CITY OF OVERLAND PARK, KANSAS as Lessor AND. SPRINT/UNITED MANAGEMENT COMPANY as Lessee SECOND AMENDMENT TO MASTER LEASE AGREEMENT

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1 CITY OF OVERLAND PARK, KANSAS as Lessor AND SPRINT/UNITED MANAGEMENT COMPANY as Lessee SECOND AMENDMENT TO MASTER LEASE AGREEMENT Dated as of March 1, 2016 NOT TO EXCEED $1,400,000,000 AGGREGATE PRINCIPAL AMOUNT OF FEDERALLY TAXABLE PRIVATE ACTIVITY REVENUE BONDS (SPRINT/UNITED MANAGEMENT COMPANY PROJECT)

2 SECOND AMENDMENT TO MASTER LEASE AGREEMENT THIS SECOND AMENDMENT TO MASTER LEASE (the Second Amendment to Master Lease ), made and entered into as of March 1, 2016, by and between the CITY OF OVERLAND PARK, KANSAS, a municipal corporation duly organized and existing under the laws of the State of Kansas (the City ) and SPRINT/UNITED MANAGEMENT COMPANY, a Kansas corporation ( SUMC ), amending that certain Master Lease Agreement dated as of December 1, 1997 (the Master Lease ), as supplemented by the First Supplemental Lease Agreement dated as of December 1, 1997, as supplemented by the Second Supplemental Lease Agreement dated as of December 1, 1998, as amended by the First Amendment to Master Lease Agreement dated as of November 1, 1999, as supplemented by the Third Supplemental Lease Agreement dated as of December 1, 1999, as supplemented by the Fourth Supplemental Lease Agreement dated as of December 1, 2000, as supplemented by the Fifth Supplemental Lease Agreement dated as of December 1, 2001, as supplemented by the Sixth Supplemental Lease Agreement dated as of December 1, 2002, as supplemented by the Seventh Supplemental Lease Agreement dated as of December 1, 2003 (collectively, the Lease ), each by and between the City and SUMC; WITNESSETH: WHEREAS, the City is authorized by K.S.A to d, inclusive, as amended (the Act ), to acquire, purchase, construct and equip certain facilities (as defined in the Act) for the stated statutory purposes, to enter into leases and lease-purchase agreements with any person, firm or corporation with respect to said projects and to issue revenue bonds for the purpose of paying the cost of such facilities; and WHEREAS, pursuant to Resolution No adopted by the City on July 7, 1997, as amended by Resolution No adopted by the City on August 2, 1999 (collectively, the Resolution ), the City declared its intent to issue its federally taxable private activity revenue bonds in one or more series (the Project Bonds ) in an aggregate principal amount not to exceed $1,400,000,000 for the purpose of financing the acquisition, purchase, construction, installation, furnishing, equipping and reequipping of a corporate headquarters to be located at 119 th Street and Nall Avenue within the City, including real estate described on Exhibit A hereto (the Project Site ), buildings and improvements (the Project Improvements ) and machinery and equipment (the Project Equipment ) (the Project Site, the Project Improvements and the Project Equipment, collectively, the Project ); and WHEREAS, pursuant to the Ordinance No. SUMC-2084 passed by the governing body of the City on December 1, 1997, the City and Commerce Bank, as successor trustee to Commerce Bank of Kansas City, N.A., as trustee (the Trustee ), have entered into a Master Trust Indenture dated as of December 1, 1997 (the Master Indenture ), as supplemented by the First Supplemental Trust Indenture dated as of December 1, 1997, as supplemented by the Second Supplemental Trust Indenture dated as of December 1, 1998, as amended by the First Amendment to Master Trust Indenture dated as of November 1, 1999, as supplemented by the Third Supplemental Trust Indenture dated as of December 1, 1999, as supplemented by the Fourth Supplemental Trust Indenture dated as of December 1, 2000, as supplemented by the

3 Fifth Supplemental Trust Indenture dated as of December 1, 2001, as supplemented by the Sixth Supplemental Trust Indenture dated as of December 1, 2002, as supplemented by the Seventh Supplemental Trust Indenture dated as of December 1, 2003 (collectively, the Indenture ), for the purpose of issuing and securing the Project Bonds and any Additional Bonds (collectively, the Bonds ), authorized by the Master Indenture; and WHEREAS, in connection therewith, the City leased the Project to SUMC pursuant to the Lease; and WHEREAS, SUMC desires to modify the Lease to provide an additional option for payment of the Rental Payments (defined in the Lease) by SUMC; and WHEREAS, Article XIV of the Master Lease provides that the Master Lease may be amended, changed, modified, altered or terminated in accordance with the provisions of the Indenture; and WHEREAS, SUMC and the Bondowner (as defined in the Lease) of 100% of the Bonds Outstanding (as defined in the Lease) have advised that said parties will consent to the City and the Trustee entering into this Second Amendment to Master Lease; and WHEREAS, pursuant to Ordinance No. SUMC- passed by the City on March 21, 2016, the City is authorized to execute and deliver this Second Amendment to Master Lease for the purpose of modifying and amending certain provisions of the Master Lease; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, the City and SUMC do hereby covenant and agree as follows: ARTICLE I AMENDMENT Section 101. The Master Lease is amended by adding the following Section 5.5 to Article V of the Master Lease: Section 5.5. Presentation of Bonds in Satisfaction of Rent. In the event that the Bondowner of any Outstanding Bonds presents the same to the Trustee for cancellation, upon such cancellation, the amount of any Rental Payments owed by SUMC shall be reduced by the amount of the principal of the canceled Outstanding Bonds, plus any accrued interest on such cancelled Outstanding Bonds as of the date of such cancellation. In no event shall the obligation of SUMC to make Rental Payments be reduced in such a manner that the Trustee shall not have on hand in the Bond Fund sufficient funds to pay the maturing principal of, redemption premium, if any, and interest on Outstanding Bonds as and when the same shall become due and payable in accordance with the provisions of the Indenture. Notwithstanding the foregoing, it is hereby agreed that if One Hundred Percent (100%) of the Outstanding Bonds are presented for cancellation, no further Rental Payments shall be owed by SUMC. 2

4 Section 102. The Master Lease is amended by deleting Section 11.1(e) in its entirety and adding the following as Section 11.1(e) of the Master Lease: (e) all payments then due and payable under the Payment in Lieu Agreement (as may be modified or amended from time to time), provided that PILOTs as defined in the Payment in Lieu Agreement shall not be deemed due and payable until the date provided for the payment of such PILOTs as stated in the Payment in Lieu Agreement, and the payment of any future PILOTs shall not be deemed to be accelerated by SUMC s exercise of the option to purchase the Project as stated herein; plus ARTICLE II MISCELLANEOUS PROVISIONS Section 201. Applicability of the Master Lease. Except as otherwise provided in this Second Amendment to Master Lease, the provisions of the Master Lease are hereby ratified, approved and confirmed and shall be applicable to the authorization, execution, authentication, issuance, payment, sale and delivery of any series of Project Bonds, the custody and the distribution of the proceeds and the security, payment and enforcement of payment thereof. This Second Amendment to Master Lease shall be construed as having been authorized, executed and delivered under the provisions of Article XIV of the Master Lease and Article XI of the Master Indenture. Section 202. Severability. If any provision of the Second Amendment to Master Lease shall be held or deemed to be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstances, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or Sections in the Second Amendment to Master Lease herein contained shall not affect the remaining portions of the Second Amendment to Master Lease, or any part thereof. Section 203. Execution in Counterparts. The Second Amendment to Master Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 204. Governing Law. This Second Amendment to Master Lease shall be governed exclusively by and construed in accordance with the applicable laws of the State of Kansas. Section 205. Amendment Controls. To the extent the provisions of this Second Amendment to Master Lease are inconsistent with any provision of the Lease, the terms of this Second Amendment to Master Lease shall control. 3

5 THIS SECOND AMENDMENT TO MASTER LEASE AGREEMENT is hereby executed as of the date first hereinabove written. CITY OF OVERLAND PARK, KANSAS [SEAL] ATTEST: By: Carl Gerlach, Mayor By: Marian Cook, City Clerk STATE OF KANSAS ) ) SS. COUNTY OF JOHNSON ) ACKNOWLEDGMENT BE IT REMEMBERED that on March, 2016, before me, the undersigned, a Notary Public in and for the State and County aforesaid, came Carl Gerlach, Mayor of the City of Overland Park, Kansas, a municipal corporation duly organized and validly existing under the laws of the State of Kansas, and Marian Cook, City Clerk of said City, who are personally known to me to be the same persons who executed the foregoing instrument of writing as such officials, and said Carl Gerlach, as Mayor, duly acknowledged the execution of the same to be the act of the City, and Marian Cook, as City Clerk, for and on behalf of said City affixed thereto the seal of the City. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal, the day and year last above written. My Commission Expires: Notary Public Second Amendment to Master Lease Agreement Overland Park, KS EDRB, Sprint/United Management 2016

6 THIS SECOND AMENDMENT TO MASTER LEASE AGREEMENT is hereby executed as of the date first hereinabove written. SPRINT/UNITED MANAGEMENT COMPANY, a Kansas corporation [SEAL, if any] ATTEST: By: Name: Title: By: Name: Title: STATE OF ) ) SS. COUNTY OF ) ACKNOWLEDGMENT The foregoing instrument was acknowledged before me on March, 2016, by, as, and as on behalf of Sprint/United Management Company, a Kansas corporation. My Commission Expires: Notary Public Second Amendment to Master Lease Agreement Overland Park, KS EDRB, Sprint/United Management 2016

7 THIS SECOND AMENDMENT TO MASTER LEASE AGREEMENT is consented to as of the date first hereinabove written. SPRINT COMMUNICATIONS, INC., a Kansas corporation (f/k/a Sprint Corporation, a Kansas corporation), as Bondowner [SEAL, if any] ATTEST: By: Name: Title: By: Name: Title: STATE OF ) ) SS. COUNTY OF ) ACKNOWLEDGMENT The foregoing instrument was acknowledged before me on March, 2016, by, as, and as on behalf of Sprint Communications, Inc., a Kansas corporation. My Commission Expires: Notary Public Second Amendment to Master Lease Agreement Overland Park, KS EDRB, Sprint/United Management 2016

8 THIS SECOND AMENDMENT TO MASTER LEASE AGREEMENT is consented to as of the date first hereinabove written. COMMERCE BANK, as Trustee [SEAL] ATTEST: By: William E. Ekey Senior Vice President By: Name: Title: STATE OF MISSOURI ) ) SS. COUNTY OF JACKSON ) ACKNOWLEDGMENT The foregoing instrument was acknowledged before me on March, 2016, by William E. Ekey, as Vice President, and, as, on behalf of Commerce Bank, a Missouri state bank and trust company. My Commission Expires: Notary Public Second Amendment to Master Lease Agreement Overland Park, KS EDRB, Sprint/United Management 2016

9 EXHIBIT A THE PROJECT SITE TRACT I: Lot 1, Sprint World Headquarters First Plat, Replat, a subdivision located in the City of Overland Park, Johnson County, Kansas, according to the recorded plat thereof. TRACT II: All that part of the East One-Half of Section 17, Township 13, Range 25, in the City of Overland Park, Johnson County, Kansas, described as follows: Commencing at the Southeast corner of the Northeast Quarter of said Section 17; thence South 87 degrees 54 minutes 17 seconds West, along the South line of said Northeast Quarter, a distance of feet, to the West line of Nall Avenue, as now established, and the Point of Beginning; thence South 1 degree 30 minutes 48 seconds East, along said West line, a distance of 1, feet, to the Northerly right-of-way line of 117 th Street, as now established; thence South 88 degrees 29 minutes 12 seconds West, along said Northerly line, a distance of feet, to a point of curvature; thence Westerly and Southwesterly continuing along said Northerly line and along a curve to the left, having a radius of feet, a central angle of 27 degrees 03 minutes 26 seconds, a distance of feet, to the Southeast corner of Lot 2 of the Certificate of Survey of Lot 2, Block 5, Overland Park Plaza II, a subdivision of land, according to said Certificate of Survey recorded June 16, 1997, as File No ; thence North 9 degrees 46 minutes 00 seconds West, along the Easterly line of said Lot 2B and the Easterly line of Lot 2 of said Certificate of Survey, a distance of 1, feet, to the Southerly right-of-way line of 115 th Street, as now established; thence Easterly along said Southerly line and along a curve to the left, having a radius of feet, an initial tangent bearing of South 73 degrees 23 minutes 30 seconds East, a central angle of 18 degrees 42 minutes 13 seconds, a distance of feet, to a point of tangency; thence North 87 degrees 54 minutes 17 seconds East, continuing along said Southerly line, a distance of feet, to the West right-of-way line of said Nall Avenue; thence South 1 degree 41 minutes 29 seconds East, along said West line, a distance of feet, to the Point of Beginning.

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