Exhibit






EXHIBIT 10.47



THIRD AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT


THIS THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT, dated as of December 23, 2016 (this “Amendment”), is by and among T-MOBILE HANDSET FUNDING LLC (the “Transferor”), as transferor, T-MOBILE FINANCIAL LLC (“Finco”), individually and as servicer, T-MOBILE US, INC., as guarantor (the “Guarantor”), ROYAL BANK OF CANADA, as Administrative Agent (the “Administrative Agent”), and the various Funding Agents party to the RPAA referenced below.


RECITALS:


WHEREAS, the parties hereto have entered into the Amended and Restated Receivables Purchase and Administration Agreement, dated as of June 6, 2016, as amended by the First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of July 27, 2016 and the Second Amendment to Amended and Restated Receivable Purchase Agreement, dated as of October 31, 2016 (as amended, supplemented or otherwise modified from time to time, the “RPAA”); and


WHEREAS, the parties hereto wish to amend the RPAA as set forth in this Amendment. 


NOW, THEREFORE,  the  parties  hereto,  in  consideration  of  their  mutual  covenants
hereinafter set forth and intending to be legally bound hereby, agree as follows:


ARTICLE 1


DEFINITIONS 


Section 1.01    Capitalized Terms. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the RPAA.


ARTICLE 2


AMENDMENTS


Section 2.01    Amendments to the RPAA.


(a)    Section 1.1 of the RPAA is hereby amended by addition of the following definitions in correct alphabetical order:


“Malbec Receivable” means a Transferred Receivable with respect to which the Obligor has received a marketing promotion in which such Obligor receives a contingent incentive for the related handset which is administered as monthly bill credits over the term of the Receivable associated with such handset.









“Samsung Dilution” means any credit, rebate or reduction given with respect to a Receivable related to the Samsung Note 7 handset recall during the period from September 1, 2016 to December 31, 2016.


(b)    Section 1.1 of the RPAA is hereby amended by addition of the following to the definition of “Eligible Receivable”:


(u) the related handset device has no material defects (including, without limitation, material defects for which any credit, rebate or reduction will be given with respect to such Receivables) which would  entitle  the  Obligor  to  refuse  to  pay such  Receivable  or which would otherwise prevent the operation of such handset device;


and (v) is not a Malbec Receivable.


(c)       Section 1.1 of the RPAA is hereby amended by amending the definition of
“Replacement Receivable” to read as follows:


“Replacement Receivable” shall mean any Receivable transferred on an
Addition Date pursuant to Section 2.15(a), Section 2.15(c), Section 2.15(d) or Section 2.21.


(d)    Section 2.1(b) is hereby amended by addition of a new sentence at the end of such section as follows:


The parties hereto agree that the cash component of the Purchase Price of the Transferred Receivables paid to the Transferor from time to time shall be allocated, upon receipt, first to payment of the Purchase Price of Receivables that, at such time, has been appropriately categorized as “earned” for accounting purposes by the Servicer.


(e)    A new section 2.21 shall be added to the Agreement as follows: 


Section 2.21.   Malbec Receivables.   On or prior to February 28, 2017, if the Servicer determines that a Transferred Receivable is a Malbec Receivable, the Transferor shall, within two (2) Business Days of such determination, replace such Transferred Receivable with one or more Replacement Receivables having aggregate Receivable Matrix Amounts equal to or greater than the remaining Receivable Matrix Amount of the original Transferred Receivable being replaced; provided, that the Transferor shall transfer Replacement Receivables in an amount necessary to cure the amount of an Asset Base Deficiency that would exist solely as a result of such replacement.   The Transferor shall cause any such Replacement Receivable to be transferred to the Administrative Agent (for the benefit of the Owners), and such Replacement Receivable shall be an Additional Receivable and shall be deemed


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to be transferred on an Addition Date, and the terms of this Agreement shall apply to such Replacement Receivable as if it had been sold under Article II herein without further action from any party hereto.  Following this transfer of a Replacement Receivable, the relevant original Receivable shall hereby be automatically reassigned to the Transferor without any further action and the Administrative Agent, Funding Agents and Owners shall no longer have any interest in or right with respect to the original Receivable. The Replacement Receivable will be an Additional Receivable for purposes of this Agreement.


(f)    Section 3.1 is hereby amended by addition of the following at the end of the lead-in paragraph prior to the specific representations:


and, with respect to a particular representation, as of each specific date referenced in such representation


(g)       A new subsection (l) shall be added to Section 6.5 as follows:


(l) Finco (or its Affiliates) shall not enter into any marketing program that it reasonably believes will cause an increase in Dilutions such that the Dilution Ratio relating to Transferred Receivables will be in excess of the percentage set forth in Section 7.3(h), without the prior written consent of the Required Owners which shall not be unreasonably withheld, delayed or denied.


(h)    Annex  A  of  the  RPAA  (Aggregate  Advance  Amount  Calculations)  is hereby amended by addition of the following proviso to the definition of “Dilution Ratio”:


provided that for purposes of calculating the Dilution Ratio in Section 7.3(h) with respect to each Collection Period during the period September 1, 2016 to December 31, 2016, the numerator in the Dilution Ratio shall exclude any Samsung Dilutions that occurred in the relevant Collection Period.


ARTICLE 3


EFFECTIVENESS; RATIFICATION


Section 3.01    Effectiveness.   This   Amendment   shall   become   effective,   and   this Amendment thereafter shall be binding on the parties hereto and their respective successors and assigns, as of the date first set forth above upon (a) execution and delivery of counterparts by the parties hereto and (b) delivery of an opinion of counsel to Finco and the Transferor with respect to true sale matters.


Section 3.02    Incorporation; Ratification.


(a)    On and after the execution and delivery hereof, this Amendment shall be a part of the RPAA and each reference in the RPAA to “this Agreement” or “hereof”, “hereunder”


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or words of like import, and each reference in any other Related Document to the RPAA shall mean and be a reference to such RPAA as previously amended, and as amended, modified and consented to hereby.


(b)       Except as expressly provided herein, the RPAA shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.


(c)       After  giving  effect  to  this  Amendment,  the  Performance  Guaranty previously executed and delivered by the Guarantor is and shall continue to be in full force and effect.


ARTICAL 4


MISCELLANEOUS


Section 4.01    Representations and Warranties.


(a)       The  Transferor  hereby  represents  and  warrants  to  the  Administrative Agent and the Owners that its representations and warranties set forth in Section 3.1 of the RPAA are true and correct in all material respects as of the date hereof.


(b)       Finco hereby represents and warrants to the Administrative Agent and the Owners that its representations and warranties set forth in Section 3.1 and Section 3.3 of the RPAA are true and correct in all material respects as of the date hereof.


(c)       The Guarantor hereby represents and warrants to the Administrative Agent and the Owners that its representations and warranties set forth in Section 3.4 of the RPAA are true and correct in all material respects as of the date hereof.


Section 4.02    No Other Amendments; Status of RPAA and Related Documents. The amendments set forth herein are limited as specified and shall not be construed as an amendment to any other term or provision of the RPAA. Nothing herein shall obligate the Administrative Agent, any Conduit Purchaser, Committed Purchaser or Funding Agent to grant (or consent to) any future amendment or waiver of any kind under or in connection with the RPAA or entitle the Transferor to receive any such amendment or waiver under the RPAA. Except as otherwise expressly provided herein, this Amendment shall not constitute a waiver of any right, power or remedy of the Owners, the Funding Agents or the Administrative Agent set forth in the RPPA and Related Documents, and except as expressly provided herein, this Amendment shall have no effect on any term or condition of the RPAA or Related Documents.


Section 4.03    Governing   Law;   Submission   to   Jurisdiction.   THIS   AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS  LAW, AND OBLIGATIONS, RIGHTS  AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY AGREES TO THE


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JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW  THE  JUDGMENTS  THEREOF.  EACH  OF  THE  PARTIES  HEREBY  WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS.


Section 4.04    Counterparts.  This  Amendment  may  be  executed  in  any  number  of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing such counterpart.




[signatures on following page]




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IN WITNESS WHEREOF, each of the parties hereto have caused a counterpart of this Amendment to be duly executed as of the date first above written.
	
		
	 
	T-MOBILE HANDSET FUNDING LLC,

	 
	as Transferor

	 
	 

	 
	 

	 
	By: /s/ Dirk Wehrse                      

	 
	Name: Dirk Wehrse

	 
	Title: Senior VP, Treasury, Treasurer

	 
	 

	 
	 

	 
	T-MOBILE FINANCIAL LLC,

	 
	in its individual capacity and as Servicer

	 
	 

	 
	 

	 
	By: /s/ Dirk Wehrse                      

	 
	Name: Dirk Wehrse

	 
	Title: Assistant Treasurer

	 
	 

	 
	 

	 
	T-MOBILE US, Inc.,

	 
	as Guarantor

	 
	 

	 
	 

	 
	By: /s/ Dirk Wehrse                      

	 
	Name: Dirk Wehrse

	 
	Title: Senior Vice President, Treasury & Treasurer








[Signature Page to Third Amendment to A&R RPAA]







	
		
	 
	ROYAL BANK OF CANADA,

	 
	as Administrative Agent

	 
	 

	 
	 

	 
	By: /s/ Austin J. Meier                 

	 
	Name: Austin J. Meier

	 
	Title: Authorized Signatory

	 
	 

	 
	 

	 
	ROYAL BANK OF CANADA,

	 
	as a Funding Agent

	 
	 

	 
	 

	 
	By: /s/ Austin J. Meier                     

	 
	Name: Austin J. Meier

	 
	Title: Authorized Signatory


































[Signature Page to Third Amendment to A&R RPAA]







	
		
	 
	LANDESBANK HESSEN-THÜRINGEN

	 
	GIROZENTRALE,

	 
	as a Funding Agent

	 
	 

	 
	 

	 
	By: /s/ Bjorn Reinecke                      

	 
	Name: Bjorn Reinecke

	 
	Title: Assistant Vice President

	 
	 

	 
	 

	 
	By: /s/ Bjoern Molner                    

	 
	Name: Bjoern Molner

	 
	Title: Vice President


























































[Signature Page to Third Amendment to A&R RPAA]







	
		
	 
	THE BANK OF TOKYO-MITSUBISHI UFJ,

	 
	LTD., NEW YORK BRANCH,

	 
	as a Funding Agent

	 
	 

	 
	 

	 
	By: /s/ Christopher Pohl                   

	 
	Name: Christopher Pohl

	 
	Title: Managing Director






[Signature Page to Third Amendment to A&R RPAA]







	
		
	 
	LLOYDS BANK PLC,

	 
	as a Funding Agent

	 
	 

	 
	 

	 
	By: /s/ Thomas Spary                 

	 
	Name: Thomas Spary

	 
	Title: Director








[Signature Page to Third Amendment to A&R RPAA]