EXHIBIT 10.1
FIRST AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AND
ADMINISTRATION AGREEMENT, dated as of July 27, 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, 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, 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 ONE
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 TWO
AMENDMENTS
SECTION 2.01
Amendments to the RPAA.
(a)
In Section 3.7(s) of the RPAA, the reference in clause (i)(A) to "(A) on
or prior to July 31 (beginning July 31, 2016)," is hereby deleted in its
entirety and replaced with the following:
"(A) on or prior to July 31 of each calendar year (or, with respect to the first
such report delivered hereunder, on or prior to August 31, 2016),"
(b)
The reference to "September 30, 2016" in Section 3.7(ii) of the RPAA is
hereby deleted and replaced with "December 31, 2016".
(c)
The reference to "July 31, 2016" in the last sentence of Section 6.14(a)
of the RPAA is hereby deleted and replaced with "August 31, 2016".
ARTICLE THREE
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 when counterparts
hereof shall have been executed and delivered by the parties hereto.
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" 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.
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.01
Representations and Warranties. 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. Finco hereby represents and warrants to