrower; (iii) is capable of

remedy and reasonable steps are being taken to remedy it; and (iv) is not a breach of the covenants relating to the accession of Guarantors beyond the earlier of thirty (30) days after the Closing Date or the date on which any required Guarantor actually guarantees the Existing T-Mobile Notes.

Affirmative Covenants:

Same as Senior Credit Facilities.

Negative Covenants:

Same as Term Loan Facility (with changes to reflect the unsecured nature of the Unsecured Bridge Facility).

Financial Covenants:

None.

Events of Default:

Same as Term Loan Facility.

Cost and Yield Protection:

Same as Senior Credit Facilities.

Defaulting Lenders:

Same as Senior Credit Facilities.

Voting Rights:

Same as Senior Credit Facilities.

Assignments and Participations:

Same as Senior Credit Facilities.

Expenses and Indemnification:

Same as Senior Credit Facilities.

Governing Law and Jurisdiction:

Same as Senior Credit Facilities

Bail-In

Same as Senior Credit Facilities.

Counsel to Lead Arrangers and Unsecured Bridge Administrative Agent:

Cahill Gordon & Reindel LLP

Borrower:

Same as the Unsecured Bridge Facility.

Facility:

8 Year Unsecured Bridge Rollover Loans in an initial principal amount equal to 100% of the outstanding principal amount of the 8 Year Unsecured Bridge Loans on the Rollover Date and 10 Year Unsecured Bridge Rollover Loans in an initial principal amount equal to 100% of the outstanding principal amount of the 10 Year Unsecured Bridge Loans on the Rollover Date. Subject to the conditions precedent set forth below, the Unsecured Bridge Rollover Loans will be available to the Borrower to refinance the Unsecured Bridge Loans on the Rollover Date. The Unsecured Bridge Rollover Loans will be governed by definitive documentation that, except as set forth below, shall have the same terms as the Unsecured Bridge Loans.

Interest Rate:

8 Year Unsecured Bridge Loans: Interest shall be payable quarterly in arrears at a rate per annum equal to the 8 Year Unsecured Bridge Total Cap (as defined in the Fee Letter).

10 Year Unsecured Bridge Loans: Interest shall be payable quarterly in arrears at a rate per annum equal to the 10 Year Unsecured Bridge Total Cap (as defined in the Fee Letter).

Maturity:

8 Year Unsecured Bridge Rollover Loans: 8 years after the Closing Date.

10 Year Unsecured Bridge Rollover Loans: 10 years after the Closing Date.

Optional Prepayments:

For so long as the Unsecured Bridge Rollover Loans have not been exchanged for Unsecured Bridge Exchange Notes of the Borrower as provided in Annex II, they may be prepaid at the option of the Borrower, in whole or in part, at any time, together with accrued and unpaid interest to the prepayment date (but without premium or penalty).

Mandatory Prepayments:

Same as the Unsecured Bridge Loans.

Conditions Precedent to Rollover:

The ability of the Borrower to convert any Unsecured Bridge Loans into Unsecured Bridge Rollover Loans is subject to the condition that at the time of any such refinancing, there shall exist no bankruptcy event of default or payment event of default in respect of the Unsecured Bridge Loans.

Covenants:

Same as Unsecured Bridge Exchange Notes.

Assignments and Participations:

Same as Unsecured Bridge Loans.

Governing Law:

New York.

Expenses and Indemnification:

Same as Unsecured Bridge Loans.

Issuer:

Same as the Borrower of the Unsecured Bridge Loans.

Guarantors:

Same as the Unsecured Bridge Loans.

Unsecured Bridge Exchange Notes:

The Issuer will issue the Unsecured Bridge Exchange Notes under an indenture (the “Indenture”) (which may be the indenture for the Reference Notes) that will include provisions consistent with the indenture for the Reference Notes, except as set forth herein. Except as expressly set forth herein, the Unsecured Bridge Exchange Notes shall have the same terms as the Unsecured Bridge Rollover Loans.

Security:

None.

Interest Rate:

8 Year Unsecured Bridge Exchange Notes: A per annum rate equal to the 8 Year Unsecured Bridge Total Cap, payable semi-annually in arrears.

10 Year Unsecured Bridge Exchange Notes: A per annum rate equal to the 10 Year Unsecured Bridge Total Cap, payable semi-annually in arrears.

Maturity:

8 Year Unsecured Bridge Exchange Notes: Same as the 8 Year Unsecured Bridge Rollover Loans.

10 Year Unsecured Bridge Exchange Notes: Same as the 10 Year Unsecured Bridge Rollover Loans.

Amortization:

None.

Optional Redemption:

Except as set forth in this paragraph and the next two succeeding paragraphs, the 8 Year Unsecured Bridge Exchange Notes will be non-callable prior to the third anniversary of the Closing Date. Thereafter, each such Unsecured Bridge Exchange Note may be redeemed, in whole or in part, at the option of the Issuer at a price equal to 100% of the aggregate principal amount redeemed plus accrued and unpaid interest, if any, plus a premium equal to seventy-five percent of the coupon on such 8 Year Unsecured Bridge Exchange Notes, with such premium declining ratably to zero on the date that is two years prior to the maturity date of such 8 Year Unsecured Bridge Exchange Notes.

Prior to the third anniversary of the Closing Date, the Issuer may redeem such 8 Year Unsecured Bridge Exchange Notes at a make-whole price based on the yield on U.S. Treasury notes with a maturity closest to the third anniversary of the Closing Date plus 50 basis points.

Prior to the third anniversary of the Closing Date, the Issuer may redeem up to 40% of such 8 Year Unsecured Bridge Exchange Notes with an amount equal to proceeds from any qualified equity offering at a price equal to par plus the coupon on such 8 Year Unsecured Bridge Exchange Notes; provided, however, that (x) 8 Year Unsecured Bridge Exchange Notes in a principal amount equal to at least 50% of the aggregate principal amount of such 8 Year Unsecured Bridge Exchange Notes originally issued (excluding Notes held by the Issuer and its subsidiaries) remain outstanding after such redemption and (y) the redemption occurs within 180 days of the date of the closing of such equity offering or the date of contribution to the Issuer’s common equity capital made with net cash proceeds of one or more sales of equity interests of Parent.

Except as set forth in this paragraph and the next two succeeding paragraphs, the 10 Year Unsecured Bridge Exchange Notes will be non-callable prior to the fifth anniversary of the Closing Date. Thereafter, each such Unsecured Bridge Exchange Note may be redeemed, in whole or in part, at the option of the Issuer at a price equal to 100% of the aggregate principal amount redeemed plus accrued and unpaid interest, if any, plus a premium equal to one-half of the coupon on such 10 Year Unsecured Bridge Exchange Notes, with such premium declining ratably to zero on the date that is two years prior to the maturity date of such 10 Year Unsecured Bridge Exchange Notes.

Prior to the fifth anniversary of the Closing Date, the Issuer may redeem such 10 Year Unsecured Bridge Exchange Notes at a make-whole price based on the yield on U.S. Treasury notes with a maturity closest to the fifth anniversary of the Closing Date plus 50 basis points.

Prior to the third anniversary of the Closing Date, the Issuer may redeem up to 40% of such 10 Year Unsecured Bridge Exchange Notes with an amount equal to proceeds from any qualified equity offering at a price equal to par plus the coupon on such 10 Year Unsecured Bridge Exchange Notes; provided, however, that (x) 10 Year Unsecured Bridge Exchange Notes in a principal amount equal to at least 50% of the aggregate principal amount of such 10 Year Unsecured Bridge Exchange Notes originally issued (excluding Notes held by the Issuer and its subsidiaries) remain outstanding after such redemption and (y) the redemption occurs within 180 days of the date of the closing of such equity offering or the date of contribution to the Issuer’s common equity capital made with net cash proceeds of one or more sales of equity interests of Parent.

Right to Transfer Unsecured Bridge Exchange Notes:

Each holder of Unsecured Bridge Exchange Notes shall have the right to transfer its Unsecured Bridge Exchange Notes in whole or in part in compliance with applicable law to any third parties.

Offer to Purchase from

Same as the indenture for the Reference Notes.

Asset Sale Proceeds:

Offer to Purchase upon a Change of Control:

Same as the indenture for the Reference Notes (with changes to relevant definitions consistent with the Senior Credit Facilities).

Covenants:

Same as Unsecured Bridge Loans.

Events of Default:

Same as the indenture for the Reference Notes.

Defeasance and Discharge Provisions:

Same as the indenture for the Reference Notes.

Modification:

Same as the indenture for the Reference Notes.

Registration Rights:

None.

Governing Law:

New York

Interest Rates:

Interest will be payable on loans under the 8 Year Unsecured Bridge Facility at the following rates per annum:

(a) in the case of Eurodollar loans, Adjusted LIBOR plus 3.50% per annum, and

(b) in the case of ABR loans, the ABR plus 2.50% per annum.

The interest margins shall increase by an additional 50 basis points at the beginning of each three-month period subsequent to the initial three-month period for so long as the loans under the 8 Year Secured Bridge Facility are outstanding up to the 8 Year Unsecured Total Cap.

Interest will be payable on loans under the 10 Year Unsecured Bridge Facility at the following rates per annum:

(a) in the case of Eurodollar loans, Adjusted LIBOR plus 3.75% per annum, and

(b) in the case of ABR loans, the ABR plus 2.75% per annum.
The interest margins shall increase by an additional 50 basis points at the beginning of each three-month period subsequent to the initial three-month period for so long as the loans under the 10 Year Secured Bridge Facility are outstanding up to the 10 Year Unsecured Total Cap.

As used herein:

“Adjusted LIBOR” means the London Interbank Offered Rate (adjusted for statutory reserve requirements); provided that Adjusted LIBOR shall in all cases not be less than 0%. The definitive documentation for the Unsecured Bridge Facility shall include successor LIBOR provisions reasonably acceptable to the Unsecured Bridge Administrative Agent and the Borrower.

“ABR” means the highest of (a) the Bridge Administrative Agent’s Prime Rate, (b) the Federal Funds Effective Rate plus ½ of 1% and (c) the Adjusted LIBOR for a one month interest period on any day plus 1%.

“Prime Rate” means the rate of interest per annum from time to time published in the “Money Rates” section of The Wall Street Journal as being the “Prime Lending Rate” or, if more than one rate is published as the Prime Lending Rate, then the highest of such rates (each change in the Prime Rate to be effective as of the date of publication in The Wall Street Journal of a “Prime Lending Rate” that is different from that published on the preceding domestic business day);

provided, that in the event that The Wall Street Journal shall, for any reason, fail or cease to publish the Prime Lending Rate, the Bridge Administrative Agent shall choose a reasonably comparable index or source to use as the basis for the Prime Lending Rate.

Eurodollar Interest Periods:

At the Borrower’s option, 1, 2, 3 or 6 months (or, if agreed by all relevant Lenders, 12 months). Interest on Eurodollar loans will be payable on the last day of each interest period and upon repayment or prepayment.

Interest Rate Basis:

Interest on Eurodollar loans will be payable in arrears on the basis of a 360-day year (calculated on the basis of the actual number of days elapsed). Interest on ABR loans will be payable quarterly in arrears on the basis of a 365/366-day year when ABR is based on the Bridge Administrative Agent’s Prime Rate and otherwise on a 360-day year (in each case calculated on the basis of the actual number of days elapsed).

Default Rate:

With respect to overdue principal, the applicable interest rate plus 2.00% per annum and, with respect to any other overdue amount, the interest rate applicable to ABR loans under the Bridge Facility plus 2.00% per annum.

[BORROWER]

By:

Name:

Title: