exhibit419-txmobilex5ths






                                                                    Exhibit 4.19                         FIFTH SUPPLEMENTAL INDENTURE          FIFTH SUPPLEMENTAL INDENTURE (this “Fifth 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 (“T-Mobile USA” and, together with T-Mobile US, the “New   Guarantors”), Sprint Capital Corporation, a Delaware corporation (the “Company”), Sprint   Corporation, a Delaware corporation (“Sprint”), Sprint Communications, Inc., a Kansas  corporation (“Sprint Communications” and together with Sprint, the “Existing Guarantors”, 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 heretofore executed and delivered to the Trustee: (i) an  indenture, dated as of October 1, 1998, among the Company, Sprint Communications and the  Trustee, as successor to Bank One, N.A. (the “Base Indenture”); (ii) an Officers’ Certificate,  dated as of November 16, 1998, providing for the issuance of $2,500,000,000 aggregate principal  amount of 6.875% Notes due 2028 (the “2028 Notes”); (iii) a First Supplemental Indenture,  dated as of January 15, 1999 (the “First Supplemental Indenture”), among the Company, Sprint  Communications and the Trustee, as successor to Bank One, N.A.; (iv) a Second Supplemental  Indenture, dated as of October 15, 2001 (the “Second Supplemental Indenture”), among the  Company, Sprint Communications and the Trustee, as successor to Bank One, N.A.; (v) Pricing  Committee Resolutions, dated as of March 14, 2002, providing for the issuance of  $2,000,000,000 aggregate principal amount of 8.750% Notes due 2032 (together with the 2028  Notes, the “Notes”); (vi) a Third Supplemental Indenture, dated as of September 11, 2013 (the  “Third Supplemental Indenture”), among the Company, Sprint Communications, Sprint, and the  Trustee and (vii) a Fourth Supplemental Indenture, dated as of May 18, 2018 (together with the  Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third   Supplemental Indenture and the above-referenced officers’ certificate and pricing committee  resolutions, which, as applicable, govern the terms of the Notes, the “Indenture”), among the  Company, Sprint Communications and the Trustee;         WHEREAS, on April 29, 2018, Sprint, 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 Sprint, with Sprint 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 Sprint to T-Mobile USA, Inc. (“T-Mobile USA”) or otherwise caused Sprint 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, Sprint 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; and          WHEREAS, pursuant to Section 901(10) of the Base Indenture, the Trustee is authorized   to execute and deliver this Fifth Supplemental Indenture without the consent of the Holders of   the Notes to make the changes described below that do not adversely affect the interests of the   Holders in any material respect.          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 Fifth Supplemental   Indenture; and           WHEREAS, all conditions and requirements necessary to make this Fifth 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, Sprint, Sprint Communications, and the   Trustee mutually covenant and agree as follows:          1.    Capitalized Terms.  Capitalized terms used herein without definition shall have   the meanings assigned to them in the Base Indenture.           2.    Agreement to Guarantee.  Each New Guarantor hereby agrees to and does hereby,   jointly and severally, irrevocably and unconditionally guarantee, on a senior unsecured basis, the   full and punctual payment when due, whether at maturity, by acceleration or otherwise, 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 Indenture and this Fifth Supplemental Indenture (each a   “Guarantee” and, together, the “Guarantees”).  Each Guarantee is limited to the maximum                                          2 





 






 amount that can be guaranteed by law or without resulting in the Guarantee being voidable or   unenforceable under applicable laws relating to fraudulent transfer, or under similar laws   affecting the rights of creditors generally.  Each Guarantee shall be automatically and   unconditionally released (and thereupon shall terminate and be discharged and be of no further   force and effect) upon the Company exercising its legal defeasance or covenant defeasance   option pursuant to Article XIII of the Base Indenture or the satisfaction and discharge of the   obligations of the Company with respect to the Notes pursuant to Article IV of the Base   Indenture, each in compliance with the terms of the Indenture.  For the avoidance of doubt (other   than as expressly provided in the Indenture), nothing in this Fifth 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 Guarantee shall   terminate and the surviving entity shall remain the primary obligor under the Notes, the   Indenture and this Fifth Supplemental Indenture.  Furthermore, for the avoidance of doubt (other   than as expressly provided in the Indenture), nothing in this Fifth 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.  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 Guarantee; provided, however, that 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 shall have been paid   in full or payment thereof shall have been provided for in accordance with the provisions of the   Indenture.  For the avoidance of doubt, in the event of a default in payment by the Company,   legal proceedings may be instituted against any New Guarantor to enforce the Guarantee without   first proceeding against the Company.        3. Effect of Fifth Supplemental Indenture ; Conflicts With Indenture.  This Fifth   Supplemental Indenture is executed by the New Guarantors, the Company, the Existing  Guarantors and the Trustee upon the Company’s request, pursuant to the provisions of the Base  Indenture, and the terms and conditions hereof shall be deemed to be part of the Base Indenture  for all purposes.  The Base Indenture, as amended and supplemented by this Fifth Supplemental  Indenture, is in all respects hereby adopted, ratified and confirmed.  Notwithstanding the  foregoing, to the extent that any of the terms of this Fifth Supplemental Indenture are  inconsistent with, or conflict with, the terms of the Base Indenture, the terms of this Fifth  Supplemental Indenture shall govern.         4. No Personal Liability of Directors, Officers, Employees and Stockholders of the New   Guarantors.  No director, officer, employee, incorporator or stockholder of any New Guarantor,   as such, shall have any liability for any obligations of the Company, the New Guarantors or the  Existing Guarantors, any guarantee under any series of Notes, the Indenture, any Officers’  Certificates or this Fifth Supplemental Indenture or for any claim based on, in respect of, or by  reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note  waives and releases all such liability.         5. Governing Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL   GOVERN AND BE USED TO CONSTRUE THIS FIFTH SUPPLEMENTAL INDENTURE   WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO                                          3 





 






THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION  WOULD BE REQUIRED THEREBY.        6. Counterparts.  The parties may sign any number of copies of this Fifth Supplemental  Indenture . Each signed copy shall be an original, but all of them together represent the same  agreement.         7. Effect Of Headings.  The Headings of the Sections of this Fifth Supplemental Indenture  have been inserted for convenience of reference only, are not to be considered a part of this Fifth  Supplemental Indenture and will in no way modify or restrict any of the terms or provisions  hereof.        8. The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in  respect of the validity or sufficiency of this Fifth Supplemental Indenture or for or in respect of  the recitals contained herein, all of which recitals are made solely by the New Guarantors, the  Company and the Existing Guarantors.        9. Facsimile or Electronic Transmission.  Exchange of signature pages to this Fifth  Supplemental Indenture by facsimile or electronic transmission shall constitute effective  execution and delivery of this Fifth Supplemental Indenture.                                [Signature page follows]                                         4 





 






      IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental  Indenture to be duly executed, as of the date first above written.                                       SPRINT CAPITAL CORPORATION                                                                              By: /s/ Jud Henry                                                           Name: Jud Henry                                         Title: Vice President and Treasurer                                                                              SPRINT COMMUNICATIONS, INC.                                                                                                                  By: /s/ Jud Henry                                                           Name: Jud Henry                                         Title: Vice President and Treasurer                                                                              SPRINT CORPORATION                                                                                                                  By: /s/ Jud Henry                                                           Name: Jud Henry                                         Title: Senior Vice President, Finance and                                               Treasurer                                                                                                [Fifth Supplemental Indenture] 





 






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





 






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