exhibit436-txmobilex8ths






                                                                    Exhibit 4.36                        EIGHTH SUPPLEMENTAL INDENTURE          EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”),   dated as of April 1, 2020, among T-Mobile US, Inc., a Delaware corporation (“T-Mobile US”),   T-Mobile USA, Inc., a Delaware corporation (collectively with T-Mobile US, the “New   Guarantors”), Sprint Corporation, a Delaware corporation (the “Company”), Sprint   Communications, Inc., a Kansas corporation (the “Existing Guarantor”, and collectively with the   New Guarantors, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A.,   as trustee (the “Trustee”).                            RECITALS OF THE COMPANY          WHEREAS, the Company and the Trustee have duly executed and delivered that certain   Senior Notes Indenture, dated as of September 11, 2013 (the “Original Indenture”), as amended   and supplemented by the Sixth Supplemental Indenture, dated as of May 14, 2018 (the “Sixth   Supplemental Indenture”), among the Company and the Trustee (the Original Indenture, as   amended and supplemented by the Sixth Supplemental Indenture, the “Base 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 Existing Guarantor and the Trustee have duly executed   and delivered (i) the First Supplemental Indenture, dated as of September 11, 2013, to the   Original Indenture, pursuant to which $2,250,000,000 aggregate principal amount of 7.250%   Notes due 2021 (the “2021 Notes”) were issued and are outstanding on the date hereof (the “First   Supplemental Indenture” and the Base Indenture as amended and supplemented thereby, the   “2021 Notes Indenture”), (ii) the Second Supplemental Indenture, dated as of September 11,   2013, to the Original Indenture, pursuant to which $4,250,000,000 aggregate principal amount of   7.875% Notes due 2023 (the “2023 Notes”) were issued and are outstanding on the date hereof   (the “Second Supplemental Indenture” and the Base Indenture as amended and supplemented   thereby, the “2023 Notes Indenture”), (iii) the Third Supplemental Indenture, dated as of   December 12, 2013, to the Original Indenture, pursuant to which $2,500,000,000 aggregate   principal amount of 7.125% Notes due 2024 (the “2024 Notes”) were issued and are outstanding   on the date hereof (the “Third Supplemental Indenture” and the Base Indenture as amended and   supplemented thereby, the “2024 Notes Indenture”), (iv) the Fourth Supplemental Indenture,   dated as of February 24, 2015, to the Original Indenture, pursuant to which $1,500,000,000   aggregate principal amount of 7.625% Notes due 2025 (the “2025 Notes”) were issued and are   outstanding on the date hereof (the “Fourth Supplemental Indenture” and the Base Indenture as   amended and supplemented thereby, the “2025 Notes Indenture”), (v) the Fifth Supplemental   Indenture, dated as of February 22, 2018, to the Original Indenture, pursuant to which   $1,500,000,000 aggregate principal amount of 7.625% Notes due 2026 (the “2026 Notes”) were  issued and outstanding on the date hereof (the “Seventh Supplemental Indenture” and the Base  Indenture as amended and supplemented thereby, the “2028 Notes Indenture”) and (vi) the  Seventh Supplemental Indenture, dated as of February 3, 2020, to the Original Indenture,  pursuant to which $1,000,000,000 aggregate principal amount of 7.250% Guaranteed Notes due  2028 (the “2028 Notes” and, collectively with the 2021 Notes, the 2023 Notes, the 2024 Notes,  the 2025 Notes and the 2026 Notes, the “Notes”) were issued and are outstanding on the date  hereof (the “Seventh Supplemental Indenture” and the Base Indenture as amended and 





 






 supplemented thereby, the “2028 Notes Indenture” and each of the 2021 Notes Indenture, the   2023 Notes Indenture, the 2024 Notes Indenture, the 2025 Notes Indenture, the 2026 Notes   Indenture and the 2028 Notes Indenture, an “Indenture”), which, as applicable, govern the terms   of the Notes;          WHEREAS, on April 29, 2018, the Company, T-Mobile US, Huron Merger Sub LLC, a  Delaware limited liability company and a wholly owned subsidiary of T-Mobile US (“Merger  Company”), Superior Merger Sub Corporation, a Delaware corporation and a wholly owned  subsidiary of Merger Company (“Merger Sub”), Galaxy Investment Holdings, Inc., a Delaware  corporation (“Galaxy”), Starburst I, Inc., a Delaware corporation (together with Galaxy, the  “SoftBank US HoldCos”), and, for the limited purposes of the covenants and representations set  forth therein that are expressly obligations of such persons, Deutsche Telekom AG, an  Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany,  Deutsche Telekom Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid  organized and existing under the laws of the Netherlands, and SoftBank Group Corp., a Japanese  kabushiki kaisha, entered into a Business Combination Agreement (as heretofore amended,  supplemented and modified, the “Business Combination Agreement”), pursuant to which (i) the  SoftBank US HoldCos merged with and into Merger Company, with Merger Company  continuing as the surviving entity and as a wholly owned subsidiary of T-Mobile US (the  “HoldCo Mergers”) and (ii) Merger Sub merged with and into the Company, with the Company   as the surviving corporation and a wholly owned direct or indirect subsidiary of T-Mobile   US(together with the HoldCo Mergers, the “Mergers”), in each case on the terms and subject to   the conditions set forth in the Business Combination Agreement.  Following the Mergers, T-  Mobile US contributed the Company to T-Mobile USA or otherwise caused the Company to   become a direct or indirect wholly-owned subsidiary of T-Mobile USA (collectively with the   Mergers, the “T-Mobile Transaction”);          WHEREAS, upon consummation of the T-Mobile Transaction, the Company became an   indirect wholly-owned subsidiary of T-Mobile US;           WHEREAS, in connection with the consummation of the T-Mobile Transaction, the   parties wish to provide that each New Guarantor will provide an irrevocable and unconditional   guarantee in respect of each series of Notes;          WHEREAS, the guarantees of each New Guarantor constitute a direct benefit to such   New Guarantor and will be in furtherance of the corporate purposes of such New Guarantor or   necessary or convenient to the conduct, promotion or attainment of the business of such New   Guarantor and, accordingly, in consideration therefor, each New Guarantor is willing to   guarantee the Notes on the terms set forth herein;           WHEREAS, pursuant to Section 901(13) of the Base Indenture, the Trustee is authorized   to execute and deliver this Eighth Supplemental Indenture without the consent of the Holders of   the Notes to add a guarantee to each series of Notes;          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 Eighth Supplemental   Indenture; and                                          2    





 






       WHEREAS, all conditions and requirements necessary to make this Eighth   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 New Guarantors, the Company, the Existing Guarantor and the Trustee   mutually covenant and agree as follows:                                    ARTICLE ONE                                    DEFINITIONS          SECTION 1.01  Relationship with Base Indenture.  All terms contained in this Eighth   Supplemental Indenture shall, except as specifically provided herein or except as the context may   otherwise require, have the meanings defined in the Base Indenture.  In the event of any  inconsistency between the Base Indenture and this Eighth Supplemental Indenture, this Eighth  Supplemental Indenture shall govern.  The words “herein,” “hereof,” “hereunder,” and words of  similar import shall refer to this Eighth Supplemental Indenture.          SECTION 1.02  Applicability.  The provisions contained in this Eighth Supplemental   Indenture shall apply to the Notes and any covenants provided herein are for the benefit of the   Holders of the Notes and not for the benefit of the Holders of any other series of Securities   issued under the Base Indenture.                                   ARTICLE TWO                                NOTES GUARANTEES          SECTION 2.01  Note Guarantee.  Each New Guarantor irrevocably and unconditionally   guarantees, on a senior unsecured basis, the full and punctual payment when due, whether at   maturity, by acceleration or otherwise, of all payment obligations of the Company under the   Notes for the payment of principal of, premium, if any, and interest on the Notes, and all other  amounts payable by the Company to the Holders of the Notes under the Notes, the applicable  Indenture and this Eighth Supplemental Indenture, on the terms set forth herein (such guarantee  with respect to each series of Notes, a “Note Guarantee” and collectively, the “Note  Guarantees”).          SECTION 2.02  Limitation of Note Guarantees.  Each Note Guarantee is limited to an   amount not to exceed the maximum amount that can be guaranteed by the New Guarantor by law   or without resulting in its obligations under such Note Guarantee being voidable or   unenforceable under applicable laws relating to fraudulent transfer, or under similar laws   affecting the rights of creditors generally.          SECTION 2.03 Subrogation.  Each New Guarantor shall be subrogated to all rights of the   Holders of the Notes against the Company in respect of any amounts paid by such New   Guarantor pursuant to the provisions of the applicable Note Guarantee; provided, however, that                                          3    





 






such New Guarantor shall not be entitled to enforce or to receive any payments arising out of, or  based upon, such right of subrogation until the principal of, premium, if any, and interest on all  Notes of the applicable series shall have been paid in full or payment thereof shall have been  provided for in accordance with the provisions of the applicable Indenture and this Eighth  Supplemental Indenture.         SECTION 2.04  Release of Note Guarantees.         (a)   The Note Guarantee with respect to any series of Notes shall be automatically and  unconditionally released (and thereupon shall terminate and be discharged and be of no further  force and effect with respect to such series) upon:               (i)   the Company exercising its legal defeasance or covenant defeasance        option with respect to the Notes of such series pursuant to Article XIII of the applicable        Indenture or the satisfaction and discharge of the obligations of the Company with        respect to the Notes of such series pursuant to Article IV of the applicable Indenture, in        each case, in compliance with the terms of this Eighth Supplemental Indenture and the        applicable Indenture; and               (ii)  the Company delivering to the Trustee an Officers’ Certificate and an        Opinion of Counsel, each stating that all conditions precedent provided for in this Eighth        Supplemental Indenture and the applicable Indenture relating to such release have been        complied with.         (b)   For the avoidance of doubt (other than as expressly provided in the applicable  Indenture), nothing in this Eighth Supplemental Indenture shall prevent any New Guarantor from  merging with and into the Company, or the Company from merging with and into any New  Guarantor, and in such event the applicable Note Guarantees shall terminate and the surviving  entity shall remain the primary obligor under the Notes, the applicable Indenture and this Eighth  Supplemental Indenture.  Furthermore, for the avoidance of doubt (other than as expressly  provided in the applicable Indenture), nothing in this Eighth Supplemental Indenture shall  prevent any Guarantor from merging with and into any other Guarantor, and in such event the  guarantee of the surviving entity shall remain in full force and effect and the guarantee of the  non-surviving entity shall terminate.                                   ARTICLE THREE                          MISCELLANEOUS PROVISIONS         Section 3.01  Effect of Supplemental Indenture; Conflicts with Indenture. This Eighth  Supplemental Indenture is executed by the New Guarantors, the Company, the Existing  Guarantor and the Trustee upon the Company’s request, pursuant to the provisions of each  Indenture, and the terms and conditions hereof shall be deemed to be part of each Indenture for  all purposes.  Each Indenture, as amended and supplemented by this Eighth Supplemental  Indenture, is in all respects hereby adopted, ratified and confirmed.  Notwithstanding the  foregoing, to the extent that any of the terms of this Eighth Supplemental Indenture are  inconsistent with, or conflict with, the terms of any Indenture, the terms of this Eighth  Supplemental Indenture shall govern.                                         4   





 






      Section 3.02  Counterparts.  This Eighth Supplemental Indenture may be executed in  counterparts, each of which shall be an original, but such counterparts shall together constitute  but one and the same instrument.         Section 3.03  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  Eighth Supplemental Indenture or the due authorization and execution hereof by the Company.         Section 3.04  Headings.  The Article and Section headings contained herein are for  convenience only and shall not affect the construction of this Eighth Supplemental Indenture.         Section 3.05  Governing Law.  This Eighth Supplemental Indenture shall be governed by  and construed in accordance with the laws of the State of New York.         Section 3.06  Facsimile or Electronic Transmission.  Exchange of signature pages to this  Eighth Supplemental Indenture by facsimile or electronic transmission shall constitute effective  execution and delivery of this Eighth Supplemental Indenture.                                [Signature page follows]                                         5   





 






      IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental  Indenture to be duly executed by their respective officers thereunto duly authorized as of the day  and year first above written                                                                             SPRINT CORPORATION                                         By: /s/ Jud Henry                                                           Name: Jud Henry                                         Title: Senior Vice President, Finance and                                                Treasurer                                                                                                                   SPRINT COMMUNICATIONS, INC.                                                     By: /s/ Jud Henry                                                           Name: Jud Henry                                         Title: Vice President and Treasurer                                                                               [Seventh Supplemental Indenture] 





 






        T-MOBILE USA, INC.                          By: /s/ J. Braxton Carter                       Name: J. Braxton Carter             Title: Executive Vice President and                   Chief Financial Officer                           T-MOBILE US, INC.                         By: /s/ J. Braxton Carter                       Name: J. Braxton Carter             Title: Executive Vice President and                   Chief Financial Officer    [Seventh Supplemental Indenture] 





 






                                                  THE BANK OF NEW YORK MELLON TRUST         COMPANY, N.A., as Trustee                        By: /s/ Manjari Purkayastha                    Name: Manjari Purkayastha            Title: Vice President                                 [Eighth Supplemental Indenture]