Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 1.32M
2: EX-4.1 Third Supp. Indent. Dated Dec. 10, 2018 HTML 52K
3: EX-10.2 First Amend. to Third A&R Receivables Sale & Cont. HTML 63K
Agree. Dated Dec. 20, 2018
4: EX-10.3 First Amend. to Third A&R Receivables Purchase HTML 88K
Agree. Dated Dec. 20, 2018
5: EX-31.1 Certification of Chief Executive Officer Pursuant HTML 34K
to Rule 13A-14(A)
6: EX-31.2 Certification of Chief Financial Officer Pursuant HTML 34K
to Rule 13A-14(A)
7: EX-32.1 Certification of Chief Executive Officer Pursuant HTML 29K
to Section 1350
8: EX-32.2 Certification of Chief Financial Officer Pursuant HTML 29K
to Section 1350
15: R1 Document and Entity Information HTML 47K
16: R2 Consolidated Balance Sheets HTML 118K
17: R3 Consolidated Balance Sheets (Parentheticals) HTML 36K
18: R4 Consolidated Statements of Comprehensive (Loss) HTML 119K
Income
19: R5 Consolidated Statements of Cash Flows HTML 124K
20: R6 Consolidated Statements of Shareholders' Equity HTML 118K
21: R7 Basis of Presentation and Other Information HTML 45K
22: R8 New Accounting Pronouncements HTML 233K
23: R9 Financial Instruments HTML 53K
24: R10 Installment Receivables HTML 86K
25: R11 Intangible Assets HTML 89K
26: R12 Property, Plant and Equipment HTML 57K
27: R13 Long-Term Debt, Financing and Capital Lease HTML 145K
Obligations
28: R14 Revenues from Contracts with Customers HTML 106K
29: R15 Severance and Exit Costs HTML 50K
30: R16 Income Taxes HTML 59K
31: R17 Commitments and Contingencies HTML 48K
32: R18 Per Share Data HTML 76K
33: R19 Segments HTML 360K
34: R20 Related Party Transactions HTML 52K
35: R21 Guarantor Financial Information HTML 863K
36: R22 Additional Financial Information HTML 38K
37: R23 New Accounting Pronouncements (Tables) HTML 213K
38: R24 Financial Instruments (Tables) HTML 48K
39: R25 Installment Receivables (Tables) HTML 87K
40: R26 Intangible Assets (Tables) HTML 87K
41: R27 Property, Plant and Equipment (Tables) HTML 51K
42: R28 Long-Term Debt, Financing and Capital Lease HTML 97K
Obligations (Tables)
43: R29 Revenues from Contracts with Customers (Tables) HTML 75K
44: R30 Severance and Exit Costs (Tables) HTML 50K
45: R31 Income Taxes (Tables) HTML 51K
46: R32 Per Share Data Per Share Data (Tables) HTML 76K
47: R33 Segments (Tables) HTML 361K
48: R34 Related Party Transactions (Tables) HTML 47K
49: R35 Guarantor Financial Information (Tables) HTML 857K
50: R36 Additional Financial Information (Tables) HTML 38K
51: R37 Basis of Presentation and Other Information HTML 56K
Reclassification of prior period amounts (Details)
52: R38 Basis of Presentation and Other Information HTML 35K
Business combination (Details)
53: R39 New Accounting Pronouncements - Narrative HTML 38K
(Details)
54: R40 New Accounting Pronouncements - Cumulative Effects HTML 81K
of Accounting Standards Updates on Balance Sheet
(Details)
55: R41 New Accounting Pronouncements - Cumulative Effects HTML 122K
of Accounting Standards Update on Statement of
Comprehensive Income and Balance Sheet (Details)
56: R42 Financial Instruments (Narrative) (Details) HTML 41K
57: R43 Installment Receivables - Narrative (Details) HTML 27K
58: R44 Financial Instruments (Estimated Fair Value of HTML 39K
Debt, Financing and Capital Lease Obligations)
(Details)
59: R45 Installment Receivables - Summary of Installment HTML 43K
Receivables (Details)
60: R46 Installment Receivables - Balance and Aging of HTML 48K
Financing Receivables by Credit Category (Details)
61: R47 Installment Receivables - Schedule of Activity in HTML 40K
the Deferred Interest Allowance for Credit Losses
(Details)
62: R48 Intangible Assets (Indefinite-Lived Intangible HTML 49K
Assets) (Details)
63: R49 Property, Plant and Equipment (Narrative) HTML 44K
(Details)
64: R50 Intangible Assets (Intangible Assets Subject to HTML 68K
Amortization) (Details)
65: R51 Property, Plant and Equipment (Components of HTML 48K
Property Plant and Equipment) (Details)
66: R52 Property, Plant and Equipment (Components of HTML 38K
Property Plant and Equipment, Specifically Leased
Devices) (Details)
67: R53 Long-Term Debt, Financing and Capital Lease HTML 126K
Obligations (Schedule of Long-term Debt
Instruments) (Details)
68: R54 Long-Term Debt, Financing and Capital Lease HTML 308K
Obligations (Narrative) (Details)
69: R55 Revenues from Contracts with Customers - Narrative HTML 42K
(Details)
70: R56 Revenues from Contracts with Customers - HTML 51K
Performance Period Narrative (Details)
71: R57 Revenues from Contracts with Customers - Schedule HTML 45K
of Disaggregated Reported Revenue (Details)
72: R58 Revenues from Contracts with Customers Revenues HTML 48K
from Contracts with Customers - Schedule of
Contract Assets and Contract Liabilities (Details)
73: R59 Revenues from Contracts with Customers - Schedule HTML 43K
of Remaining Performance Obligations (Details)
74: R60 Severance and Exit Costs (Schedule of Severance HTML 59K
and Exit Costs) (Details)
75: R61 Income Taxes (Narrative) (Details) HTML 45K
76: R62 Income Taxes (Effective Income Tax Rate) (Details) HTML 64K
77: R63 Commitments and Contingencies (Narrative) HTML 67K
(Details)
78: R64 Per Share Data (Narrative) (Details) HTML 74K
79: R65 Segments (Narrative) (Details) HTML 28K
80: R66 Segments (Statement of Operations Information) HTML 130K
(Details)
81: R67 Segments (Operating Revenues by Service and HTML 82K
Products) (Details)
82: R68 Related Party Transactions (Narrative) (Details) HTML 38K
83: R69 Related Party Transactions (Brightstar) (Details) HTML 46K
84: R70 Guarantor Financial Information (Details) HTML 58K
85: R71 Guarantor Financial Information (Condensed HTML 256K
Consolidating Balance Sheet) (Details)
86: R72 Guarantor Financial Information (Condensed HTML 158K
Consolidated Statement of Comprehensive Income
(Loss)) (Details)
87: R73 Guarantor Financial Information (Condensed HTML 157K
Consolidating Statement of Cash Flows) (Details)
88: R74 Additional Financial Information (Details) HTML 41K
90: XML IDEA XML File -- Filing Summary XML 166K
89: EXCEL IDEA Workbook of Financial Reports XLSX 130K
9: EX-101.INS XBRL Instance -- s-20181231 XML 6.73M
11: EX-101.CAL XBRL Calculations -- s-20181231_cal XML 268K
12: EX-101.DEF XBRL Definitions -- s-20181231_def XML 1.15M
13: EX-101.LAB XBRL Labels -- s-20181231_lab XML 1.96M
14: EX-101.PRE XBRL Presentations -- s-20181231_pre XML 1.39M
10: EX-101.SCH XBRL Schema -- s-20181231 XSD 235K
91: ZIP XBRL Zipped Folder -- 0000101830-19-000009-xbrl Zip 409K
‘EX-4.1’ — Third Supp. Indent. Dated Dec. 10, 2018
THIRD SUPPLEMENTAL INDENTURE, dated as of December 10, 2018 (this “Supplemental Indenture”), by and among Sprint Spectrum Co LLC, a Delaware limited liability company (the “Master Issuer”), Sprint Spectrum Co II LLC, a Delaware limited liability company (“Co-Issuer II”) and Sprint Spectrum Co III LLC, a Delaware limited liability
company (“Co-Issuer III” and, together with Co-Issuer II and the Master Issuer, the “Issuers”), and Deutsche Bank Trust Company Americas, not in its individual capacity but solely as trustee and securities intermediary (the “Trustee”).
WITNESSETH:
WHEREAS, the Issuers and the Trustee have duly executed and delivered that certain Base Indenture, dated as of October 27, 2016, by and among the Issuers and the Trustee, as amended by the First Supplemental Indenture, dated as of March
12, 2018, by and among the Issuers and the Trustee and the Second Supplemental Indenture, dated as of June 6, 2018, by and among the Issuers and the Trustee (as amended, the “Base Indenture”), providing for the issuance from time to time of asset-backed notes, to be issued in one or more series;
WHEREAS, pursuant to Section 13.2 of the Base Indenture, the provisions of the Base Indenture and the Series Supplements may from time to time be amended, modified or waived, if such amendment,
modification or waiver is in writing in a Supplement with the written consent of the Control Party (at the direction of the Controlling Class Representative);
WHEREAS, pursuant to Section 11.4(c) of the Base Indenture, if at any time there is no Controlling Class Representative, the Control Party is authorized to exercise the rights of the Controlling Class Representative for purposes of approving this Supplemental Indenture;
WHEREAS, as of the date of this Supplemental Indenture, there is no Controlling Class Representative;
WHEREAS,
the Issuers wish to amend the Base Indenture as set forth in this Supplemental Indenture to effect the purposes of Section 13.2 of the Base Indenture;
WHEREAS, the Master Issuer has requested that the Control Party exercise the rights of the Controlling Class Representative and consent to the amendments described herein to the extent required under such Section 13.2; and
WHEREAS, the conditions set forth for entry into this Supplemental Indenture
pursuant to the Base Indenture, including but not limited to Article XIII of the Base Indenture, have been satisfied.
NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties agree as follows:
(a) Effective as of the date hereof, Section 7.17 of the Base Indenture
shall be amended by inserting the bold, underlined text as follows:
Nothwithstanding any other provision of the Indenture or any Charter Documents of any Securitization Entity to the contrary, no Securitization Entity has any employees, except to the extent, if any, that employees of Sprint/United Management Company providing services to the License Holders pursuant to the Employee and Rent Agreement, dated as of December 10, 2018, by and between Sprint/United Management Company, Sprint Corporation, the License Holders and Sprint Spectrum Depositor LLC, as may be amended, restated or modified from time to time, constitute employees of the License Holders.
2.Certain
Terms.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture.
3.Governing Law.
THIS SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
4.Execution in Counterparts.
This
Supplemental Indenture shall constitute an “Indenture Document” for all purposes of the Base Indenture and Transaction Documents. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Supplemental Indenture by electronic means (including email or telecopy) will be effective as delivery of a manually executed counterpart
of this Supplemental Indenture.
5.No Other Changes.
Except as provided herein, the Base Indenture shall remain unchanged and in full force and effect, and each reference to the Base Indenture and words of similar import in the Base Indenture, as amended hereby, shall be a reference to the Base Indenture, as
amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time. This Supplemental Indenture may be used to create a conformed amended and restated Base Indenture for the convenience of administration by the parties hereto.
6.Execution, Delivery and Validity.
Each of the Issuers represents and warrants to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its
valid and binding obligation, enforceable against it in accordance with its terms.
7.Limited Recourse.
The obligations of the Issuers hereunder are limited recourse obligations of the Issuers payable solely from the Collateral in accordance with the Priority of Payments.
8.Non-Petition.
Each party hereto hereby covenants and agrees that, at any time prior to the date which is (a) one (1) year, or (b) if longer, the applicable preference period in effect, and in case of (a) or (b) plus one (1) day following the payment in
full of the latest maturing Note, it will not institute against, or join with any other Person in instituting against, any Securitization Entity any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided that nothing in this Section 8 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Base Indenture or any other Transaction Document.
2
9.Binding
Effect.
This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
[Signature pages follow]
3
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
Midland Loan Services, a division of PNC Bank, National Association, as Control Party and as Back-Up Manager, hereby (i) consents to the execution and delivery by the Issuers and the Trustee of the foregoing Third Supplemental Indenture and (ii) directs the Trustee to execute this Third Supplemental Indenture.
