SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 20, 2012, among SPRINT NEXTEL CORPORATION, a corporation duly organized and existing under the laws of the State of Kansas (the “Company”), the Subsidiary Guarantors appearing on the signature pages hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
WHEREAS, the Company and the Trustee have duly executed and delivered that certain Senior Notes Indenture, dated as of November 20, 2006 (the “Indenture”), providing for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness, to be issued in one or more series (the “Securities”);
WHEREAS, the Company,
the Subsidiary Guarantors (as applicable) and the Trustee have duly executed and delivered the (i) Officers' Certificate, dated August 13, 2009, to the Indenture (the “Officers' Certificate”), pursuant to which $1,300,000,000 aggregate principal amount of 8.375% Notes due 2017 were issued and are outstanding on the date hereof, (ii) First Supplemental Indenture, dated as of November 9, 2011, to the Indenture, pursuant to which $1,000,000,000 aggregate principal amount of 11.500% Notes due 2021 were issued and are outstanding on the date hereof, (iii) Second Supplemental Indenture,
dated as of November 9, 2011, to the Indenture, pursuant to which $3,000,000,000 aggregate principal amount of 9.000% Guaranteed Notes due 2018 were issued and are outstanding on the date hereof (the “Second Supplemental Indenture”), (iv) Third Supplemental Indenture, dated as of March 1, 2012, to the Indenture, pursuant to which $1,000,000,000 aggregate principal amount of 9.125% Notes due 2017 were issued and are outstanding on the date hereof, (v) Fourth Supplemental Indenture,
dated as of March 1, 2012, to the Indenture, pursuant to which $1,000,000,000 aggregate principal amount of 7.000% Guaranteed Notes due 2020 were issued and are outstanding on the date hereof (the “Fourth Supplemental Indenture”), and (vi) Fifth Supplemental Indenture, dated as of August 14, 2012, to the Indenture, pursuant to which $1,500,000,000 aggregate principal amount of 7.000% Notes due 2020 were issued and are outstanding on the date hereof (together with the supplemental indentures
identified in clauses (ii)-(v) above, the “Subject Supplemental Indentures”), which govern the terms of the Securities issued thereunder (together, the “Subject Securities”);
WHEREAS, the Company and the Trustee have duly executed and delivered the Sixth Supplemental Indenture, dated as of November 14, 2012, to the Indenture, pursuant to which $2,280,000,000 aggregate principal amount of 6.000% Notes due 2022 were issued and are outstanding on the date hereof, which such
Securities are not Subject Securities and which Sixth Supplemental Indenture is not subject to this Supplemental Indenture;
WHEREAS, Section 902 of the Indenture provides, among other things, that the Indenture, as amended and supplemented by the Officers' Certificate and the Subject Supplemental Indentures, may be amended or supplemented by a supplemental indenture thereto with
the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities affected by such supplemental indenture;
WHEREAS, pursuant to the terms of the Indenture, the Company desires to amend and supplement the definition of “Change of Control” included in the Officers' Certificate and the Subject Supplemental Indentures;
WHEREAS, the Company solicited, and has received,
consents upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated November 13, 2012 (the “Consent Solicitation Statement”) from Holders representing at least a majority in aggregate principal amount of its outstanding Subject Securities to the amendment contemplated hereby;
WHEREAS, for the purposes hereinabove recited, and pursuant to due corporate action, the Company has duly determined to execute and deliver to the Trustee this Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture
a valid and binding instrument in accordance with its terms have been done and performed, and the execution and delivery hereof have been in all respects duly authorized.
NOW, THEREFORE, in consideration of the premises, the covenants and other agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby confirmed, the Company, the Subsidiary Guarantors (with respect to the Second Supplemental Indenture
and the Fourth Supplemental Indenture) and the Trustee mutually covenant and agree as follows:
ARTICLE ONE
AMENDMENT TO THE OFFICERS' CERTIFICATE AND THE SUBJECT SUPPLEMENTAL
The Officers' Certificate and Section 1.02 of each of the Subject Supplemental Indentures are hereby amended by deleting in their entirety the definition of the term “Change of Control” set forth therein and adding the following definitions:
“Change
of Control” means the occurrence of any of the following:
(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company and its Subsidiaries' properties or assets, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than one or more Permitted Holders;
(b) the adoption of a plan relating to the Company's liquidation or dissolution; or
(c) any “person” or “group”
(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than one or more Permitted Holders becomes the Beneficial Owner, directly or indirectly, of more than 50% of the voting power of the Company's Voting Securities; provided that a transaction in which the Company becomes a Subsidiary of another person shall not constitute a Change of Control if (a) the Company's stockholders immediately prior to such transaction Beneficially Own, directly or indirectly through one or more intermediaries, 50% or more of the voting power of the outstanding Voting Securities of such other Person of whom the Company is a Subsidiary
immediately following such transaction and (b) immediately following such transaction no person (as defined above) other than such other person, Beneficially Owns, directly or indirectly, more than 50% of the voting power of the Company's Voting Securities.
“Permitted Holder” means SOFTBANK CORP., a Japanese kabushiki kaisha, and its Affiliates.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 2.01 Effect of Supplemental Indenture; Conflicts with Indenture.
This Supplemental Indenture is executed by the Company, the Subsidiary Guarantors (with respect to the Second Supplemental Indenture and the Fourth Supplemental Indenture) and the Trustee upon the Company's request, pursuant to the provisions of the Indenture, and the terms and conditions hereof shall be deemed to be part of the Indenture for all purposes. The Indenture,
as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. Notwithstanding the foregoing, to the extent that any of the terms of this Supplemental Indenture are inconsistent with, or conflict with, the terms of the Indenture, the terms of this Supplemental Indenture shall govern.
Section 2.02 Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute but one and the same instrument.
Section 2.03 Trustee. The Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company. The Trustee makes no representations and shall have no responsibility as to the validity or sufficiency of this Supplemental Indenture or the due authorization and execution hereof by the Company or any Subsidiary Guarantor.
Section 2.04 Headings. The Article and
Section headings contained herein are for convenience only and shall not affect the construction of this Supplemental Indenture.
Section 2.05 Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.