EXHIBIT 10.6
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made
and entered into as of August 23, 1996, by and among Sprint Spectrum L.P., a
Delaware limited partnership ("Sprint Spectrum"), Sprint Spectrum Finance
Corporation, a Delaware corporation ("▇▇▇▇▇" and, together with Sprint Spectrum,
the "Issuers"), and Sprint Corporation, a Kansas corporation ("Sprint").
This will confirm that, in connection with the purchase by
Sprint, on the date hereof, of an aggregate $182,859,000 principal amount at
maturity of 12 1/2% Senior Discount Notes (the "Notes") of the Issuers, and as
an inducement to Sprint to consummate the purchase of the Notes, the Issuers
have agreed to provide the registration rights set forth in this Agreement to
Sprint.
The parties hereby agree as follows:
1. The Securities
(a) Definitions. The terms "Registrable Securities" and
"Restricted Securities" shall mean the Notes.
(b) Restricted Securities. For the purposes of this Agreement,
Notes will cease to be Restricted Securities when (i) a registration statement
covering such Restricted Securities has been declared effective and they have
been disposed of pursuant to such effective registration statement, or (ii) they
are distributed to the public pursuant to Rule 144 (or any similar provision
then in force) under the Securities Act, or (iii) they have been otherwise
transferred and the Issuers, in accordance with applicable law and regulations,
have delivered new certificates or other evidences of ownership for them not
subject to any stop transfer order or other restriction on transfer.
(c) Registrable Securities. As to any particular Notes,
such Notes will cease to be Registrable Securities when they cease to be Re-
stricted Securities.
(d) Securities Act. The term "Securities Act" shall mean the
Securities Act of 1933, as amended, or any similar federal statute, and the
rules and regulations of the Securities and Exchange Commission ("Commission")
thereunder, all as the same shall be in effect at the time.
2. Holdback Agreements
(a) Restrictions on Public Sale by Sprint. To the extent not
inconsistent with applicable law and regulations, with respect to each
registration statement filed by the Issuers under the Securities Act, in
connection with an underwritten public offering of any debt security similar to
the Notes, Sprint, as a holder of Registrable Securities (whether or not Sprint
requests to participate or participates in such registration statement) agrees
not to effect any public sale or public distribution of the Notes during the 15
days prior to, and during the 90-day period beginning on, the effective date of
such registration statement (except as part of such registration), if requested
in writing (with reasonable prior notice) by the managing underwriter or
underwriters of the underwritten public offering.
(b) Restrictions on Public Sale by the Issuers and Others. The
Issuers agree (i) not to effect any public sale or distribution of any
securities similar to those being registered, during the 15 days prior to, and
the 90-day period beginning on, the effective date of any registration statement
in which Sprint is participating in connection with an underwritten public
offering if requested in writing (with reasonable prior notice) by the managing
underwriter or underwriters of the underwritten public offering and (ii) that
any agreement entered into after the date of this Agreement pursuant to which
the Issuers issue or agree to issue any privately placed securities which have
registration rights shall contain provisions under which holders of such
securities agree not to effect any public sale or distribution of any securities
similar to those being registered, during the periods set forth above if the
Issuers receive the notice referred to in clause (i) above.
3. Demand Registration
(a) Right to Demand. Subject to Section 3(b), Sprint may at
any time make a written request to the Issuers for registration under the
Securities Act of all or part of its Registrable Securities (a "Demand
Registration"). Upon receipt of such request, the Issuers will effect such
registration in accordance with the procedures in Section 4, including in such
registration all Registrable Securities with respect to which the Issuers have
received written requests for inclusion therein. All requests made pursuant to
this Section 3(a) will specify the aggregate amount of the Registrable
Securities to be registered and will also specify the intended methods of
disposition thereof. Notwithstanding anything to the contrary contained herein,
no sales of, or offers to sell, Registrable Securities may be made within 180
days after August 20, 1996.
(b) Number of Demand Registrations. Sprint shall be entitled,
in the aggregate, to three Demand Registrations, the Registration Expenses of
which shall be borne by the Issuers. The Issuers shall not be deemed to have
effected a Demand Registration unless and until such Demand Registration is
declared effective.
(c) Priority on Demand Registrations. If the managing
underwriter or underwriters of a Demand Registration for an underwritten public
offering advise the Issuers in writing that in their opinion the number of
securities proposed to be sold in such Demand Registration exceeds the number
which can be sold in such offering, the Issuers will include in such
registration only the number of securities that, in the opinion of such managing
underwriter or underwriters, can be sold; provided, that no Registrable
Securities shall be excluded from such registration until all notes which are
not Registrable Securities have been excluded. The Issuers agree that any
agreement entered into on or after the date of this Agreement pursuant to which
either or both Issuers grant any person other than Sprint "piggyback"
registration rights that may be exercised in connection with a Demand
Registration hereunder shall expressly provide that the securities of such other
person will be entirely excluded from such registration before any Registrable
Securities are so excluded. Any exclusion of securities pursuant to this Section
3(c) in connection with the last Demand Registration available hereunder shall
entitle Sprint to one additional Demand Registration.
(d) Selection of Underwriters. If any Demand Registration is
an underwritten offering, Sprint will select a managing underwriter or
underwriters to administer the offering, which managing underwriter or
underwriters shall be reasonably satisfactory to the Issuers.
(e) Notwithstanding anything in the foregoing to the contrary,
the Issuers shall not be obligated to effect a Demand Registration at any time
when the Issuers, in the good faith judgment of their Partnership Board or their
Board of Directors, as the case may be, reasonably believe that the filing
thereof at the time requested, or the offering of securities pursuant thereto,
would be seriously detrimental to the Issuers. The effectuation of Demand
Registrations hereunder cannot be suspended, pursuant to the provisions of the
preceding sentence, more than once, and in any case shall not be suspended for
more than 60 days after the date of the applicable Board's determination
referenced in the preceding sentence.
4. Registration Procedures
The Issuers will, in connection with any registration pursuant
to Section 3, as expeditiously as possible:
(a) prepare and file with the Commission a registration
statement on any appropriate form under the Securities Act (a "Registration
Statement"), which form shall be available for the sale of Registrable
Securities in accordance with the intended method or methods of distribution
thereof, and use their best efforts to cause such Registration Statement to
become effective; provided that at least five business days before filing with
the Commission a Registration Statement or prospectus or any amendments or
supplements thereto, including documents incorporated by reference after the
initial filing of any Registration Statement, the Issuers will furnish to Sprint
draft copies of such Registration Statement, and, upon the request of Sprint,
shall continue to provide drafts of such Registration Statement until filed and
thereafter such number of copies of such Registration Statement, each amendment
and supplement thereto, the prospectus included in such Registration Statement
(including each preliminary prospectus) and such other documents as Sprint may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by Sprint and to change the Registration Statement as it
relates to Sprint as requested by Sprint on a timely basis, and to reasonably
consider other changes to the Registration Statement (but not including any
document incorporated therein by reference) reasonably requested by Sprint on a
timely basis, in light of the requirements of the Securities Act and any other
applicable laws and regulations; and provided, further, that as to documents
incorporated by reference, the Issuers shall provide documents incorporated by
reference promptly upon the filing of such documents;
(b) prepare and file with the Commission such amendments and
post-effective amendments to a Registration Statement and timely make any such
filings to be incorporated by reference therein as may be necessary to keep such
Registration Statement effective for 120 days (or until all Registrable
Securities registered thereunder have been sold, whichever is earlier); and
cause the related prospectus to be supplemented by any required prospectus
supplement, and as so supplemented to be filed to the extent required pursuant
to Rule 424 under the Securities Act, during such 120 day period; and otherwise
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such Registration Statement during the applicable
period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement or supplement to such
prospectus;
(c) notify Sprint and the managing underwriter or
underwriters, if any, promptly, and confirm such advice in writing, (1) when a
prospectus or any prospectus supplement or post-effective amendment has been
filed, and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective, (2) of any request by the
Commission for amendments or supplements to a Registration Statement or related
prospectus or for additional information, (3) of the issuance by the Commission
of any stop order suspending the effectiveness of a Registration Statement or
the initiation of any proceedings for that purpose, (4) if at any time the
representations and warranties of the Issuers contemplated by paragraph (j)
below cease to be true and correct, (5) of the receipt by the Issuers of any
notification with respect to the suspension of the qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, and (6) of the happening of any
event which makes any statement made in any Registration Statement, the
prospectus or any document incorporated therein by reference untrue or which
requires the making of any changes in any Registration Statement or prospectus
so that they will not contain any untrue statement of material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading;
(d) make every reasonable effort to obtain the withdrawal of
any order suspending the effectiveness of a registration statement at the
earliest possible moment and to prevent the entry of such an order;
(e) use their best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as Sprint reasonably requests in writing and do any and all other
acts and things which may be necessary or advisable to enable Sprint to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by Sprint; provided that the Issuers will not be required to (i) qualify
generally to do business in any jurisdiction where they would not otherwise be
required to qualify but for this paragraph (e), (ii) subject themselves to
taxation in any such jurisdiction or (iii) take any action which would subject
them to general service of process in any such jurisdiction;
(f) make available for inspection by a representative of
Sprint, any underwriter participating in any disposition pursuant to such
Registration Statement, and any attorney or accountant retained by any such
underwriter or Sprint (collectively, the "Inspectors"), all financial and other
records, pertinent corporate documents and properties of the Issuers
(collectively, the "Records") as shall be reasonably necessary to enable them to
exercise their due diligence responsibility, and cause the officers, directors,
employees and agents of the Issuers to supply all information reasonably
requested by any such Inspector in connection with such Registration Statement.
Records which the Issuers determine, in good faith, to be confidential and which
they notify the Inspectors are confidential shall not be disclosed by the
Inspectors unless (i) the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction or (ii) the
disclosure of such Records is required by any applicable law or regulation or
any governmental regulatory body with jurisdiction over any holder of
Registrable Securities or any Inspectors. Sprint agrees that it will, upon
learning the disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Issuers and allow the Issuers, at their
expense, to undertake appropriate action to prevent disclosure of the Records
deemed confidential;
(g) cooperate with Sprint and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends and enable such Registrable Securities to be in such
denominations and registered in such names as Sprint or any managing
underwriters may request at least two business days prior to any sale of
Registrable Securities;
(h) comply with all applicable rules and regulations of the
Commission and promptly make generally available to their security holders each
of their earning statements covering a period of at least twelve months, (1) in
an underwritten offering, commencing after a Registration Statement is declared
effective by the Commission, or (2) in a non-underwritten offering, beginning
with the first month of the Issuers' first fiscal quarter commencing after the
effective date of a Registration Statement, which earning statement in each case
shall satisfy the provisions of Section 11(a) of the Securities Act;
(i) provide a CUSIP number for all Registrable Securities, not
later than the effective date of the Registration Statement relating to the
first public offering of Registrable Securities of the Issuers pursuant hereto;
(j) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other actions
reasonably requested by Sprint or the managing underwriter or underwriters in
order to expedite or facilitate the disposition of such Registrable Securities
and in such connection, whether or not an underwriting agreement is entered into
and whether or not the registration is an underwritten registration (1) make
such representations and warranties, if any, to Sprint and any underwriters with
respect to the Registration Statement, prospectus and documents incorporated by
reference, if any, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings and confirm the same if and
when requested, (2) obtain opinions of counsel to the Issuers and updates
thereof addressed to Sprint and the underwriters, if any, with respect to the
Registration Statement, prospectus and documents incorporated by reference, if
any, covering the matters customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested by
Sprint and the underwriters, (3) obtain a "cold comfort" letter and updates
thereof from the Issuers' independent certified public accountants addressed to
Sprint and to the underwriters, if any, which letters shall be in customary form
and cover matters of the type customarily covered in "cold comfort" letters by
accountants in connection with underwritten offerings, and (4) deliver such
documents and certificates as may be reasonably requested by Sprint and the
managing underwriter or underwriters, if any, to evidence compliance with any
customary conditions contained in the underwriting agreement or other agreement
entered into by the Issuers. The above shall be done at each closing under such
underwriting or similar agreement or as and to the extent required thereunder;
(k) use its reasonable efforts to provide customary
assistance to the underwriters in their selling efforts and presentations to
prospective investors; and
(l) use its best efforts to list the Registrable Securities on
any securities exchange on which the Notes are then listed, if the listing of
such securities is then permitted under the rules of such exchange.
The Issuers may require Sprint to furnish to the Issuers such
information regarding the distribution of such securities as the Issuers may
from time to time reasonably request in writing.
Sprint agrees that, upon receipt of any notice from the
Issuers of the happening of any event of the kind described in Section 4(c)(2),
4(c)(3), 4(c)(5) or 4(c)(6) hereof, Sprint will forthwith discontinue
disposition of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities (if pursuant to an event described in
Section 4(c)(5), only in the affected jurisdictions) (A) until Sprint's receipt
of the copies of the supplemented or amended prospectus contemplated by Section
4(c)(1) hereof, or until it is advised in writing (the "Advice") by the Issuers
that the use of the applicable prospectus may be resumed, and (B) until it has
received copies of any additional or supplemental filings which are incorporated
by reference in such prospectus. If so directed by the Issuers, Sprint will
deliver to the Issuers (at the expense of the Issuers) all copies, other than
permanent file copies then in Sprint's possession, of the prospectus covering
such Registrable Securities current at the time of receipt of such notice.
5. Registration Expenses
All expenses incident to the performance of or compliance with
this Agreement by the Issuers, including, without limitation, all registration
and filing fees of the Commission, the National Association of Securities
Dealers Inc. and other agencies, fees and expenses of compliance with securities
or blue sky laws (including reasonable fees and disbursements of counsel in
connection with blue sky qualifications of the Registrable Securities), rating
agency fees, printing expenses, expenses incurred by the Issuers in connection
with presentations to prospective investors, messenger and delivery expenses,
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the fees and
expenses incurred in connection with the listing, if any, of the securities to
be registered on any securities exchange and fees and disbursements of counsel
for the Issuers and the Issuers' independent certified public accountants
(including the expenses of any special audit or "cold comfort" letters required
by or incident to such performance), securities acts liability insurance (if the
Issuers elect to obtain such insurance), the fees and expenses of any special
experts retained by the Issuers in connection with such registration, and the
fees and expenses of any other person retained by the Issuers (but not including
any underwriting discounts or commissions attributable to the sale of
Registrable Securities or other out-of-pocket expenses of Sprint (or the agents
who act on its behalf) unless reimbursement is specifically approved by the
Issuers), will be borne by the Issuers. All such expenses are herein called
"Registration Expenses". Notwithstanding the foregoing, the Issuers shall not be
required to pay for any Registration Expenses of any Demand Registration if such
registration request is subsequently withdrawn at the request of Sprint, unless
Sprint agrees to forfeit its right to initiate one Demand Registration; provided
that if at the time of such withdrawal, Sprint has learned of a material adverse
change in the condition, business or prospects of the Issuers from that known to
Sprint at the time of its request, then Sprint shall not be required to pay any
of such expenses and shall not forfeit its right to initiate one Demand
Registration.
6. Indemnification; Contribution
(a) Indemnification by the Issuers. The Issuers agree to
indemnify and hold harmless, to the full extent permitted by law, Sprint, its
officers and directors and each person who controls Sprint (within the meaning
of the Securities Act), and any agent thereof against all losses, claims,
damages, liabilities and expenses (including reasonable attorney's fees and
expenses of investigation) incurred by such party pursuant to any actual or
threatened suit, action, proceeding or investigation arising out of or based
upon any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, prospectus or preliminary prospectus or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of a prospectus, in the
light of the circumstances under which they were made) not misleading, except
insofar as the same arise out of or are based upon any such untrue statement or
omission based upon information with respect to Sprint furnished in writing to
the Issuers by Sprint expressly for use therein. The Issuers shall also agree in
any underwriting agreement executed in connection with the sale of Registrable
Securities to indemnify and hold harmless the underwriters and their officers,
directors and control persons to the same extent as provided above with regard
to actual or alleged statements in or omissions from a Registration Statement,
except with respect to suits, actions, proceedings or investigations arising out
of statements furnished in writing to the Issuers by such underwriters or Sprint
expressly for use therein.
(b) Indemnification by Sprint. In connection with any
Registration Statement in which Sprint is participating, Sprint will be required
to furnish to the Issuers in writing such information with respect to Sprint as
the Issuers reasonably request for use in connection with any such Registration
Statement or prospectus, and Sprint agrees to indemnify, to the full extent
permitted by law, the Issuers, the respective directors, partnership board
representatives and officers of the Issuers and each person who controls the
Issuers (within the meaning of the Securities Act) and any agent thereof,
against all losses, claims, damages, liabilities and expenses (including
reasonable attorney's fees and expenses of investigation) incurred by such party
pursuant to any actual or threatened suit, action, proceeding or investigation
arising out of or based upon any untrue or alleged untrue statement of a
material fact contained in any Registration statement, prospectus or preliminary
prospectus or any omission or alleged omission to state therein a material fact
necessary to make the statements therein (in the case of a prospectus, in the
light of the circumstances under which they are made) not misleading, to the
extent, but only to the extent, that such untrue statement or omission is based
upon information relating to Sprint furnished in writing to the Issuers by
Sprint expressly for use therein.
(c) Conduct of Indemnification Proceedings. Promptly after
receipt by an indemnified party under this Section 6 of written notice of the
commencement of any action, proceeding, suit or investigation or threat thereof
made in writing for which such indemnified party may claim indemnification or
contribution pursuant to this Agreement, such indemnified party shall notify in
writing the indemnifying party of such commencement or threat; but the omission
so to notify the indemnifying party shall not relieve it from any liability
which it may have to any indemnified party (x) hereunder, unless the
indemnifying party is actually prejudiced thereby, or (y) otherwise than under
this Section 6. In case any such action, suit or proceeding shall be brought
against any indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and the indemnifying party shall assume the defense thereof, with
counsel reasonably satisfactory to the indemnified party and the payment of all
expenses. The indemnified party shall have the right to employ separate counsel
in any such action, suit or proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party has agreed to pay such
fees and expenses or (ii) the indemnifying party shall have failed to assume the
defense of such action, suit or proceeding or to employ counsel reasonably
satisfactory to the indemnified party therein or to pay all expenses or (iii)
the named parties to any such action or proceeding (including any impleaded
parties) include both the indemnified party and the indemnifying party and the
indemnified party shall have been advised by counsel that there may be one or
more legal defenses available to the indemnified party which are different from
or additional to those available to the indemnifying party and which may result
in a conflict between the indemnifying party and such indemnified party (in
which case, if the indemnified party notifies the indemnifying party in writing
that the indemnified party elects to employ separate counsel at the expense of
the indemnifying party, the indemnifying party shall not have the right to
assume the defense of such action or proceeding on behalf of the indemnified
party, it being understood, however, that the indemnifying party shall not, in
connection with any one such action, suit or proceeding or separate but
substantially similar or related actions, suits or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys at
any time for the indemnified party, which firm shall be designated in writing by
the indemnified party).
(d) Contribution. If the indemnification provided for in this
Section 6 from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and indemnified party as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and the
indemnified party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include, subject to the
limitation set forth in Section 6(e), any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or
proceeding.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) were determined by pro
rata allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
(e) Limitation. Anything to the contrary contained in this
Section 6 or in Section 7 hereof notwithstanding, Sprint shall not be liable for
indemnification and contribution payments aggregating an amount in excess of the
maximum amount received by Sprint in connection with any sale of Registrable
Securities as contemplated herein.
7. Participation in Underwritten Registrations
Sprint may not participate in any underwritten registration
hereunder unless Sprint (a) agrees to sell Sprint's securities on the basis
provided in any customary underwriting arrangements and to comply with Rules
10b-6 and 10b-7 under the Exchange Act, and (b) completes and executes all
questionnaires, appropriate and limited powers of attorney, escrow agreements,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements, provided that all such
documents shall be consistent with the provisions of Section 6 hereof.
8. Rule 144 and Rule 144A
The Issuers covenant that they will timely file the reports
required to be filed by them under the Securities Act and the Securities
Exchange Act of 1934, as amended, and the rules and regulations adopted by the
Commission thereunder. So long as the Issuers are not required to file such
reports following a public offering, they will, upon the request of Sprint, make
publicly available other information to the extent, and so long as, necessary to
permit sales of the Registrable Securities pursuant to Rule 144 or Rule 144A
under the Securities Act, and they will take such further action as Sprint may
reasonably request, all to the extent required from time to time to enable
Sprint to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 and Rule 144A
under the Securities Act, as such Rules may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission, in each case to
the extent such rules may otherwise be available to Sprint. Upon the reasonable
request of Sprint, the Issuers will deliver to Sprint a written statement as to
whether they have complied with such requirements.
9. Additional Provisions
(a) No Inconsistent Agreements. The Issuers will not
hereafter enter into any agreement with respect to their securities which is in-
consistent with the rights granted to Sprint in this
Agreement.
(b) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Issuers have obtained the written consent of
Sprint.
(c) Notices. All communications under this Agreement
shall be sufficiently given if delivered by hand or by overnight courier or
mailed by registered or certified mail, postage prepaid, addressed,
(1) if to Sprint Spectrum, to:
Sprint Spectrum L.P.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
(2) if to ▇▇▇▇▇, to:
Sprint Spectrum Finance Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
(3) if to Sprint, to:
Sprint Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
(d) Successors and Assigns; Holders as Beneficiaries. This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective successors and assigns, and the agreements of the Issuers
herein shall inure to the benefit of Sprint and its respective successors and
assigns, including, without limitation, and without the need for an express
assignment, subsequent holders of Registrable Securities.
(e) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(f) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the mean-
ing hereof.
(g) Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.
(h) Severability; Specific Enforcement. In the event that any
one or more of the provisions contained herein, or the application thereof in
any circumstances, is held invalid, illegal, or unenforceable for any reason,
the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
Issuers and Sprint shall be enforceable to the fullest extent permitted by law.
Each of Sprint and the Issuers acknowledges that the other party would not have
an adequate remedy at law for money damages in the event that any of the
covenants or agreements of the other party in this Agreement were not performed
in accordance with its terms and therefore agrees that the other party shall be
entitled to specific enforcement of such covenants or agreements and to
injunctive and other equitable relief in addition to any other remedy to which
it may be entitled, at law or in equity.
(i) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
SPRINT SPECTRUM L.P.
By: Sprint Spectrum Holding
Company, L.P.,
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Treasurer
SPRINT SPECTRUM FINANCE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Assistant Treasurer
SPRINT CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer