Second Amended and Restated Commitment Letter, dated as of September 6, 2019, by and among T-Mobile USA, Inc. and the financial institutions party thereto

Exhibit 10.1

PROJECT LAKES

US$8.0 Billion Senior Secured Credit Facilities

US$19.0 Billion Senior Secured Bridge Loan Facility

Second Amended and Restated Commitment Letter

T-Mobile USA, Inc.

12920 SE 38^th Street

Bellevue, Washington 98006

Attention: J. Braxton Carter, Chief Financial Officer

Ladies and Gentlemen:

This second amended and restated commitment letter (this “Commitment Letter”) amends, restates and supersedes in its entirety that certain commitment letter (the “Original Commitment Letter”) dated as of April 29, 2018 (the “Original Signing Date”) by and among T-Mobile USA, Inc., a Delaware corporation (the “Company” or “you”), Barclays Bank PLC (“Barclays”), Credit Suisse Loan Funding LLC (“CSLF”), Credit Suisse AG (acting through such of its affiliates and branches as it deems appropriate, “CS”), Deutsche Bank Securities Inc. (“DBSI”), Deutsche Bank AG New York Branch (“DBNY”), Deutsche Bank AG Cayman Islands Branch (“DBCI” and, together with DBSI and DBNY, “DB”), Goldman Sachs Bank USA (“GS Bank”), Goldman Sachs Lending Partners LLC (“GSLP” and, together with GS Bank, “Goldman Sachs”), Morgan Stanley Senior Funding, Inc. (“MSSF”), RBC Capital Markets¹ (“RBCCM”) and Royal Bank of Canada (“RBC” and, together with Barclays, CSLF, CS, DB, Goldman Sachs, MSSF and RBCCM, the “Original Commitment Parties”), as amended and restated by that certain amended and restated commitment letter (the “Amended and Restated Commitment Letter”) dated as of May 15, 2018 (the “Amendment and Restatement Date”), by and among the Company, Barclays, CSLF, CS, DB, Goldman Sachs, MSSF, RBCCM, BNP Paribas Securities Corp. (“BNPPSC”), Commerzbank AG, New York Branch (or any of its affiliates designated by it to act in such capacity “Commerzbank”), Credit Agricole Corporate and Investment Bank (“CACIB”), TD Securities (USA) LLC (“TD Securities”), Wells Fargo Securities, LLC (“Wells Fargo Securities”), Banco Santander, S.A., New York Branch (“Banco Santander”), SG Americas Securities, LLC, SunTrust Robinson Humphrey, Inc. (“STRH”), National Westminster Bank plc (“NatWest Bank”), NatWest Markets Plc (“NatWest Markets” and, together with NatWest Bank, “NatWest”), U.S. Bank National Association (or any of its affiliates designated to act in such capacity, “U.S. Bank”) and the other Commitment Parties (as defined below).

The Company has advised (x) Barclays, CSLF, DBSI, GS Bank, MSSF and RBCCM (RBCCM, together with Barclays, CSLF, DBSI, GS Bank and MSSF, the “Lead Arrangers”), (y) BNPPSC, Commerzbank, CACIB, TD Securities, Wells Fargo Securities, Banco Santander, Societe Generale (“SG”), STRH, NatWest and U.S. Bank (U.S. Bank, together with BNPPSC, Commerzbank, CACIB, TD Securities, Wells Fargo Securities, Banco Santander, SG, STRH and NatWest, the “Other Arrangers” and, together with the Lead Arrangers, the “Arrangers”) and (z) Barclays, CS, DBNY, DBCI, Goldman Sachs, MSSF, RBC, BNP Paribas (“BNP”), Commerzbank, CACIB, The Toronto-Dominion Bank, New York Branch (“TD Bank”), Wells Fargo Bank, National Association (“Wells Fargo Bank”), Banco Santander, SG, SunTrust Bank (“SunTrust”), NatWest and U.S. Bank (U.S. Bank together with Barclays, CS, DBNY, DBCI, Goldman Sachs, MSSF, RBC, BNP, Commerzbank, CACIB, TD Bank, Wells Fargo Bank, Banco Santander, SG, SunTrust and NatWest, the “Initial Lenders”; the Initial Lenders and the Arrangers are collectively referred to herein as the “Commitment Parties”, “we” or “us”) that it intends to acquire (the “Acquisition”) all the issued and outstanding equity interests of Sprint Corporation (“Sprint”) and to

consummate the other Transactions (such term and each other capitalized term used but not defined herein having the meaning assigned to it in the Summary of Terms and Conditions attached hereto as Exhibit A (the “Credit Facilities Term Sheet”) or Exhibit B (the “Secured Bridge Facility Term Sheet”, and together with the Credit Facilities Term Sheet, the “Term Sheets”), as applicable). In that connection, the Company has requested that the Arrangers agree to structure and arrange (I) senior secured credit facilities in the aggregate amount of US$8.0 billion, comprised of a US$4.0 billion five-year revolving credit facility (the “Revolving Credit Facility”) and a US$4.0 billion seven-year term loan facility (the “Term Loan Facility”, and together with the Revolving Credit Facility, the “Senior Credit Facilities”; and the Senior Credit Facilities together with the Secured Bridge Facility, the “Facilities”), and (II) a senior secured 364-day bridge loan facility in the amount of US$19.0 billion (the “Secured Bridge Facility”), in each case, to finance the Acquisition and the other Transactions, and the Initial Lenders commit to provide the entire amount of the Facilities as set forth below.

In connection with the foregoing, (a) Barclays is pleased to advise you of its commitment to provide (x) 11⁵⁄₆% of the aggregate principal amount of the Secured Bridge Facility, (y) 9.375% of the aggregate principal amount of the Revolving Credit Facility and (z) 11⁵⁄₆% of the aggregate principal amount of the Term Loan Facility, (b) CS is pleased to advise you of its commitment to provide (x) 11⁵⁄₆% of the aggregate principal amount of the Secured Bridge Facility, (y) 9.375% of the aggregate principal amount of the Revolving Credit Facility and (z) 11⁵⁄₆% of the aggregate principal amount of the Term Loan Facility, (c)(i) DBCI is pleased to advise you of its commitment to provide (x) 11⁵⁄₆% of the aggregate principal amount of the Secured Bridge Facility and (ii) DBNY is pleased to advise you of its commitment to provide (x) 9.375% of the aggregate principal amount of the Revolving Credit Facility and (y) 11⁵⁄₆% of the aggregate principal amount of the Term Loan Facility, (d)(i) GSLP is pleased to advise you of its commitment to provide (x) 1¹⁄₃% of the aggregate principal amount of the Secured Bridge Facility and (y) 11⁵⁄₆% of the aggregate principal amount of the Term Loan Facility and (ii) GS Bank is pleased to advise you of its commitment to provide (x) 10¹⁄₂% of the aggregate principal amount of the Secured Bridge Facility and (y) 9.375% of the aggregate principal amount of the Revolving Credit Facility, (e) MSSF is pleased to advise you of its commitment to provide (x) 11⁵⁄₆% of the aggregate principal amount of the Secured Bridge Facility, (y) 9.375% of the aggregate principal amount of the Revolving Credit Facility and (z) 11⁵⁄₆% of the aggregate principal amount of the Term Loan Facility, (f) RBC is pleased to advise you of its commitment to provide (x) 11⁵⁄₆% of the aggregate principal amount of the Secured Bridge Facility, (y) 9.375% of the aggregate principal amount of the Revolving Credit Facility and (z) 11⁵⁄₆% of the aggregate principal amount of the Term Loan Facility, (g) BNP is pleased to advise you of its commitment to provide (x) 4.80% of the aggregate principal amount of the Secured Bridge Facility, (y) 6.25% of the aggregate principal amount of the Revolving Credit Facility and (z) 4.80% of the aggregate principal amount of the Term Loan Facility, (h) Commerzbank is pleased to advise you of its commitment to provide (x) 4.80% of the aggregate principal amount of the Secured Bridge Facility, (y) 6.25% of the aggregate principal amount of the Revolving Credit Facility and (z) 4.80% of the aggregate principal amount of the Term Loan Facility, (i) CACIB is pleased to advise you of its commitment to provide (x) 4.80% of the aggregate principal amount of the Secured Bridge Facility, (y) 6.25% of the aggregate principal amount of the Revolving Credit Facility and (z) 4.80% of the aggregate principal amount of the Term Loan Facility, (j) TD Bank is pleased to advise you of its commitment to provide (x) 4.80% of the aggregate principal amount of the Secured Bridge Facility, (y) 6.25% of the aggregate principal amount of the Revolving Credit Facility and (z) 4.80% of the aggregate principal amount of the Term Loan Facility, (k) Wells Fargo Bank is pleased to advise you of its commitment to provide (x) 4.80% of the aggregate principal amount of the Secured Bridge Facility, (y) 6.25% of the aggregate principal amount of the Revolving Credit Facility and (z) 4.80% of the aggregate principal amount of the Term Loan Facility, (l) Banco Santander is pleased to advise you of its commitment to provide (x) 1.00% of the aggregate principal amount of the Secured Bridge Facility, (y) 2.50% of the aggregate principal amount of the Revolving Credit Facility and (z) 1.00% of the aggregate principal amount of the Term Loan Facility, (m) SG is pleased to advise you of its commitment to provide (x) 1.00% of the aggregate principal amount of the Secured Bridge Facility, (y) 2.50% of the aggregate principal

amount of the Revolving Credit Facility and (z) 1.00% of the aggregate principal amount of the Term Loan Facility, (n) SunTrust is pleased to advise you of its commitment to provide (x) 1.00% of the aggregate principal amount of the Secured Bridge Facility, (y) 2.50% of the aggregate principal amount of the Revolving Credit Facility and (z) 1.00% of the aggregate principal amount of the Term Loan Facility, (o)(i) NatWest Markets is pleased to advise you of its commitment to provide (x) 1.00% of the aggregate principal amount of the Term Loan Facility and (ii) NatWest Bank is pleased to advise you of its commitment to provide (x) 2.50% of the aggregate principal amount of the Revolving Credit Facility and (y) 1.00% of the aggregate principal amount of the Secured Bridge Facility and (p) U.S. Bank is pleased to advise you of its commitment to provide (x) 1.00% of the aggregate principal amount of the Secured Bridge Facility, (y) 2.50% of the aggregate principal amount of the Revolving Credit Facility and (z) 1.00% of the aggregate principal amount of the Term Loan Facility, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and the Term Sheets. The commitments hereunder of the Initial Lenders are several and not joint. You and the Arrangers further agree that no other titles will be awarded, and no other compensation will be paid (other than as expressly contemplated by this Commitment Letter and the Fee Letter referred to below) in connection with the Facilities unless you and the Arrangers shall so agree.

It is agreed that (i) each of the Lead Arrangers will act as a joint lead arranger and joint bookrunner for the Facilities, (ii) DBNY will act as administrative agent and collateral agent for the Senior Credit Facilities, (iii) GS Bank will act as administrative agent and collateral agent for the Secured Bridge Facility, (iv) each of BNPPSC, Commerzbank, CACIB, TD Securities and Wells Fargo Securities will act as a bookrunner for the Revolving Credit Facility and the Secured Bridge Facility and as a co-manager for the Term Loan Facility and (v) each of Banco Santander, SG, STRH, NatWest and U.S. Bank will act as a co-manager for the Senior Credit Facilities and the Secured Bridge Facility, and each of them will, in such capacities, perform the duties and exercise the authority customarily performed and exercised by it in such roles. It is further agreed that (i) DBSI shall have “left” placement in any and all marketing materials and documentation used in connection with the Revolving Credit Facility, (ii) CSLF shall have “left” placement in any and all marketing materials and documentation used in connection with the Term Loan Facility and (iii) Goldman, Sachs & Co. will act as global coordinator with respect to the Facilities. All other financial institutions and any Arranger will be listed in customary fashion (as mutually agreed to by the Original Commitment Parties on the Original Signing Date and you) on any offering or marketing materials in respect of the Facilities.

Each Initial Lender reserves the right, prior to or after the execution of definitive documentation for any Facility, to syndicate all or a portion of its commitments in respect of such Facility hereunder to one or more financial institutions identified by the Arrangers in consultation with you and reasonably acceptable to the Arrangers and you (your consent not to be unreasonably withheld), including, without limitation, any relationship lenders designated by you and reasonably acceptable to the Arrangers, that will become parties to such definitive documentation or to this Commitment Letter as set forth herein pursuant to a syndication to be managed by the Arrangers (the Initial Lenders and other the financial institutions becoming parties to such definitive documentation or this Commitment Letter being collectively referred to as the “Lenders”). You agree until the date that is the earlier of (i) 60 days after the Closing Date and (ii) the date on which a Senior Successful Syndication (as defined in the Fee Letter) is achieved (such earlier date referred to in clauses (i) and (ii), the “Syndication Date”) actively to assist, and to use commercially reasonable efforts (consistent with the terms of the Business Combination Agreement) to cause Sprint to assist, the Arrangers in completing an orderly and Senior Successful Syndication of each Facility. In that regard, you agree promptly to prepare and provide to the Arrangers such information with respect to the Company and its subsidiaries, and to use commercially reasonable efforts (consistent with the terms of the Business Combination Agreement) to cause Sprint promptly to prepare and provide to the Arrangers such information with respect to Sprint and its subsidiaries, in each case including financial information, as the Arrangers may reasonably request in connection with the arrangement and syndication

of each Facility; provided that the only financial statements that you or Sprint shall be required to deliver are those financial statements described in paragraphs 2 and 3 of Exhibit D attached hereto. Your assistance shall also include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing lending and investment banking relationships and (consistent with the terms of the Business Combination Agreement) the existing lending and investment banking relationships of Sprint, (b) direct contact between appropriate senior management of the Company and the proposed Lenders (and your using commercially reasonable efforts (consistent with the terms of the Business Combination Agreement) to arrange such contact between appropriate senior management of Sprint and the proposed Lenders), (c) your assistance, and your using commercially reasonable efforts (consistent with the terms of the Business Combination Agreement) to cause Sprint to assist, in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the syndication of each Facility (collectively, “Information Materials”), (d) your using commercially reasonable efforts to obtain, prior to the launch of general syndication, indicative pro forma ratings of each Facility and corporate/family ratings for each of the Company and Sprint from each of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Financial Services LLC (“S&P”), and (e) the hosting, with the Arrangers, of a single lender meeting and a reasonable number of conference calls with prospective Lenders at times to be mutually agreed. In addition, to facilitate an orderly and successful syndication of each Facility, you agree that, until the later of the Closing Date and the completion of a successful syndication of each Facility (as defined in the Fee Letter referred to below) you and your subsidiaries will not (and you will use commercially reasonable efforts (consistent with the terms of the Business Combination Agreement) to cause Sprint and its subsidiaries not to) issue, sell, offer, place or arrange any debt securities or commercial bank or other credit facilities of the Company, Sprint or their respective subsidiaries that could reasonably be expected to materially and adversely impair the primary syndication of such Facility, other than (i) the Facilities, (ii) the Permanent Financing, (iii) any Debt Offers (as defined in the Business Combination Agreement) and (iv) any debt excluded from the definition of the term “Debt Incurrence” as defined in the Secured Bridge Facility Term Sheet, in each case without the written consent of the Arrangers, such consent not to be unreasonably withheld or delayed. Without limiting your obligations to assist with the syndication efforts as set forth herein and notwithstanding anything to the contrary contained in this Commitment Letter, the Term Sheets, the Fee Letter or the definitive documentation for the Facilities, each Initial Lender agrees that neither the commencement nor the completion of a successful syndication nor the obtaining of ratings nor your compliance with this paragraph in any other manner shall constitute a condition to the funding under any Facility on the Closing Date.

You agree, at the request of the Arrangers, to assist, and to use commercially reasonable efforts (consistent with the terms of the Business Combination Agreement) to cause Sprint to assist, in the preparation of an additional version of the Information Materials to be used by prospective Lenders’ public-side employees and representatives who do not wish to receive material non-public information (within the meaning of United States Federal securities laws) with respect to the Company, Sprint, their respective subsidiaries and any securities of any of the foregoing (“MNPI”) and who may be engaged in investment and other market related activities with respect to the Company, Sprint, their respective subsidiaries or any securities of any of the foregoing. It is understood that, in connection with your assistance described above, you will provide customary authorization letters (and you will use commercially reasonable efforts, consistent with the terms of the Business Combination Agreement, to have Sprint provide such letter) to the Arrangers authorizing the distribution of the Information Materials to prospective Lenders and, in the case of any distribution of any Information Materials, to “public-siders”, containing a representation that such Information Materials do not contain MNPI and a customary “10b-5” representation. You agree that the following documents may be distributed to both “private-siders” and “public-siders” unless you advise the Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to “private-siders” and provided that you shall have been given a reasonable opportunity to review such documents: (a) the Term Sheets, (b) administrative materials prepared by any Arranger for prospective Lenders (such as lender meeting invitations, lender allocations

and funding and closing memoranda), (c) notifications of changes in the terms of the Facilities, and (d) drafts of the definitive documentation for the Facilities. If you advise us that any of the foregoing should be distributed only to “private-siders”, then “public-siders” will not receive such materials without further discussions with you.

You hereby represent and covenant that (a) all written information, other than the Projections (as defined below) and information of a general economic or industry nature, that has been or will be made available to any of the Initial Lenders or Arrangers by or on behalf of you in connection with the Transactions (the “Information”) is or, when furnished, will be, in each case when taken as a whole and in light of the circumstances when furnished, correct in all material respects at the time furnished and does not or will not at the time furnished contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made and (b) the projections, financial estimates, forecasts and other forward-looking information that have been or will be made available to any of the Initial Lenders or Arrangers by or on behalf of you in connection with the Transactions (the “Projections”) have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time made and at the time the Projections are so made available (it being understood that the Projections, by their nature, are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved); provided that, with respect to any Information or Projections prepared by or relating to Sprint or its subsidiaries, the foregoing representations are made only to the best of your knowledge. You agree that if at any time until the later of the Syndication Date and the Closing Date you become aware that the representations in the immediately preceding sentence would not be true in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will (and with respect to Sprint, use your commercially reasonable efforts to cause Sprint to) promptly supplement the Information and the Projections so that such representations or warranties would be true in all material respects under those circumstances. You understand that in connection with the syndication of the Facilities we will use and rely on the Information without independent verification thereof. Notwithstanding the foregoing, it is understood that each Initial Lender’s commitments hereunder are not subject to or conditioned upon the accuracy of the representations set forth in this paragraph, and notwithstanding anything to the contrary contained in this Commitment Letter, the Term Sheets, the Fee Letter or the definitive documentation for the Facilities, the accuracy of such representations shall not constitute a condition to the funding under any Facility on the Closing Date.

The Arrangers will, in consultation with you, manage all aspects of the syndication of the Facilities, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Lenders, the allocation of any title or role to any Lender and the amount and distribution of fees among the Lenders; it being understood and agreed that we will not syndicate to those persons identified in writing to the Original Commitment Parties on or prior to the Original Signing Date and, with respect to persons who are competitors of you or your subsidiaries or Sprint or its subsidiaries, identified in writing from time to time after the Original Signing Date (but without retroactive effect) and, in each case, their affiliates (other than bona fide debt fund affiliates of competitors) to the extent such affiliates are identified in writing or are otherwise clearly identifiable on the basis of name (collectively, the “Disqualified Lenders). Notwithstanding the Arrangers’ right to syndicate the Facilities (other than in the case of an assignment of commitments under the Secured Bridge Facility with your consent pursuant to a customary joinder agreement to this Commitment Letter), no Initial Lender shall be relieved or released from its commitment hereunder prior to the funding thereof on the Closing Date in connection with any syndication, assignment or participation of such Facility (and unless you otherwise agree in writing, each Initial Lender and each Arranger shall at all times retain exclusive control over all its rights and obligations with respect to such Facility and its commitments in respect thereof, including all rights with respect to consents, modifications, supplements, waivers and

amendments of this Commitment Letter and the definitive documentation with respect to such Facility, and each Initial Lender and each Arranger shall notify you of any participation of its commitments in respect of the Revolving Credit Facility hereunder). You acknowledge and agree that the amount of the Secured Bridge Facility will be reduced as provided under the “Mandatory Commitment Reduction and Prepayment” section of the Secured Bridge Facility Term Sheet upon the occurrence of any of the events described therein at any time after the date hereof, and that any such reduction will be allocated on a pro rata basis among the commitments of the Initial Lenders in respect of the Secured Bridge Facility or, to the extent permitted in the Secured Bridge Facility Term Sheet, the other Facilities.

As consideration for the Initial Lenders’ commitments hereunder and our agreements to perform the services described herein, you agree to pay to us the fees as set forth in the second amended and restated arranger fee letter dated the date hereof and delivered herewith and any other fees as set forth in any fee letter dated the date hereof and delivered herewith (collectively, as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Fee Letter”).

The commitments of the Initial Lenders and the agreements of the Initial Lenders and the Arrangers hereunder in respect of each Facility are subject only to the following conditions (collectively, the “Funding Conditions”, and the date on which such conditions are satisfied or waived, the “Closing Date”): (a) except as (i) set forth in any Sprint Filed SEC Documents (as defined in the Business Combination Agreement), excluding any disclosures in such Sprint Filed SEC Documents (as defined in the Business Combination Agreement) contained in any risk factors section, any section related to forward-looking statements and other disclosures that are predictive, cautionary or forward-looking in nature, or (ii) except as disclosed in the disclosure letter delivered by Sprint to T-Mobile (as defined in the Business Combination Agreement) at or prior to the execution of the Business Combination Agreement, since March 31, 2017, there have been no Effects (as defined in the Business Combination Agreement) that, individually or in the aggregate, have had or would reasonably be expected to have a “Material Adverse Effect on Sprint” (as defined in the Business Combination Agreement), (b) the execution and delivery by the Borrower and the Guarantors of definitive documentation for such Facility consistent with this Commitment Letter, the applicable Term Sheet and the Fee Letter and subject to the Documentation Provision and (c) the satisfaction or waiver of the other conditions expressly set forth in Exhibit D attached hereto. For purposes of the foregoing, “Material Adverse Effect” means any Material Adverse Effect on Sprint (as defined in the Business Combination Agreement). It is understood that there are no conditions (implied or otherwise) to the commitment hereunder (including compliance with the terms of this Commitment Letter, the Term Sheets, the Fee Letter, the definitive documentation for the Facilities or otherwise) other than the Funding Conditions (and upon satisfaction or waiver of the Funding Conditions, the funding duly requested by the Borrower under each Facility on the Closing Date shall occur).

Notwithstanding anything in this Commitment Letter, the Term Sheets, the Fee Letter, the definitive documentation for the Facilities or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, (a) the only representations the making and accuracy of which shall be a condition to availability of the Facilities on the Closing Date shall be (i) the representations made by Sprint in the Business Combination Agreement as are material to the interests of the Lenders, but only to the extent that you (or your affiliates) have the right under the Business Combination Agreement to terminate your obligations under the Business Combination Agreement or not to consummate the Acquisition as a result of such representations in the Business Combination Agreement being inaccurate (the “Business Combination Agreement Representations”) and (ii) the Specified Representations (as defined below) and (b) the terms of the definitive documentation for each Facility shall be in a form such that such Facility is available on the Closing Date if the Funding Conditions are satisfied or waived (it being understood that, to the extent any Collateral (other than to the extent that a lien on such Collateral may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or (y) the delivery of stock certificates of any material domestic subsidiary of the Company or any Guarantor (other than any

subsidiary of Sprint to the extent the stock certificates of such subsidiary were not obtained after the Company’s commercially reasonable efforts on or prior to the Closing Date) which are required to be delivered under the Term Sheets) is not or cannot be provided or perfected on the Closing Date after your use of commercially reasonable efforts to do so (consistent with the Business Combination Agreement), the provision or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities and the making of the initial loans and other extensions of credit thereunder on the Closing Date, but shall be required to be perfected within 90 days after the Closing Date (in each case subject to extensions granted by the applicable Administrative Agent, in its sole discretion)). For purposes hereof, (x) “Specified Representations” means the representations and warranties of the Borrower and each of the Guarantors set forth in the applicable Term Sheet with respect to (A) organization and power, authorization, due execution and delivery, in each case as they relate to the entering into and performance of the definitive documentation for such Facility by the Borrower and the Guarantors; (B) the enforceability with respect to the Borrower and Guarantors of the definitive documentation for such Facility (subject to customary enforceability exceptions); (C) noncontravention by the definitive documentation for such Facility with respect to the organizational documents of the Borrower and the Guarantors; (D) Federal Reserve margin regulations; (E) Investment Company Act status of the Borrower and the Guarantors; (F) use of proceeds of the loans under such Facility not in violation of OFAC and FCPA; (G) solvency as of the Closing Date of the Company and its subsidiaries (including Sprint and its subsidiaries) on a consolidated basis (with solvency to be defined in a manner consistent with the form of solvency certificate attached as Exhibit E); (H) the creation, validity and perfection of the security interests in the Collateral (subject in all respects to the limitations set forth above in this paragraph), (I) the PATRIOT Act and (J) absence of a Specified Event of Default and (y) “Specified Event of Default” means a bankruptcy event of default with respect to the Company or the Borrower. The provisions of this paragraph are referred to as the “Documentation Provision”.

You agree (a) to indemnify and hold harmless each of the Initial Lenders and Arrangers and each of their affiliates, and each of the respective officers, directors, employees, members, partners, trustees, advisors, agents and controlling persons of the foregoing and their respective successors and assigns (each, an “indemnified person”), from and against any and all losses, claims, damages and liabilities, and expenses reasonably related thereto, to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Original Commitment Letter, the Amended and Restated Commitment Letter, the Term Sheets, the Fee Letter, the Original Fee Letter (as defined in the Fee Letter), the Amended and Restated Fee Letter (as defined in the Fee Letter), the Facilities and the actual or proposed use of the proceeds thereof or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto (and regardless of whether such matter is initiated by you or by any other person) (any of the foregoing, a “Proceeding”), and to reimburse each indemnified person upon demand for any reasonable and documented out-of-pocket legal or other out-of-pocket expenses incurred in connection with investigating or defending any Proceeding (it being agreed that, notwithstanding the foregoing, you shall not be responsible for the reimbursement of fees, charges and disbursements of more than one firm of counsel for all the indemnified persons and, if deemed reasonably necessary by us, one firm of regulatory counsel and/or one firm of local counsel in each appropriate jurisdiction, in each case for all indemnified persons, except where any indemnified person reasonably believes that an actual or perceived conflict of interest exists affecting such indemnified person and informs you of such conflict, in which case you shall also be responsible for the reimbursement of fees, charges and disbursements of one firm of counsel (and, if deemed reasonably necessary by such indemnified person, one firm of regulatory and/or one firm of local counsel in each appropriate jurisdiction) for such indemnified person); provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent they are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of such indemnified person or any Related Person thereof (as defined below) or a material breach of the agreements set forth herein of such

indemnified person or any of its Related Persons or (ii) to the extent resulting from any Proceeding that does not involve an act or omission of you or any of your affiliates and that is brought by an indemnified person against any other indemnified person, other than claims against any Initial Lender or Arranger in its capacity in fulfilling its role as an agent or arranger or any other similar role under the Facilities; and (b) to reimburse the Initial Lenders, the Arrangers and each of their affiliates upon demand for all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of one firm of outside counsel (and, if deemed reasonably necessary by us, one firm of regulatory counsel and/or one firm of local counsel in each appropriate jurisdiction)) incurred in connection with the Facilities and any related documentation (including this Commitment Letter, the Original Commitment Letter, the Amended and Restated Commitment Letter, the Term Sheets, the Fee Letter, the Original Fee Letter, the Amended and Restated Fee Letter, and the definitive documentation for the Facilities) or the amendment, modification or waiver of any thereof. No indemnified person shall be liable for any damages arising from the use of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the gross negligence or willful misconduct of such indemnified person or any of its Related Persons, and no party hereto shall be liable for any special, indirect, consequential or punitive damages in connection with this Commitment Letter, the Original Commitment Letter, the Amended and Restated Commitment Letter, the Term Sheets, the Fee Letter, the Original Fee Letter, the Amended and Restated Fee Letter, the Facilities or its activities related thereto; provided that nothing contained in this sentence will limit your indemnity and reimbursement obligations set forth in this paragraph. For purposes hereof, a “Related Person” of an indemnified person means (a) any controlling person, controlled affiliate or subsidiary of such indemnified person, (b) the respective directors, officers or employees of such indemnified person or any of its subsidiaries, controlled affiliates or controlling persons, and (c) the respective agents and advisors of such indemnified person or any of its subsidiaries, controlled affiliates or controlling persons (with respect to this clause (c), in each case acting at the direction of such indemnified person or such subsidiaries, controlled affiliates or controlling persons).

You will not, without the prior written consent of the applicable indemnified person (which shall not be unreasonably withheld), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder (whether or not any indemnified person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of such indemnified person from all liability or claims that are the subject matter of such Proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of such indemnified person. You will not be liable for any settlement, compromise, consent or termination of any pending or threatened Proceeding effected without your prior written consent (which shall not be unreasonably withheld); provided that the foregoing indemnity will apply to any such settlement, compromise, consent or termination in the event that you were offered the ability to assume the defense of the action that was the subject matter of such settlement, compromise, consent or termination and elected not to assume such defense; and provided, further, that if a Proceeding is settled, compromised, consented to or terminated with your prior written consent or if there is a final judgment in any such Proceeding, you agree to indemnify and hold harmless each indemnified person to the extent and in the manner set forth above.

This Commitment Letter shall not be assignable by you without the prior written consent of each of the Initial Lenders and the Arrangers (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to confer any benefits upon, create any rights in favor of or be enforceable by or at the request of any person other than the parties hereto and the indemnified persons. Except (x) as provided in the eighth paragraph of this Commitment Letter and (y) with respect to assignments between GSLP and GS Bank, the Initial Lenders may not assign all or any portion of their respective commitments in respect of any Facility hereunder (and any purported assignment without such consent shall be null and void). The

commitments hereunder of the Initial Lenders with respect to each Facility shall be superseded by the commitments in respect of such Facility set forth in the definitive credit agreement for such Facility, so long as such definitive credit agreement for such Facility is consistent with the terms of this Commitment Letter and the exhibits and annexes attached hereto (including the terms contained under the caption “Certain Funds” in the applicable Term Sheet) and such facility does not contain any conditions to funding other than the Funding Conditions, and upon the execution and delivery of such definitive credit agreement for such Facility by all of the parties thereto and the effectiveness of such definitive credit agreement, each Initial Lender shall be released from its commitment hereunder. Any and all obligations of, and services to be provided by, any Initial Lender or Arranger hereunder may be performed, and any and all rights of any Initial Lender or Arranger hereunder may be exercised, by or through its affiliates; provided that such Initial Lender or Arranger shall not be relieved of any of its obligations hereunder in the event any such affiliate shall fail to perform such obligation in accordance with the terms hereof.

This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and us. Delivery of an executed signature page of this Commitment Letter by facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among the parties hereto with respect to the Facilities and set forth the entire understanding of the parties hereto with respect thereto.

THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF 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 you (or any of your affiliates) have the right under the Business Combination Agreement to terminate your obligations under the Business Combination Agreement or 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. Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of any state or Federal court sitting in the county of New York over any suit, action or proceeding directly or indirectly arising out of, relating to, based upon or as a result of this Commitment Letter, the Original Commitment Letter, the Amended and Restated Commitment Letter, the Term Sheets, the Fee Letter, the Original Fee Letter, the Amended and Restated Fee Letter or the transactions contemplated hereby or thereby. Each party hereto agrees that service of any process, summons, notice or document by registered mail addressed to it at the address set forth above shall be effective service of process for any suit, action or proceeding brought in any such court. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. Each party hereto agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon it and may be enforced in any other courts to whose jurisdiction it is or may be subject, by suit upon judgment. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR BASED UPON OR AS A RESULT OF THIS COMMITMENT LETTER, THE ORIGINAL COMMITMENT LETTER, THE AMENDED AND RESTATED COMMITMENT LETTER, THE TERM SHEETS, THE FEE LETTER, THE ORIGINAL FEE LETTER, THE AMENDED AND RESTATED FEE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

This Commitment Letter is delivered to you on the understanding that none of this Commitment Letter, the Original Commitment Letter, the Amended and Restated Commitment Letter, the Term Sheets, the Fee Letter, the Original Fee Letter, the Amended and Restated Fee Letter or any of their terms or substance shall be disclosed, directly or indirectly, by you to any other person, except that (a) this Commitment Letter, the Original Commitment Letter, the Amended and Restated Commitment Letter, the Term Sheets, the Fee Letter, the Original Fee Letter, the Amended and Restated Fee Letter and their terms and substance may be disclosed to your and Deutsche Telekom AG’s (“DT”), and your and DT’s respective subsidiaries, and the respective directors, officers, employees, agents, auditors, attorneys and other advisors and representatives of each of you, DT and your respective subsidiaries who are directly involved in the consideration of this matter and informed of the confidential nature thereof; (b) this Commitment Letter, the Original Commitment Letter, the Amended and Restated Commitment Letter, the Term Sheets and their terms and substance (and a version of the Fee Letter, the Original Fee Letter and the Amended and Restated Fee Letter redacted in the manner reasonably acceptable to the Arrangers) may be disclosed (i) to Sprint, SoftBank Group Corp. (“SoftBank”), and their respective directors, officers, employees, agents, auditors, attorneys and other advisors and representations who are directly involved in the consideration of the Acquisition and informed of the confidential nature thereof and (ii) to the extent requested by them, to Moody’s, S&P and Fitch on a confidential basis; (c) this Commitment Letter, the Original Commitment Letter, the Amended and Restated Commitment Letter the Term Sheets and their terms and substance (but not the Fee Letter, the Original Fee Letter, the Amended and Restated Fee Letter or, except as specified below, their terms or substance) may be disclosed (i) in any prospectus, offering memorandum or confidential information memorandum relating to any Permanent Financing and (ii) in one or more filings with the Securities and Exchange Commission; provided that, notwithstanding the foregoing, you may disclose the aggregate amount payable as fees under the Fee Letter, the Original Fee Letter or the Amended and Restated Fee Letter in any of the foregoing as part of the generic aggregate transaction expenses included in any sources and uses disclosure; (d) this Commitment Letter, the Original Commitment Letter, the Amended and Restated Commitment Letter, the Term Sheets, the Fee Letter, the Original Fee Letter, the Amended and Restated Fee Letter and their terms and substance otherwise may be disclosed as may be compelled in a judicial or administrative proceeding or as otherwise required by law or requested by governmental authority (in which case you agree to the extent permitted by applicable law to inform us promptly thereof); or (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, the Original Commitment Letter, the Amended and Restated Commitment Letter, the Fee Letter, the Original Fee Letter, the Amended and Restated Fee Letter or the transactions contemplated hereby or thereby or enforcement hereof or thereof; provided that the foregoing restrictions shall cease to apply (except in respect of the Fee Letter, the Original Fee Letter and the Amended and Restated Fee Letter and their terms and substance) after this Commitment Letter has been accepted by you and it has become publicly available or, if not made publicly available, on the date that is two years following the termination of this Commitment Letter in accordance with its terms.

Each Arranger and Initial Lender shall use all non-public information provided to it by or on behalf of you hereunder solely for the purpose of providing the services that are the subject of this letter agreement and shall treat confidentially all such information, except in each case for information that was or becomes publicly available other than by reason of disclosure by such Arranger or Initial Lender in violation of this letter agreement or was or becomes available to such Arranger or Initial Lender or its affiliates from a source which is not known by such Arranger or Initial Lender to be subject to a confidentiality obligation to the Company, provided that nothing herein shall prevent such Arranger or Initial Lender from disclosing any such information (i) to lenders or prospective lenders, participants or assignees under the Facilities or prospective hedge providers, in each case, on a confidential basis, (ii) to the extent requested by them, to Moody’s, S&P and Fitch on a confidential basis, (iii) as may be compelled in a judicial or administrative proceeding or as otherwise required by law or requested by governmental authority (in which case we agree to the extent permitted by applicable law to inform you promptly thereof (except with respect to any audit or examination conducted by bank accountants or any self-regulatory

authority or governmental or regulatory authority exercising examination or regulatory authority)), (iv) to such Arranger’s or Initial Lender’s employees, legal counsel, independent auditors and other experts or agents who need to know such information and are informed of the confidential nature of such information, (v) to any of its affiliates (with such Arranger or Initial Lender being responsible for its affiliate’s compliance with this paragraph) and its affiliates’ employees, legal counsel, independent auditors and other experts or agents who need to know such information and are informed of the confidential nature of such information, (vi) upon the request or demand of any regulatory authority having jurisdiction over it or any of its affiliates, (vii) to the extent any such information becomes publicly available other than by reason of disclosure by us, our respective affiliates or any of our respective representatives in breach of this Commitment Letter, the Original Commitment Letter or the Amended and Restated Commitment Letter (viii) to the extent that such information is independently developed by us or is received by us from a third party that is not, to our knowledge, subject to confidentiality obligations owing to you, DT, Sprint, SoftBank or any of your or their respective affiliates or related parties, (ix) to establish a due diligence defense or (x) to enforce their respective rights hereunder or under the Original Commitment Letter, the Amended and Restated Commitment Letter, the Fee Letter, the Original Fee Letter or the Amended and Restated Fee Letter. In addition, each Arranger and Initial Lender may disclose the existence of the Facilities and the information about the Facilities to market data collectors, similar services providers to the lending industry and service providers to the Arrangers or Initial Lenders in connection with the administration and management of the Facilities. This undertaking by each Arranger or Initial Lender shall automatically terminate on the date that is thirty months from the Original Signing Date. Nothing in this letter agreement precludes any Arranger or Initial Lender or its affiliates from using or disclosing any confidential information in connection with any suit, action or proceeding for the purpose of defending itself, reducing its liability or protecting or exercising any of its rights, remedies or interests.

You agree that each of us will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter, or the communications pursuant hereto or otherwise, will be deemed to create an advisory, fiduciary or agency relationship or fiduciary duty between any of us, on the one hand, and you, Sprint or your or its subsidiaries, affiliates or equityholders, on the other, irrespective of whether any of us has advised or is advising you on other matters. You acknowledge and agree that (a) the financing transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions among us and you, (b) in connection therewith and with the process leading to such transactions, each of us is acting solely as a principal and not as an agent or fiduciary of you, Sprint, your or its subsidiaries and affiliates or any other person, and none of us has assumed (and will not be deemed on the basis of our communications or activities hereunder to have assumed) an advisory or fiduciary responsibility or any other obligation in favor of you, Sprint, your or its subsidiaries or affiliates or any other person (irrespective of whether any of us or any of our affiliates are concurrently providing other services to you), and (c) you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto and have consulted your own legal and financial advisors to the extent you have deemed appropriate. You hereby waive, to the fullest extent permitted by law, any claims you may have against any of us for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the financing transactions contemplated by this Commitment Letter and agree that none of us shall have any liability (whether direct or indirect) in connection with the financing transactions contemplated by this Commitment Letter to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees and creditors.

You acknowledge that each of us and our affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you or Sprint may have conflicting interests. Each of us agrees that it will not use confidential information obtained from you in connection with the transactions contemplated hereby in connection with the performance by it of services for other companies, or will furnish any such information to other companies. You also acknowledge that none of us has any obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies.

You further acknowledge that each of us, together with our affiliates, is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each of us and our affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for our own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you and your subsidiaries and other companies with which you or your subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any of us, any of our affiliates or any of our or their customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

As you know, Goldman Sachs & Co. LLC has been retained by the Company (or one of its affiliates) and DT as financial advisor (in such capacity, the “Financial Advisor”) in connection with the Transactions. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Financial Advisor, on the one hand, and our and our affiliates’ relationships with you as described and referred to herein, on the other. Each of the Commitment Parties hereto acknowledges (i) the retention of Goldman Sachs & Co. LLC as the Financial Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of Goldman Sachs or its affiliates.

The provisions contained herein relating to compensation, expense reimbursement, indemnification, governing law, submission to jurisdiction, waiver of breach of fiduciary duty or alleged breach of fiduciary duty, waiver of jury trial and confidentiality and in the Fee Letter shall remain in full force and effect notwithstanding the termination of this Commitment Letter or the commitment hereunder, and whether or not definitive documentation for any Facility shall be executed (except to the extent a similar provision relating to expense reimbursement and indemnification (covering the parties and matters covered by the analogous provisions of this Commitment Letter) is also in the definitive documentation for such Facility, in which case such provision in the definitive documentation for such Facility shall govern upon execution thereof). The provisions contained herein relating to syndication and information shall remain in full force and effect whether or not definitive documentation for any Facility shall be executed.

Each of the Initial Lenders and Arrangers hereby notifies you that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it and the Lenders are required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information includes the name and address and other information of the Borrower and the Guarantors that will allow the Initial Lenders, the Arrangers and Lenders to identify the Borrower and the Guarantors in accordance with the Patriot Act.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity) with respect to the subject matter contained herein, including an agreement to fund or otherwise extend credit under the commitments hereunder subject only to satisfaction of the Funding Conditions.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheets and the Fee Letter by returning to us an executed counterpart hereof and of the Fee Letter, to the Arrangers, in each case not later than 11:59 p.m. New York City time, on September 6, 2019, failing which the Initial Lenders’ commitments and the agreements of the Initial Lenders and Arrangers hereunder will expire at such time. In the event the Closing Date does not occur on or before 11:59 p.m. (New York time), on the Commitment Termination Date (as defined below), the Initial Lenders’ commitments and the agreements of the Commitment Parties hereunder will automatically expire and terminate at such time, without any further action or notice and without any further obligation. For purposes hereof, the “Commitment Termination Date” means February 1, 2020; provided that the Commitment Termination Date shall automatically, without delivery of any instrument or performance of any act by any party hereto, be extended to May 1, 2020 in the event the Closing Date does not occur on or before 11:59 p.m. (New York time) on February 1, 2020.

Notwithstanding the foregoing, this Commitment Letter shall also terminate upon the earlier of (i) the valid termination of the Business Combination Agreement in accordance with its terms or (ii) the consummation of the Acquisition with the use of the Facilities (after the funding thereof) or without the use of the Facilities (unless the Commitment Parties have failed to fund in breach of their obligations hereunder); provided that the termination of any commitment pursuant to this sentence does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter.

The Amended and Restated Commitment Letter shall be superseded hereby in its entirety upon the effectiveness of this Commitment Letter; provided notwithstanding anything to the contrary herein, (i) the Original Commitment Parties shall be entitled to the benefits of the indemnification and expense reimbursement provisions of this Commitment Letter as if they were in effect on the Original Signing Date and (ii) the Commitment Parties shall be entitled to the benefits of the indemnification and expense reimbursement provisions of this Commitment Letter as if they were in effect on the Amendment and Restatement Date.

[Signature pages follow.]

We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

[Signature Page to Project Lakes Commitment Letter]

Accepted and agreed to as of

the date set forth above by:

[Signature Page to Project Lakes Commitment Letter]

EXHIBIT A

PROJECT LAKES

US$8.0 Billion Senior Secured Credit Facility

Summary of Terms and Conditions²

A-1

A-2

A-3

A-4

A-5

A-6

A-7

A-8

A-9

A-10

A-11

A-12

A-13

A-14

A-15

A-16

A-17

A-18

A-19

A-20

A-21

A-22

A-23

ANNEX I

A-I-1

A-I-2

ANNEX II

Certain Changes to Covenants, Financial Definitions and Other Terms

Financial Definitions

Negative Covenants

A-II-1

Annex II-2

EXHIBIT B

PROJECT LAKES

US$19.0 Billion Secured Bridge Loan Facility

Summary of Terms and Conditions⁴

B-1

B-2

B-3

B-4

B-5

B-6

B-7

ANNEX I

B-I-1

B-I-2

B-I-3

EXHIBIT C

[RESERVED]

C-1

EXHIBIT D

PROJECT LAKES

US$8.0 Billion Senior Secured Credit Facilities

US$19.0 Billion Senior Secured Bridge Loan Facility

Additional Conditions Precedent⁵

The initial borrowings under each Facility shall be subject to the following conditions precedent:

D-1

D-2

EXHIBIT E

FORM OF SOLVENCY CERTIFICATE

Pursuant to the Credit Agreement, the undersigned hereby certifies, solely in such undersigned’s capacity as [chief financial officer] of [the Borrower] (the “Borrower”), and not individually, and without any personal liability, as follows:

As of the date hereof, after giving effect to the consummation of the Transaction, including the making of the Loans under the Credit Agreement on the date hereof, and after giving effect to the application of the proceeds of such Loans, he is of the opinion that:

a. The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise;

b. The present fair saleable value of the property of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;

c. The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and

d. The Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital.

For purposes of this certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

The undersigned is familiar with the business and financial position of the Borrower and its Subsidiaries. In reaching the conclusions set forth in this Certificate, the undersigned has made such other investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by the Borrower and its Subsidiaries after consummation of the transactions contemplated by the Commitment Letter.

[Signature page follows]

E-1

IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

E-2