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Table of Contents 2019, the “2018 warrant”). Under the terms of the 2018 warrant, SBWW Cayman made a payment of $1.5 billion on January 15, 2019 and a payment of $1.0 billion on April 15, 2019. On July 15, 2019, the 2018 warrant was exercised for 22,727,273 shares of Series G-1 preferred stock. In January 2019, we entered into an additional warrant agreement with SoftBank Group Corp. pursuant to which we agreed to issue shares of our capital stock (the “2019 warrant”). Under the terms of the 2019 warrant, subject to no event of default having occurred, we have the right to receive $1.5 billion on April 3, 2020 in exchange for the issuance of shares of our Class A common stock at a price of $ per share (subject to equitable adjustment in the event of any further stock split, stock dividend, reverse stock split or similar recapitalization event from the closing of this offering through April 3, 2020). Senior Notes On April 30, 2018, we issued $702 million in aggregate principal amount of unsecured 7.875% senior notes due 2025 (the “senior notes”) in a private offering under the Securities Act. The senior notes mature on May 1, 2025. We received gross proceeds of $702 million from the issuance of the senior notes. We also incurred debt issuance costs of $17.4 million, which costs are deferred and amortized to interest expense over the term of the senior notes using the effective interest method. During the six months ended June 30, 2019, we repurchased $33.0 million aggregate principal amount of the senior notes for total consideration of $32.4 million. We may continue to pursue opportunistic purchases of our senior notes. The indenture that governs the senior notes restricts us from incurring indebtedness or liens or making certain investments or distributions, subject to a number of exceptions. Certain of these exceptions included in the indenture that governs our senior notes are subject to us having minimum growth- adjusted EBITDA (as defined in the indenture that governs our senior notes) for the most recent four consecutive fiscal quarters. For incurrences in fiscal years ending December 31, 2019, 2020, 2021 and 2022-2025, the minimum growth-adjusted EBITDA required for the immediately preceding four consecutive fiscal quarters is $200 million, $500 million, $1,000 million and $2,000 million, respectively. As of June 30, 2019, we satisfied the minimum growth-adjusted EBITDA requirements for these incurrence-based covenant calculations under the indenture that governs the senior notes. Bank Facilities In November 2015, we amended and restated our credit agreement (as defined under “Description of Indebtedness—Bank Facilities”) to provide up to $650.0 million in revolving loans and letters of credit, subject to certain financial covenants. At various times between 2016 and 2019, we executed amendments to the credit agreement which amended certain of the financial and other covenants. In November 2017 and as amended in August 2018 and January 2019, we entered into a letter of credit reimbursement agreement (as defined under “Description of Indebtedness—Bank Facilities”) that provides for an additional $500.0 million in availability of standby letters of credit. The revolving loans and letters of credit under the credit agreement and letter of credit reimbursement agreement will terminate in November 2020. Any amounts borrowed under the credit agreement and reimbursement obligations under the letter of credit reimbursement agreement and continuing agreement for standby letters of credit are guaranteed by certain of our domestic wholly-owned subsidiaries. Our obligations and the obligations of the guarantors under the credit agreement, letter of credit reimbursement agreement and continuing agreement for standby letters of credit are secured on a pari passu basis (except with respect to certain cash collateral) by first-priority liens on substantially all of our assets, including the pledge of our equity interests in each of our and the guarantors’ direct subsidiaries to secure the applicable loan, reimbursement and guarantee obligations. The guarantees and security requirements under each of these facilities are subject to certain customary exceptions and exclusions. As of June 30, 2019, $1.0 billion of stand-by letters of credit, the purpose of which is to guarantee payment under certain leases entered into by certain of our wholly owned subsidiaries, were outstanding under a combination of the credit agreement, letter of credit reimbursement agreement and continuing agreement for standby letters of credit. We were in compliance with all of the covenants contained in the credit agreement and the letter of credit reimbursement agreement as of June 30, 2019. As of June 30, 2019, we would not have been able to borrow under our credit agreement and keep those amounts outstanding or have unreimbursed draws on letters of credit under the credit agreement, letter of credit 116

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