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T-Mobile US, Inc. – ‘10-Q’ for 6/30/17 – ‘EX-10.1’

On:  Thursday, 7/20/17, at 4:07pm ET   ·   For:  6/30/17   ·   Accession #:  1283699-17-32   ·   File #:  1-33409

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  As Of               Filer                 Filing    For·On·As Docs:Size

 7/20/17  T-Mobile US, Inc.                 10-Q        6/30/17   67:15M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.21M 
 2: EX-10.1     Material Contract                                   HTML     42K 
 3: EX-10.2     Material Contract                                   HTML     93K 
 4: EX-10.3     Material Contract                                   HTML     47K 
 5: EX-10.4     Material Contract                                   HTML     33K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     28K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     28K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     22K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     22K 
16: R1          Document and Entity Information                     HTML     41K 
17: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    135K 
18: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML     48K 
                (Parenthetical)                                                  
19: R4          Condensed Consolidated Statements of Comprehensive  HTML    111K 
                Income (Unaudited)                                               
20: R5          Condensed Consolidated Statements of Comprehensive  HTML     23K 
                Income (Unaudited) (Parenthetical)                               
21: R6          Condensed Consolidated Statements of Cash Flows     HTML    142K 
                (Unaudited)                                                      
22: R7          Condensed Consolidated Statements of Cash Flows     HTML     25K 
                (Unaudited) Condensed Consolidated Statements of                 
                Cash Flows (Unaudited) (Parenthetical)                           
23: R8          Basis of Presentation (Notes)                       HTML    107K 
24: R9          Equipment Installment Plan Receivables (Notes)      HTML     78K 
25: R10         Sales of Certain Receivables (Notes)                HTML     76K 
26: R11         Spectrum License Transactions (Notes)               HTML     37K 
27: R12         Fair Value Measurements (Notes)                     HTML     72K 
28: R13         Debt (Notes)                                        HTML    166K 
29: R14         Income Taxes (Notes)                                HTML     31K 
30: R15         Earnings Per Share                                  HTML     75K 
31: R16         Commitments and Contingencies (Notes)               HTML     43K 
32: R17         Guarantor Financial Information (Notes)             HTML   1.23M 
33: R18         Basis of Presentation (Policies)                    HTML     51K 
34: R19         Basis of Presentation (Tables)                      HTML     86K 
35: R20         Equipment Installment Plan Receivables (Tables)     HTML     79K 
36: R21         Sales of Certain Receivables (Tables)               HTML     62K 
37: R22         Spectrum License Transactions (Tables)              HTML     28K 
38: R23         Fair Value Measurements (Tables)                    HTML     60K 
39: R24         Debt (Tables)                                       HTML    150K 
40: R25         Earnings Per Share (Tables)                         HTML     73K 
41: R26         Commitments and Contingencies (Tables)              HTML     34K 
42: R27         Guarantor Financial Information (Tables)            HTML   1.23M 
43: R28         Basis of Presentation (Details)                     HTML     65K 
44: R29         Equipment Installment Plan Receivables EIP          HTML     38K 
                Receivables (Details)                                            
45: R30         Equipment Installment Plan Receivables Gross        HTML     41K 
                Receivables by Credit Category (Details)                         
46: R31         Equipment Installment Plan Receivables Unamortized  HTML     37K 
                Imputed Discount and Allowance for Credit Losses                 
                (Details)                                                        
47: R32         Sales of Certain Receivables Sales of Service       HTML     36K 
                Receivables (Details)                                            
48: R33         Sales of Certain Receivables Sales of EIP           HTML     36K 
                Receivables (Details)                                            
49: R34         Sales of Certain Receivables Sales of Receivables   HTML     67K 
                and Continuing Involvement (Details)                             
50: R35         Spectrum License Transactions Spectrum License      HTML     52K 
                Transactions (Details)                                           
51: R36         Fair Value Measurements Fair Value of Short-term    HTML     52K 
                Investments and Long-term Debt (Details)                         
52: R37         Fair Value Measurements Guarantee Liabilities       HTML     22K 
                (Details)                                                        
53: R38         Debt - Schedule of Debt (Details)                   HTML     97K 
54: R39         Debt - Debt to Third Parties - Issuances and        HTML     36K 
                Borrowings (Details)                                             
55: R40         Debt - Debt to Third Parties - Notes Redemption     HTML     71K 
                (Details)                                                        
56: R41         Debt - Debt to Affiliates - Issuances and           HTML    189K 
                Borrowings (Details)                                             
57: R42         Debt - Debt to Affiliates - Revolving Credit        HTML     37K 
                Facility (Details)                                               
58: R43         Income Taxes Narrative (Details)                    HTML     32K 
59: R44         Earnings Per Share (Details)                        HTML     64K 
60: R45         Commitments and Contingencies Operating Leases and  HTML     51K 
                Purchase Commitments (Details)                                   
61: R46         Guarantor Financial Information Narrative           HTML    107K 
                (Details)                                                        
62: R47         Guarantor Financial Information Condensed           HTML    222K 
                Consolidating Balance Sheet Information (Details)                
63: R48         Guarantor Financial Information Condensed           HTML    149K 
                Consolidating Statement of Comprehensive Income                  
                Information (Details)                                            
64: R49         Guarantor Financial Information Condensed           HTML    142K 
                Consolidating Statement of Cash Flows Information                
                (Details)                                                        
66: XML         IDEA XML File -- Filing Summary                      XML    110K 
65: EXCEL       IDEA Workbook of Financial Reports                  XLSX     90K 
10: EX-101.INS  XBRL Instance -- tmus-20170630                       XML   5.76M 
12: EX-101.CAL  XBRL Calculations -- tmus-20170630_cal               XML    197K 
13: EX-101.DEF  XBRL Definitions -- tmus-20170630_def                XML    627K 
14: EX-101.LAB  XBRL Labels -- tmus-20170630_lab                     XML   1.32M 
15: EX-101.PRE  XBRL Presentations -- tmus-20170630_pre              XML    943K 
11: EX-101.SCH  XBRL Schema -- tmus-20170630                         XSD    127K 
67: ZIP         XBRL Zipped Folder -- 0001283699-17-000032-xbrl      Zip    295K

‘EX-10.1’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Exhibit  


EXHIBIT 10.1

FOURTH AMENDMENT

THIS FOURTH AMENDMENT TO THE RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (this “Amendment”), dated as of May 5, 2017, is entered into by and among T-Mobile PCS Holdings LLC, a Delaware limited liability company (“T-Mobile PCS Holdings”), and T-Mobile Airtime Funding LLC, a Delaware limited liability (the “Funding Purchaser”).
WHEREAS, T-Mobile PCS Holdings and the Funding Purchaser are parties to that certain Receivables Sale and Contribution Agreement, dated as of February 26, 2014, as amended by that certain First Amendment to the Receivables Sale and Contribution Agreement, dated as of November 28, 2014, that certain Second Amendment to the Receivables Sale and Contribution Agreement, dated as of January 9, 2015, and that certain Third Amendment to the Receivables Sale and Contribution Agreement, dated as of November 30, 2016 (collectively, the “Agreement”);
WHEREAS, the parties hereto desire to amend the Agreement in certain respects as provided herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.
Defined Terms. Capitalized terms used and not otherwise defined herein are used as defined in the Agreement.
2.
Amendment to Section 5.02. Effective as of the date hereof, Section 5.02 of the Agreement is amended and restated in its entirety to read as follows:
“Repurchases of Aged Receivables and EPS Receivables; Retransfers of Incipient Written-Off Receivables. In the event that the Funding Purchaser, pursuant to Section 5.1 of the Receivables Purchase Agreement, repurchases from the Purchaser Aged Receivables or EPS Receivables, then without further action on the part of T-Mobile PCS Holdings or the Funding Purchaser, each such Aged Receivable or EPS Receivable shall be immediately thereafter automatically repurchased by T-Mobile PCS Holdings (a) in the case of Aged Receivables (which are not EPS Receivables) at a repurchase price equal to the original Purchase Price for such Receivable (an amount equal to (i) the Outstanding Balance of such Purchased Receivable on the date of repurchase minus (ii) the Discount with respect to such Purchased Receivable) and (b) in the case of EPS Receivables at a repurchase price equal to (i) the EPS Fair Value Percentage of (ii) the Outstanding Balance of such Purchased Receivable on the date of repurchase. Such repurchase prices shall be paid by T-Mobile PCS Holdings in cash to the Funding Purchaser. In the event that the Funding Purchaser, pursuant to Section 5.1(a) of the Receivables Purchase Agreement, repurchases from the Purchaser Receivables that immediately prior to such repurchase will become Written-Off Receivables (each such Receivable, an “Incipient Written-Off Receivable”), then without further action on the part of



1


T-Mobile PCS Holdings or the Funding Purchaser, each such Incipient Written-Off Receivable shall be immediately thereafter automatically retransferred to T-Mobile PCS Holdings. All such repurchases and retransfers shall be made without recourse to, and without warranty of any kind by, the Funding Purchaser, and all representations and warranties are hereby expressly disclaimed.”
3.
Representations and Warranties. Each of the parties hereto hereby represents and warrants that this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and subject to the general principals of equity.
4.
Agreement in Full Force and Effect as Amended. Except as specifically amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and reaffirmed by the parties hereto. All references to the Agreement shall be deemed to mean the Agreement as modified hereby. The parties hereto agree to be bound by the terms and conditions of the Agreement as amended by this Amendment, as though such terms and conditions were set forth herein.
5.
Counterparts. This Amendment may be executed by different parties on any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same agreement.
6.
Further Amendment. This Amendment may not be amended or otherwise modified except as provided in the Agreement.
7.
Section Headings. The section headings in the Amendment are for reference only and shall not affect the construction of this Amendment.
8.
Governing Law; Venue; Waiver of Jury Trial. The provisions of Section 8.06, 8.12 and 8.13 of the Agreement are hereby incorporated by reference as if fully set forth herein, except that references therein to “this Agreement” shall be construed herein as references to the Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]




2


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date written above.
T-MOBILE AIRTIME FUNDING LLC, as Funding Purchaser
T-MOBILE PCS HOLDINGS LLC, as Seller
 
 
 
 
By: /s/ Dirk Wehrse            
Name: Dirk Wehrse
Title: Senior Vice President, Treasury & Treasurer
By: /s/ Dirk Wehrse            
Name: Dirk Wehrse
Title: Senior Vice President, Treasury & Treasurer




Fourth Amendment to Contribution Agreement
   



ACKNOWLEDGED AND ACCEPTED:


T-MOBILE US, INC.,
as Performance Guarantor
 
 
 
 
 
By: /s/ Dirk Wehrse
Name: Dirk Wehrse
Title: Senior Vice President, Treasury & Treasurer
 




Fourth Amendment to Contribution Agreement
   



BILLING GATE ONE LLC, as Purchaser under the Master Receivables Purchase Agreement
By: Billing Gate One Trust, as Manager
By: Wells Fargo Delaware Trust Company, National Association, solely as Trustee and not in its individual capacity
 
 
By: /s/ Sandra Battaglia
Name: Sandra Battaglia
Title: Vice President






Fourth Amendment to Contribution Agreement
   



LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as Bank Purchasing Agent and a Bank Purchaser
 
 
 
 
By: /s/ Bjoern Mollner
Name: Bjoern Mollner
Title: VP
By: /s/ Björn Reinecke
Name: Björn Reinecke
Title: Assistant Vice President




Fourth Amendment to Contribution Agreement
   



THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., DÜSSELDORF BRANCH, as Bank Collections Agent and a Bank Purchaser
 
 
 
 
By: /s/ Stephan Stamm
Name: Stephan Stamm
Title: Managing Director
By: /s/ Ed Langendam
Name: Ed Langendam
Title: Managing Director




Fourth Amendment to Contribution Agreement
   



AUTOBAHN FUNDING COMPANY LLC
as the Conduit Purchaser and as a Bank Purchaser
 
 
 
 
 
By:/s/ Alexander Ploch
Name:Alexander Ploch
Title:Vice President
By:/s/ Christian Haesslein
Name:Christian Haesslein
Title:Director


 
DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch
as the Conduit Agent
 
 
 
 
By:    /s/ Alexander Ploch    
Name: Alexander Ploch
Title: Vice President
By: /s/ Christian Haesslein
Name: Christian Haesslein
Title: Director




Fourth Amendment to Contribution Agreement
   

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:7/20/17IRANNOTICE
For Period end:6/30/17
5/5/17
11/30/168-K
1/9/15
11/28/14
2/26/148-K
 List all Filings 

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/21/21  T-Mobile US, Inc.                 S-4/A                  8:3.8M                                   Broadridge Fin’l So… Inc
 3/30/21  T-Mobile US, Inc.                 S-4                   27:17M                                    Broadridge Fin’l So… Inc
 2/23/21  T-Mobile US, Inc.                 10-K       12/31/20  147:25M
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Filing Submission 0001283699-17-000032   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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