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As Of Filer Filing For·On·As Docs:Size 2/07/19 T-Mobile US, Inc. 10-K 12/31/18 134:25M |
Document/Exhibit Description Pages Size
1: 10-K Tmus Form 10-K HTML 2.05M
2: EX-4.41 Tmus Exhibit 4.41 HTML 64K
5: EX-10.10 Tmus Exhibit 10.10 HTML 54K
6: EX-10.11 Tmus Exhibit 10.11 HTML 92K
3: EX-10.3 Tmus Exhibit 10.3 HTML 76K
7: EX-10.30 Tmus Exhibit 10.30 HTML 60K
8: EX-10.45 Tmus Exhibit 10.45 HTML 69K
4: EX-10.7 Tmus Exhibit 10.7 HTML 54K
9: EX-10.75 Tmus Exhibit 10.75 HTML 50K
10: EX-21.1 Tmus Exhibit 21.1 HTML 49K
11: EX-23.1 Tmus Exhibit 23.1 HTML 38K
12: EX-31.1 Tmus Exhibit 31.1 HTML 44K
13: EX-31.2 Tmus Exhibit 31.2 HTML 45K
14: EX-32.1 Tmus Exhibit 32.1 HTML 39K
15: EX-32.2 Tmus Exhibit 32.2 HTML 39K
22: R1 Document and Entity Information HTML 72K
23: R2 Consolidated Balance Sheets HTML 151K
24: R3 Consolidated Balance Sheets (Parenthetical) HTML 52K
25: R4 Consolidated Statements of Comprehensive Income HTML 142K
26: R5 Consolidated Statements of Comprehensive Income HTML 46K
(Parenthetical)
27: R6 Consolidated Statements of Cash Flows HTML 174K
28: R7 Consolidated Statements of Cash Flows HTML 43K
(Parenthetical)
29: R8 Consolidated Statement of Stockholders' Equity HTML 134K
30: R9 Consolidated Statement of Stockholders' Equity HTML 43K
(Parenthetical)
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32: R11 Business Combinations HTML 93K
33: R12 Receivables and Allowance for Credit Losses HTML 137K
34: R13 Sales of Certain Receivables HTML 91K
35: R14 Property and Equipment HTML 93K
36: R15 Goodwill, Spectrum License Transactions and Other HTML 106K
Intangible Assets
37: R16 Fair Value Measurements HTML 89K
38: R17 Debt HTML 187K
39: R18 Tower Obligations HTML 54K
40: R19 Revenue from Contracts with Customers HTML 84K
41: R20 Employee Compensation and Benefit Plans HTML 117K
42: R21 Repurchases of Common Stock HTML 55K
43: R22 Income Taxes HTML 147K
44: R23 Earnings Per Share HTML 79K
45: R24 Commitments and Contingencies HTML 58K
46: R25 Additional Financial Information HTML 157K
47: R26 Guarantor Financial Information HTML 1.06M
48: R27 Quarterly Financial Information (Unaudited) HTML 120K
49: R28 Summary of Significant Accounting Policies HTML 331K
(Policies)
50: R29 Summary of Significant Accounting Policies HTML 122K
(Tables)
51: R30 Business Combinations (Tables) HTML 72K
52: R31 Receivables and Allowance for Credit Losses HTML 137K
(Tables)
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54: R33 Property and Equipment (Tables) HTML 92K
55: R34 Goodwill, Spectrum License Transactions and Other HTML 98K
Intangible Assets (Tables)
56: R35 Fair Value Measurements (Tables) HTML 70K
57: R36 Debt (Tables) HTML 161K
58: R37 Tower Obligations (Tables) HTML 45K
59: R38 Revenue from Contracts with Customers (Tables) HTML 70K
60: R39 Employee Compensation and Benefit Plans (Tables) HTML 107K
61: R40 Repurchases of Common Stock (Tables) HTML 48K
62: R41 Income Taxes (Tables) HTML 149K
63: R42 Earnings Per Share (Tables) HTML 77K
64: R43 Additional Financial Information (Tables) HTML 154K
65: R44 Guarantor Financial Information (Tables) HTML 1.05M
66: R45 Quarterly Financial Information (Unaudited) HTML 118K
(Tables)
67: R46 Summary of Significant Accounting Policies - HTML 199K
Narrative (Details)
68: R47 Summary of Significant Accounting Policies - HTML 65K
Schedule of Cumulative Impact of Adoption
(Details)
69: R48 Summary of Significant Accounting Policies - HTML 200K
Schedule of Impact of Adoption on Condensed
Consolidated Financial Statements (Details)
70: R49 Business Combinations - Narrative (Details) HTML 136K
71: R50 Business Combinations - Schedule of Assets HTML 104K
Acquired and Liabilities Assumed (Details)
72: R51 Business Combinations - Consideration Transferred HTML 50K
- Iowa Wireless (Details)
73: R52 Receivables and Allowance for Credit Losses - EIP HTML 57K
Receivables (Details)
74: R53 Receivables and Allowance for Credit Losses - HTML 63K
Unamortized Imputed Discount and Allowance for
Credit Losses (Details)
75: R54 Receivables and Allowance for Credit Losses - HTML 62K
Gross EIP Receivables by Credit Category (Details)
76: R55 Sales of Certain Receivables - Sales of Service HTML 54K
Receivables (Details)
77: R56 Sales of Certain Receivables - Sales of EIP HTML 53K
Receivables (Details)
78: R57 Sales of Certain Receivables - Sales of HTML 85K
Receivables and Continuing Involvement (Details)
79: R58 Property and Equipment (Details) HTML 76K
80: R59 Property and Equipment - Leased Wireless Devices HTML 61K
(Details)
81: R60 Property and Equipment - Asset Retirement HTML 58K
Obligation (Details)
82: R61 Goodwill, Spectrum License Transactions and Other HTML 48K
Intangible Assets - Schedule of Changes in
Carrying Amount of Goodwill (Details)
83: R62 Goodwill, Spectrum License Transactions and Other HTML 42K
Intangible Assets - Narrative (Details)
84: R63 Goodwill, Spectrum License Transactions and Other HTML 82K
Intangible Assets - Spectrum Licenses (Details)
85: R64 Goodwill, Spectrum License Transactions and Other HTML 90K
Intangible Assets - Other Intangible Assets
(Details)
86: R65 Fair Value Measurements - Narrative (Details) HTML 62K
87: R66 Fair Value Measurements - Fair Value of Short-term HTML 62K
Investments and Long-term Debt (Details)
88: R67 Debt - Schedule of Debt (Details) HTML 145K
89: R68 Debt - Debt to Third Parties - Issuances and HTML 74K
Borrowings (Details)
90: R69 Debt - Debt to Third Parties - Notes Redemption HTML 66K
(Details)
91: R70 Debt - Debt to Affiliates - Issuances and HTML 82K
Borrowings (Details)
92: R71 Debt - Debt to Affiliates - Incremental Term Loan HTML 55K
Facility (Details)
93: R72 Debt - Debt to Affiliates - Revolving Credit HTML 70K
Facility (Details)
94: R73 Debt - Debt to Affiliates - Commitment Letter HTML 54K
(Details)
95: R74 Debt - Debt to Affiliates - Financing Matters HTML 88K
Agreement and Consents on Debt to Third-Parties
(Details)
96: R75 Debt - Financing Arrangements and Revolving Credit HTML 94K
Facility (Details)
97: R76 Debt - Capital Leases (Details) HTML 56K
98: R77 Debt - Standby Letters of Credit (Details) HTML 43K
99: R78 Tower Obligations - Narrative (Details) HTML 69K
100: R79 Tower Obligations - Sale Leaseback Transaction HTML 42K
(Details)
101: R80 Tower Obligations - Future Minimum Payments HTML 45K
(Details)
102: R81 Revenue from Contracts with Customers - HTML 56K
Disaggregation of Revenue (Details)
103: R82 Revenue from Contracts with Customers - Contract HTML 53K
Balances (Details)
104: R83 Revenue from Contracts with Customers - Remaining HTML 46K
Performance Obligations, Branded Postpaid
Contracts (Details)
105: R84 Revenue from Contracts with Customers - Remaining HTML 48K
Performance Obligations (Details)
106: R85 Revenue from Contracts with Customers - Contract HTML 46K
Costs (Details)
107: R86 Employee Compensation and Benefit Plans - HTML 65K
Narrative (Details)
108: R87 Employee Compensation and Benefit Plans - Schedule HTML 55K
of Stock-based Compensation Expense and Related
Income Tax Benefits (Details)
109: R88 Employee Compensation and Benefit Plans - Schedule HTML 99K
of Restricted Stock and Unit Awards and
Performance Restricted Stock Units Activity
(Details)
110: R89 Employee Compensation and Benefit Plans - Employee HTML 50K
Stock Purchase Plan (Details)
111: R90 Employee Compensation and Benefit Plans - Stock HTML 76K
Options (Details)
112: R91 Employee Compensation and Benefit Plans - Employee HTML 46K
Retirement Savings and Legacy Long-Term Incentive
Plan (Details)
113: R92 Repurchases of Common Stock - Narrative (Details) HTML 72K
114: R93 Repurchases of Common Stock - Schedule of HTML 46K
Repurchases of Common Stock (Details)
115: R94 Income Taxes - Income Tax Domestic and Foreign HTML 44K
(Details)
116: R95 Income Taxes - Components of Income Tax Expense HTML 68K
(Details)
117: R96 Income Taxes - Effective Income Tax Rate HTML 72K
Reconciliation (Details)
118: R97 Income Taxes - Deferred Tax Assets and Liabilities HTML 81K
(Details)
119: R98 Income Taxes - Narrative (Details) HTML 68K
120: R99 Income Taxes - Unrecognized Tax Benefits (Details) HTML 52K
121: R100 Earnings Per Share - Computation of Basic and HTML 94K
Diluted Earnings Per Share (Details)
122: R101 Earnings Per Share - Narrative (Details) HTML 47K
123: R102 Commitments and Contingencies - Narrative HTML 101K
(Details)
124: R103 Additional Financial Information - Accounts HTML 72K
Payable and Accrued Liabilities (Details)
125: R104 Additional Financial Information - Narrative HTML 51K
(Details)
126: R105 Additional Financial Information - Schedule of HTML 117K
Hurricane Impacts (Details)
127: R106 Additional Financial Information - Related Party HTML 49K
Transactions (Details)
128: R107 Guarantor Financial Information - Condensed HTML 227K
Consolidating Balance Sheet Information (Details)
129: R108 Guarantor Financial Information - Condensed HTML 245K
Consolidating Statement of Comprehensive Income
Information (Details)
130: R109 Guarantor Financial Information - Condensed HTML 204K
Consolidating Statement of Cash Flows Information
(Details)
131: R110 Quarterly Financial Information (Unaudited) HTML 79K
(Details)
133: XML IDEA XML File -- Filing Summary XML 239K
132: EXCEL IDEA Workbook of Financial Reports XLSX 188K
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| Exhibit |
(i) | the T-Mobile SPEs, T-Mobile Parent, and CCTMO entered into that certain Master Prepaid Lease, dated as of November 30, 2012 (as amended, modified, and supplemented from time to time, the “MPL”); |
(ii) | CCTMO,
T-Mobile Parent, and the T-Mobile Contributors entered into that certain MPL Site Master Lease Agreement, dated as of November 30, 2012 (as amended, modified, and supplemented from time to time, the “MPL Site MLA”); |
(iii) | the Sale Site Subsidiaries, the T-Mobile Contributors, and T-Mobile Parent entered into that certain Sale Site Master Lease Agreement, dated as of November 30, 2012 (as amended, modified, and supplemented from time to time, the “Sale Site MLA”); |
(iv) | the
T-Mobile Contributors, the T-Mobile SPEs, CCTMO, and the Sale Site Subsidiaries entered into that certain Management Agreement, dated as of November 30, 2012 (as amended, modified, and supplemented from time to time, the “Management Agreement”); |
(v) | the T-Mobile SPEs and CCTMO entered into that certain General Assignment and Assumption Agreement, dated as of November 30, 2012 (the “General Assignment”); and |
(vi) | the
Parties and/or their Affiliates executed and delivered certain other Collateral Agreements. |
1. | Definitions. Initially capitalized terms used and not defined herein have the meanings set forth in the Master Agreement. In addition, the following terms will have the meanings set forth below: |
(a) | “Effective
Date” means, for each Natural Conversion Site, Reversion Site, and Rescission Site, the applicable “Effective Date” set forth on Schedule A hereto. |
(b) | “Final Site Designation” means, for each Portfolio Site, the applicable “Final Site Designation” set forth on Exhibit A to the Settlement Agreement, as more particularly set forth on Schedule A hereto. |
(c) | “Initial
Closing Site Designation” means, for each Portfolio Site, the Site Designation used for such Portfolio Site at the Initial Closing, as more particularly set forth on Schedule A hereto. |
(d) | “Natural Conversion Site” means each Portfolio Site for which: (i) its Initial Closing Site Designation is either “Non-Contributable Site”, “Pre-Lease Site”, or “Non-Assignable Site”; and (ii) its Settlement Technical Closing Site Designation is either “Lease Site”, “Pre-Lease Site”, or “Assignable Site”; provided, however,
that, notwithstanding the foregoing, Natural Conversion Sites do not include any Portfolio Site for which its Initial Closing Site Designation and Settlement Technical Closing Site Designation are each “Pre-Lease Site”. |
(e) | “Rescission Site” means each Portfolio Site for which: (i) its Initial Closing Site Designation is not “Excluded Site”; and (ii) its Settlement Technical Closing Site Designation is “Excluded Site”. For the avoidance of doubt, Rescission Sites are subject to Section 4(b) of the Settlement Agreement. |
(f) | “Reversion
Site” means each Portfolio Site for which: (i) its Initial Closing Site Designation is either “Lease Site”, “Pre-Lease Site”, or “Assignable Site”; and (ii) its Settlement Technical Closing Site Designation is either “Non-Contributable Site”, “Pre-Lease Site”, or “Non-Assignable Site”; provided, however, that, notwithstanding the foregoing, Reversion Sites do not include any Portfolio Site for which its Initial Closing Site Designation and Settlement Technical Closing Site Designation are each “Pre-Lease Site”. For the avoidance of doubt, Reversion Sites are subject to Section 4(c) of the Settlement Agreement. |
(g) | “Settlement
Agreement Date” means May 8, 2014, which is the effective date of the Settlement Agreement. |
(h) | “Settlement Technical Closing Site” means each Portfolio Site for which its Settlement Technical Closing Site Designation changed either from the Initial Closing Site Designation or the Final Site Designation. |
(i) | “Settlement
Technical Closing Site Designation” means, for each Portfolio Site, the applicable “Settlement Technical Closing Site Designation” as of the Settlement Technical Closing Site Designation Date, as more particularly set forth on Schedule A hereto. |
(j) | “Settlement Technical Closing Site Designation Date” means May 16, 2014. |
(k) | “Transfer
Site” means each Natural Conversion Site and each Reversion Site. |
2. | Settlement Technical Closing Payment. On the Settlement Technical Closing Date, the Crown Parties will pay to the T-Mobile Parties $5,478,448 (the “Settlement Technical Closing Payment”) in immediately available funds by wire transfer to an account designated in writing by the T-Mobile Parties. The Settlement Technical Closing Payment is the aggregate payment contemplated by Section 4(a)(1) of the Settlement Agreement, which aggregate payment is equal to the sum of all “Settlement Technical Closing
Payments” listed on Schedule A hereto for those Settlement Technical Closing Sites for which such payment is due. |
3. | Master Portfolio Site List; Amendment of Collateral Agreements. |
(a) | Master Portfolio Site List. The Parties acknowledge and agree that: (i) the Site Designation for each Portfolio Site as of the Settlement
Technical Closing Site Designation Date was its Settlement Technical Closing Site Designation; and (ii) each Portfolio Site shall continue to be treated as a Portfolio Site with such a Site Designation (to the extent applicable, subject to any future Conversion Closing of such Portfolio Site), subject to the provisions of the Master Agreement and the Collateral Agreements. |
(b) | Amendment of Collateral Agreements. The Parties agree that, from and after
the applicable Effective Date (which may be earlier than the Settlement Technical Closing Site Designation Date) for each Settlement Technical Closing Site: (i) if and to the extent applicable, Exhibit A and Exhibit B of the MPL, Exhibit A and Exhibit B of the MPL Site MLA, Exhibit A and Exhibit B of the Sale Site MLA, and Exhibit A-1, Exhibit A-2, and Exhibit A-3 of the Management Agreement shall be deemed to have been amended to be consistent with the Settlement Technical Closing Site Designation and other information for such Settlement Technical Closing Site
set forth on Schedule A hereto; and (ii) to the extent that any other Exhibits or Schedules in the Collateral Agreements are inconsistent with the Settlement Technical Closing Site Designation or other information for such Settlement Technical Closing Site set forth on Schedule A hereto, the Settlement Technical Closing Site Designation and other information on Schedule A hereto for such Settlement Technical Closing Site will control. For the avoidance of doubt, the Parties acknowledge and agree that the intent and effect of the amendments in this Section 3(b) is, among others, that, subject to the other terms and conditions of this Agreement, the applicable Transfer Sites and the related Included Property becoming: (A) subject to the MPL will be deemed to have been leased to CCTMO by
the applicable T-Mobile SPE as if originally subject to the MPL as of the applicable Effective Date; (B) subject to the MPL Site MLA as Leased Sites will be deemed to have been leased to the applicable T-Mobile Contributor by CCTMO to the same extent as if originally subject to the MPL Site MLA as Leased Sites as of the applicable Effective Date; (C) subject to the Sale Site MLA as Assignable Sites will be deemed to have been leased to the applicable T-Mobile Contributor by the applicable Sale Site Subsidiary to the same extent as if originally subject to the Sale Site MLA as Assignable Sites as of the applicable Effective Date; and (D) subject to the Management Agreement will be deemed to have been managed by CCTMO or the applicable Sale Site Subsidiary, as applicable, for the benefit of the applicable T-Mobile Contributor or T-Mobile SPE as if originally subject to the Management Agreement as of the applicable Effective Date. |
(c) | One-Time
Change of Site Designation. The Parties agree that the Settlement Technical Closing Site Designation for Site ID# SC54512A / BU 828131 is “Pre-Lease Site”, notwithstanding that the Final Site Designation for such Portfolio Site is “Lease Site” in the Settlement Agreement; provided, however, the Parties acknowledge and agree that nothing in this Section 3(c) constitutes a course of dealing, commitment, or obligation to make any other changes to such Final Site Designations for any other Portfolio Sites, unless otherwise required by the Master Agreement and the Collateral Agreements. |
4. | Transfer
of Transfer Sites and Other Settlement Technical Closing Transactions. |
(a) | Transfer and Assumption - General. Subject to Section 4(d) below and the applicable provisions of the Settlement Agreement, the Master Agreement, and the other Collateral Agreements, for each Transfer Site, effective as of the applicable Effective Date: |
(i) | the Site Designation
for such Transfer Site changed to its Settlement Technical Closing Site Designation; |
(ii) | except for Transfer Sites where the Transferor is listed as “no entity change” on Schedule A hereto, the applicable “Transferor” identified on Schedule A hereto (each, a “Transferor”) shall be deemed to have sold, assigned, conveyed, transferred, and delivered,
free and clear of all Liens (except for Permitted Encumbrances), to the applicable “Transferee” identified on Schedule A hereto (each, a “Transferee”), and such Transferee shall be deemed to have accepted all of such Transferor’s right, title, and interest in, to, and under the following items, excluding any Excluded Assets if the applicable Transferor is a T-Mobile Party: |
(A) | such Transfer Site; |
(B) | the
related Included Property; |
(C) | any Ground Leases (including any applicable New Agreements as defined in Section 4(d)) relating to such Transfer Site; and |
(D) | any Collocation Agreements (including any applicable New Agreements as defined in Section 4(d)) relating to such Transfer Site, if its Settlement Technical Closing Site Designation is either:
(1) “Pre-Lease Site” and its Initial Closing Site Designation is “Non-Contributable Site”, (2) “Assignable Site”, (3) “Non-Contributable Site” and its Initial Closing Site Designation is “Pre-Lease Site”, or (4) “Non-Assignable Site”; |
(iii) | if the Settlement Technical Closing Site Designation for such Transfer Site is “Non-Assignable Site”, then, without limiting any provision of the Management Agreement, the Master Agreement, or the other Collateral Agreements, the applicable Transferor shall be deemed to have delegated to the applicable Transferee, and the applicable Transferee shall be deemed to have assumed, the portion of the Post-Closing Liabilities
of the Crown Parties, if any, relating to, arising out of or that are in connection with the operation, use, or occupancy of such Transfer Site after the applicable Effective Date; |
(iv) | if the Settlement Technical Closing Site Designation for such Transfer Site is either: (1) “Pre-Lease Site” and its Initial Closing Site Designation is “Non-Contributable Site”, or (2) “Assignable Site”, then, without limiting any provision of the Master Agreement or any Collateral Agreement or Section 4(a)(v) below, the applicable Transferor shall be deemed to have delegated to the applicable |
(v) | if the Settlement Technical Closing Site Designation for such Transfer Site is “Lease Site”, then: |
(A) | subject to Section 6(e)
of the MPL, the applicable Transferor (or, if the Transferor is listed as “no entity change” on Schedule A hereto, the applicable T-Mobile SPE) sold, assigned, conveyed, transferred and delivered to CCTMO, and CCTMO accepted, all of such Transferor’s (or, as applicable, the T-Mobile SPE’s) right, title, and interest in, to, and under any Collocation Agreements (including any applicable New Agreements as defined in Section 4(d)) relating to such Transfer Site; and |
(B) | the applicable Transferor (or, if the Transferor is listed as “no entity change” on Schedule A
hereto, the applicable T-Mobile SPE) delegated to CCTMO, and CCTMO assumed, the portion of the Post-Closing Liabilities of the T-Mobile Parties, if any, relating to, arising out of or that are in connection with the operation, use, or occupancy of such Transfer Site after the applicable Effective Date; |
(vi) | if the Settlement Technical Closing Site Designation for such Transfer Site is “Pre-Lease Site” and its Initial Closing Site Designation is “Lease Site”, then CCTMO sold, assigned, conveyed, transferred, and delivered to the applicable T-Mobile SPE, and such T-Mobile SPE accepted, all of CCTMO’s right, title, and interest in, to, and under any Collocation Agreements (including any applicable
New Agreements as defined in Section 4(d)) relating to such Transfer Site; and |
(vii) | if the Settlement Technical Closing Site Designation for such Transfer Site is “Non-Contributable Site” and its Initial Closing Site Designation is “Lease Site”, then CCTMO sold, assigned, conveyed, transferred, and delivered to the applicable Transferee, and such Transferee accepted, all of CCTMO’s right, title, and interest in, to, and under any Collocation Agreements (including any applicable New Agreements as defined in Section 4(d)) relating to such Transfer Site. |
(b) | Rescission Sites in General. Subject to Section 4(c) and Section 4(d) below and in accordance with and subject to the Settlement Agreement (including Section 4(b) thereof), for each Rescission Site: (i) effective as of the Initial Closing Date, the
Parties shall be deemed to have rescinded the transactions that occurred with respect to such Rescission Site at or in connection with the Initial Closing under the Master Agreement and the Collateral Agreements; and (ii) such Initial Closing transactions with respect to such Rescission Site are hereby declared and acknowledged to be void ab initio. Without limiting the generality of the foregoing: (A) effective as of the Initial Closing Date, the Site Location Agreement for each Rescission Site shall be deemed to have been rescinded and is hereby declared and acknowledged to be void ab initio; and (B) the Parties acknowledge that, on the Settlement Agreement Date, CCTMO, CCTM1, and CCTM2 (each, a “Crown Party Transferor”) delivered possession and operational control of the Rescission Sites to the applicable T-Mobile Party. |
(c) | Collocation
Agreements and Post-Closing Liabilities Relating to Rescission Sites. Without limiting the generality of Section (4)(b) above or Section 4(d) below, and subject to the Settlement Agreement, for each Rescission Site, effective as of the Settlement Agreement Date, to the extent applicable: (i) the applicable Crown Party Transferor shall be deemed to have sold, assigned, conveyed, transferred and delivered to the applicable Transferee for such Rescission Site, and such Transferee shall be deemed to have accepted, all of such Crown Party Transferor’s right, title, and interest in, to, and under the Collocation Agreements relating to such Rescission Site (including any applicable New Agreements as defined in Section 4(d)), free and clear of all Liens, except Permitted Encumbrances; and (ii) the applicable Crown Party
Transferor shall be deemed to have delegated to the applicable Transferee, and such Transferee shall be deemed to have assumed, the portion of the Post-Closing Liabilities of the applicable Crown Party Transferor with respect to such Collocation Agreements relating to, arising out of or that are in connection with the operation, use, or occupancy of such Rescission Site on or after the Settlement Agreement Date (including any applicable New Agreements as defined in Section 4(d)). |
(d) | Collocation Agreements, Ground Leases and Amendments to Collocation Agreements and Ground Leases Relating to Transfer Sites and Rescission Sites. The Parties acknowledge that certain Crown Parties (either
on their own behalf or as attorney-in-fact on behalf of the applicable T-Mobile Party) entered into certain new Collocation Agreements and Ground Leases and amendments to existing Collocation Agreements and Ground Leases with respect to the Transfer Sites and Rescission Sites (each such instrument, a “New Agreement”). Within 45 days after the Settlement Technical Closing Date, the Crown Parties will provide to the T-Mobile Parties true, correct, and complete copies of each New Agreement that relates to either a Rescission Site or a Reversion Site; provided, however, that such foregoing obligation to provide copies of certain New Agreements is not intended to limit or expand any of the rights or obligations of the Parties that otherwise exist under the Master Agreement and the Collateral Agreements. The Parties agree that the Transfer
Sites and Rescission Sites, and the transactions contemplated by Section 4(a), Section 4(b), |
5. | Amendment of the General Assignment. The Parties acknowledge that, after the Initial Closing, the Verizon Master Lease Agreements (as defined in the General
Assignment) were bifurcated in accordance with that certain Consent and Bifurcation, dated as of October 5, 2012, by and among Cellco Partnership (d/b/a Verizon Wireless) and T-Mobile Parent. Accordingly, effective as of October 5, 2012, clause (iii) of Section 1 of the General Assignment is amended and restated in its entirety as follows: |
6. | Amendments to UCC Financing Statements. On or after the Settlement Technical Closing Date, the Crown Parties hereby authorize the T-Mobile Parties, at their own cost and expense, to file amendments to the UCC financing statements listed on Schedule B hereto to amend and restated the collateral description to read as set forth on Schedule B hereto. |
7. | Certification
Regarding Conditions Precedent to Settlement Closing. |
(a) | Certification by the Crown Parties. The Crown Parties hereby certify that, with respect to the Natural Conversion Sites, each of the conditions precedent applicable to the Settlement Technical Closing that are set forth in Article 11 of the Master Agreement have been satisfied or waived (to the extent permitted under applicable Law). |
(b) | Certification
by the T-Mobile Parties. The T-Mobile Parties hereby certify that, with respect to the Natural Conversion Sites, each of the conditions precedent applicable to the Settlement Technical Closing that are set forth in Article 10 of the Master Agreement have been satisfied or waived (to the extent permitted under applicable Law). |
8. | Fees and Expenses. Except as otherwise expressly set forth in this Agreement, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such costs and expenses. |
9. | Full
Force and Effect. Except as expressly set forth in this Agreement, the Master Agreement and other Collateral Agreements (including the Exhibits and Schedules thereto) are otherwise unmodified and remain in full force and effect in accordance with their respective terms. |
10. | Entire Agreement; Modifications Only in Writing; Collateral Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each Party and
its successors and permitted assigns. This Agreement may be amended, modified or supplemented only by written agreement of the Parties. The Parties acknowledge and agree that this Agreement constitutes a Collateral Agreement. |
11. | Severability. If any provision of this Agreement is determined to be invalid for any reason, then that provision shall be severed from the Agreement, but the remainder of the Agreement shall be fully enforceable. |
12. | Time
of Essence. Time is of the essence in this Agreement, and whenever a date or time is set forth in this Agreement, the same has entered into and formed a part of the consideration for this Agreement. |
13. | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof) as to all matters, including matters of validity, construction, effect, performance and remedies. |
14. | Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart to this Agreement by facsimile or other electronic transmission (including documents in PDF format) shall be effective as delivery of a manually executed counterpart to this Agreement. |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 2/7/19 | 8-K, IRANNOTICE | ||
| For Period end: | 12/31/18 | |||
| 10/1/14 | ||||
| 5/28/14 | ||||
| 5/16/14 | 4 | |||
| 5/8/14 | ||||
| 11/30/12 | 4 | |||
| 10/5/12 | ||||
| 9/28/12 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/02/24 T-Mobile US, Inc. 10-K 12/31/23 134:17M 2/14/23 T-Mobile US, Inc. 10-K 12/31/22 140:22M 5/19/22 T-Mobile US, Inc. S-4/A 6:20M Broadridge Fin’l So… Inc 5/19/22 T-Mobile US, Inc. S-4/A 6:20M Broadridge Fin’l So… Inc 4/22/22 T-Mobile US, Inc. S-4 8:7.2M Broadridge Fin’l So… Inc 4/22/22 T-Mobile US, Inc. S-4 22:28M Broadridge Fin’l So… Inc 2/11/22 T-Mobile US, Inc. 10-K 12/31/21 136:23M 4/21/21 T-Mobile US, Inc. S-4/A 8:3.8M Broadridge Fin’l So… Inc 3/30/21 T-Mobile US, Inc. S-4 27:17M Broadridge Fin’l So… Inc 2/23/21 T-Mobile US, Inc. 10-K 12/31/20 147:25M 9/28/20 T-Mobile US, Inc. S-3ASR 9/28/20 247:18M Broadridge Fin’l So… Inc |