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T-Mobile US, Inc. – ‘10-K’ for 12/31/14 – ‘EX-10.55’

On: Wednesday, 2/18/15, at 9:30pm ET · As of: 2/19/15 · For: 12/31/14 · Accession #: 1283699-15-10 · File #: 1-33409

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

 2/19/15  T-Mobile US, Inc.                 10-K       12/31/14  118:27M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Tmus Form 10-K                                      HTML   1.50M 
 2: EX-10.43    Tmus Exhibit 10.43                                  HTML     87K 
 3: EX-10.44    Tmus Exhibit 10.44                                  HTML     80K 
 4: EX-10.54    Tmus Exhibit 10.54                                  HTML    116K 
 5: EX-10.55    Tmus Exhibit 10.55                                  HTML     70K 
 6: EX-10.56    Tmus Exhibit 10.56                                  HTML     60K 
 7: EX-10.57    Tmus Exhibit 10.57                                  HTML    247K 
 9: EX-21.1     Tmus Exhibit 21.1                                   HTML     43K 
10: EX-23.1     Tmus Exhibit 23.1                                   HTML     33K 
 8: EX-12.1     Tmus Exhibit 12.1                                   HTML     50K 
11: EX-31.1     Tmus Exhibit 31.1                                   HTML     41K 
12: EX-31.2     Tmus Exhibit 31.2                                   HTML     41K 
13: EX-32.1     Tmus Exhibit 32.1                                   HTML     35K 
14: EX-32.2     Tmus Exhibit 32.2                                   HTML     35K 
81: R1          Document and Entity Information                     HTML     64K 
65: R2          Consolidated Balance Sheets                         HTML    175K 
77: R3          Consolidated Balance Sheets (Parenthetical)         HTML     58K 
85: R4          Consolidated Statements of Comprehensive Income     HTML    161K 
                (Loss)                                                           
107: R5          Consolidated Statements of Comprehensive Income     HTML     43K  
                (Loss) (Parenthetical)                                           
67: R6          Consolidated Statements of Cash Flows               HTML    193K 
76: R7          Consolidated Statements of Stockholders' Equity     HTML    127K 
59: R8          Summary of Significant Accounting Policies          HTML     93K 
49: R9          Business Combination with MetroPCS                  HTML    132K 
109: R10         Equipment Installment Plan Receivables              HTML     88K  
87: R11         Factoring Arrangement                               HTML     50K 
86: R12         Property and Equipment                              HTML     79K 
93: R13         Goodwill, Spectrum Licenses and Intangible Assets   HTML    107K 
94: R14         Fair Value Measurements and Derivative Instruments  HTML     87K 
91: R15         Debt                                                HTML    101K 
95: R16         Tower Transaction and Related Long-Term Financial   HTML     51K 
                Obligation                                                       
78: R17         Employee Compensation and Benefit Plans             HTML     74K 
82: R18         Income Taxes                                        HTML    150K 
89: R19         Earnings (Loss) Per Share                           HTML     61K 
118: R20         Commitments and Contingencies                       HTML     75K  
103: R21         Additional Financial Information                    HTML    188K  
72: R22         Guarantor Financial Information                     HTML    981K 
88: R23         Subsequent Events                                   HTML     37K 
74: R24         Quarterly Financial Information (Unaudited)         HTML    126K 
40: R25         Summary of Significant Accounting Policies          HTML    179K 
                (Policies)                                                       
104: R26         Business Combination with MetroPCS (Tables)         HTML    115K  
113: R27         Equipment Installment Plan Receivables (Tables)     HTML     90K  
54: R28         Property and Equipment (Tables)                     HTML     72K 
53: R29         Goodwill, Spectrum Licenses and Intangible Assets   HTML     93K 
                (Tables)                                                         
57: R30         Fair Value Measurements and Derivative Instruments  HTML     82K 
                (Tables)                                                         
58: R31         Debt (Tables)                                       HTML     93K 
60: R32         Tower Transaction and Related Long-Term Financial   HTML     42K 
                Obligation (Tables)                                              
29: R33         Employee Compensation and Benefit Plans (Tables)    HTML     65K 
101: R34         Income Taxes (Tables)                               HTML    149K  
70: R35         Earnings (Loss) Per Share (Tables)                  HTML     56K 
73: R36         Commitments and Contingencies (Tables)              HTML     63K 
44: R37         Additional Financial Information (Tables)           HTML    205K 
117: R38         Guarantor Financial Information (Tables)            HTML    975K  
21: R39         Quarterly Financial Information (Unaudited)         HTML    124K 
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62: R40         Summary of Significant Accounting Policies          HTML     48K 
                (Details)                                                        
106: R41         Business Combination with MetroPCS (Transaction     HTML     49K  
                Overview) (Details)                                              
42: R42         Business Combination with MetroPCS (Debt            HTML     51K 
                Recapitalization) (Details)                                      
52: R43         Business Combination with MetroPCS (Reverse Stock   HTML     48K 
                Split) (Details)                                                 
56: R44         Business Combination with MetroPCS (Consideration   HTML     56K 
                Transferred) (Details)                                           
66: R45         Business Combination with MetroPCS (Preliminary     HTML    100K 
                Purchase Price Allocation) (Details)                             
28: R46         Business Combination with MetroPCS (Cost of         HTML     96K 
                MetroPCS Business Combination) (Details)                         
48: R47         Business Combination with MetroPCS (Consolidated    HTML     39K 
                Statements of Comprehensive Income (Loss) for                    
                MetroPCS Operations) (Details)                                   
23: R48         Business Combination with MetroPCS (Proforma        HTML     67K 
                Financial Information) (Details)                                 
105: R49         Equipment Installment Plan Receivables (EIP         HTML     63K  
                Receivables) (Details)                                           
41: R50         Equipment Installment Plan Receivables (Gross       HTML     72K 
                Receivables by Credit Category) (Details)                        
102: R51         Equipment Installment Plan Receivables              HTML     54K  
                (Unamortized Imputed Discount and Allowance for                  
                Credit Losses) (Details)                                         
45: R52         Factoring Arrangement (Details)                     HTML     62K 
63: R53         Property and Equipment (Details)                    HTML     81K 
22: R54         Property and Equipment (Asset Retirement            HTML     57K 
                Obligation) (Details)                                            
26: R55         Goodwill, Spectrum Licenses and Intangible Assets   HTML     62K 
                (Goodwill) (Details)                                             
55: R56         Goodwill, Spectrum Licenses and Intangible Assets   HTML     79K 
                (Spectrum Licenses) (Details)                                    
33: R57         Goodwill, Spectrum Licenses and Intangible Assets   HTML     86K 
                (Other Intangibles Assets) (Details)                             
110: R58         Fair Value Measurements and Derivative Instruments  HTML     48K  
                (Narrative) (Details)                                            
69: R59         Fair Value Measurements and Derivative Instruments  HTML     62K 
                (Fair Value of Financial Instruments by Level)                   
                (Details)                                                        
92: R60         Fair Value Measurements and Derivative Instruments  HTML     52K 
                (Gains (Losses) of Derivative Instruments)                       
                (Details)                                                        
47: R61         Fair Value Measurements and Derivative Instruments  HTML     47K 
                (Fair Value of Long-term Debt) (Details)                         
50: R62         Debt (Narrative) (Details)                          HTML     48K 
99: R63         Debt (Long-term debt) (Details)                     HTML    140K 
96: R64         Debt (Capital Leases) (Details)                     HTML     55K 
71: R65         Debt (Financing Arrangements) (Details)             HTML     52K 
98: R66         Debt (Lines and Letters of Credit) (Details)        HTML     52K 
46: R67         Tower Transaction and Related Long-Term Financial   HTML     70K 
                Obligation (Narrative) (Details)                                 
75: R68         Tower Transaction and Related Long-Term Financial   HTML     52K 
                Obligation (Future Minimum Payments) (Details)                   
112: R69         Employee Compensation and Benefit Plans (Stock      HTML    100K  
                Awards) (Details)                                                
25: R70         Employee Compensation and Benefit Plans (Stock      HTML     81K 
                Options) (Details)                                               
39: R71         Employee Compensation and Benefit Plans (Employee   HTML     56K 
                Retirement Savings and Compensation Plans))                      
                (Details)                                                        
64: R72         Income Taxes (Income Tax Domestic and Foreign)      HTML     43K 
                (Details)                                                        
31: R73         Income Taxes (Components of Income Tax Expense)     HTML     73K 
                (Details)                                                        
116: R74         Income Taxes (Effective Income Tax Rate             HTML     74K  
                Reconciliation) (Details)                                        
43: R75         Income Taxes (Deferred Tax Assets and Liabilities)  HTML     91K 
                (Details)                                                        
34: R76         Income Taxes (Operating Loss Carryforwards)         HTML     62K 
                (Details)                                                        
38: R77         Income Taxes (Unrecognized Tax Benefits) (Details)  HTML     49K 
27: R78         Earnings (Loss) Per Share (Details)                 HTML     91K 
30: R79         Commitments and Contingencies (Operating Leases)    HTML     81K 
                (Details)                                                        
83: R80         Commitments and Contingencies (Other Commitments)   HTML     59K 
                (Details)                                                        
36: R81         Commitments and Contingencies (Contingencies and    HTML     42K 
                Litigation) (Details)                                            
111: R82         Additional Financial Information (Imputed Discount  HTML     91K  
                and Allowances) (Details)                                        
61: R83         Additional Financial Information (Accounts Payable  HTML     73K 
                and Accrued Liabilities) (Details)                               
90: R84         Additional Financial Information                    HTML     81K 
                (Reclassifications from Accumulated Other                        
                Comprehensive Income (Loss)) (Details)                           
97: R85         Additional Financial Information (Related Party     HTML     43K 
                Transactions) (Details)                                          
35: R86         Additional Financial Information (Restructuring     HTML     54K 
                Charges) (Details)                                               
37: R87         Additional Financial Information (Supplemental      HTML     76K 
                Statements of Cash Flows Information) (Details)                  
108: R88         Additional Financial Information (Supplemental      HTML     63K  
                Statements of Stockholders' Equity Information)                  
                (Details)                                                        
32: R89         Guarantor Financial Information (Narrative)         HTML     59K 
                (Details)                                                        
84: R90         Guarantor Financial Information (Condensed          HTML    356K 
                Consolidating Balance Sheet Information) (Details)               
80: R91         Guarantor Financial Information (Condensed          HTML    352K 
                Consolidating Statement of Comprehensive Income                  
                (Loss) Information) (Details)                                    
100: R92         Guarantor Financial Information (Condensed          HTML    302K  
                Consolidating Statement of Cash Flows Information)               
                (Details)                                                        
79: R93         Subsequent Events (Details)                         HTML     41K 
68: R94         Quarterly Financial Information (Unaudited)         HTML     92K 
                (Details)                                                        
115: XML         IDEA XML File -- Filing Summary                      XML    180K  
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‘EX-10.55’ — Tmus Exhibit 10.55

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

<! C: C:

TMUS 12/31/2014 EX 10.55

Exhibit 10.55

EXECUTION COPY

JOINDER AND FIRST AMENDMENT

THIS JOINDER AND FIRST AMENDMENT TO THE RECEIVABLES SALE AND CONVEYANCING AGREEMENT (this “Amendment”), dated as of November 28, 2014, is entered into by and among:


1.	Powertel/Memphis, Inc., a Delaware corporation;


2.	Triton PCS Holdings Company L.L.C., a Delaware limited liability company (collectively, the “Joining Sellers”);


3.	T-Mobile West LLC, a Delaware limited liability company;


4.	T-Mobile Central LLC, a Delaware limited liability company;


5.	T-Mobile Northeast LLC, a Delaware limited liability company;


6.	T-Mobile South LLC, a Delaware limited liability company (collectively, the “Original Sellers”); and


7.	T-Mobile PCS Holdings LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Original Sellers and the Purchaser are parties to that certain Receivables Sale and Conveyancing Agreement, dated as of February 26, 2014 (as amended, restated, or supplemented from time to time, the “Agreement”);

WHEREAS, the parties hereto desire for the Joining Sellers to become “Sellers” under, and as such term is defined in, the Agreement and otherwise 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. Joinder. Effective as of the date hereof, each of the Joining Sellers hereby irrevocably, absolutely and unconditionally shall become a party to the Agreement as a Seller and agrees to be bound by all the terms, conditions, covenants, obligations, liabilities and undertakings of each Seller or to which each Seller is subject thereunder, all with the same force and effect as if such Joining Seller were a signatory to the Agreement, but effective as of the date hereof.

3. Amendment to Section 1.02. Effective as of the date hereof, the following definitions shall be added to Section 1.02 of the Agreement in the appropriate alphabetical order:

“Designated November 2014 Receivable” means a receivable originated by either of the November 2014 Joining Sellers in November 2014 on or before the Amendment Effective Date.

NY-1146206 v7

“November 2014 Joining Sellers” means, collectively: Powertel/Memphis, Inc., a Delaware corporation; and Triton PCS Holdings Company L.L.C., a Delaware limited liability company; and “November 2014 Joining Seller” shall mean each of them.

“Original Sellers” shall mean, collectively, T-Mobile Central LLC, a Delaware limited liability company; T-Mobile Northeast LLC, a Delaware limited liability company; T-Mobile South LLC, a Delaware limited liability company; and T-Mobile West LLC, a Delaware limited liability company; and “Original Seller” shall mean each of them.

“Sellers” shall mean, collectively and notwithstanding the definition of “Seller” and “Sellers” set forth in the preamble to this Agreement, the Original Sellers and the November 2014 Joining Sellers, and “Seller” shall mean each of the Original Sellers and each of the November 2014 Joining Sellers.

4. Amendment to Section 2.01(a). Effective as of the date hereof, Section 2.01(a) of the Agreement shall be divided into four clauses and amended and restated in its entirety to read as follows:

(i) Subject to the terms and conditions set forth in this Agreement, each Original Seller on the Closing Date and each Business Day may, with respect to Receivables that are not Eligible Receivables, and will, with respect to all Eligible Receivables, sell, transfer, assign, set-over and otherwise convey and the Purchaser shall purchase all of the Original Sellers’ right, title and interest in and to such Receivables not previously sold to the Purchaser, and all associated Related Rights (including all Collections associated with the foregoing) with respect thereto.

(ii) Subject to the terms and conditions set forth in this Agreement, each November 2014 Joining Seller will, on the Amendment Effective Date, with respect to Designated November 2014 Receivables that are Eligible Receivables, sell, transfer, assign, set-over and otherwise convey and the Purchaser shall purchase all of the November 2014 Joining Sellers’ right, title and interest in and to such Receivables, and all associated Related Rights (including all Collections associated with the foregoing) with respect thereto; and, in connection with the foregoing, the parties hereto, for all purposes, shall account for each Designated November 2014 Receivable as if it had been sold by the applicable November 2014 Joining Seller on the date it was originated.

(iii) Subject to the terms and conditions set forth in this Agreement, each November 2014 Joining Seller on each Business Day after the Amendment Effective Date may, with respect to newly created Receivables originated after the Amendment Effective Date that are not Eligible Receivables, and will, with respect to all newly created

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Receivables originated after the Amendment Effective Date that are Eligible Receivables, sell, transfer, assign, set-over and otherwise convey and the Purchaser shall purchase all of the November 2014 Joining Sellers’ right, title and interest in and to such Receivables not previously sold to the Purchaser, and all associated Related Rights (including all Collections associated with the foregoing) with respect thereto.

(iv) Each such sale, transfer, assignment, set-over and conveyance pursuant to clauses (i), (ii) and (iii) above shall be executed without recourse (other than as expressly provided herein).

5. Amendment as to Anti-Corruption and Sanctions. Effective as of the date hereof, the following text shall be inserted in the Agreement as new Article 7:

ARTICLE 7

ANTI-CORRUPTION; SANCTIONS

Section 7.01 Definitions. In this Article 7:

“Anti-Corruption Laws” means all United States laws, rules, and regulations applicable to any Seller or its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, and any economic sanctions regulations administered and enforced by OFAC or the U.S. Department of State.

“OFAC” means the Office of Foreign Assets Control of the United States Department of Treasury.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions, including, without limitation, as of the Amendment Effective Date, Cuba, Burma (Myanmar), Iran, North Korea, Sudan and Syria.

“Sanctioned Person” means, at any time, any Person currently the subject or the target of any Sanctions, including any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State.

“Sanctions” means economic, financial or other sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State.

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7.02 Representation of Sellers. Each Seller hereby represents and warrants to the Purchaser that, as of the Amendment Effective Date and each Purchase Date thereafter:

(a) policies and procedures have been implemented and maintained by such Seller or on its behalf that are designed to achieve compliance by it and its Subsidiaries, directors, officers, and employees with Anti-Corruption Laws and applicable Sanctions, and each Seller, its Subsidiaries and their respective officers and employees and, to the best knowledge of such Seller, its Affiliates, officers, employees, and directors acting in any capacity in connection with or directly benefiting from the purchase facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions, in each case in all material respects;

(b) no Seller nor any of its Subsidiaries or, to the knowledge of such Seller, any of its Affiliates, directors, officers, or employees, that will act in any capacity in connection with or directly benefit from the purchase facility established hereby, is a Sanctioned Person; and

7.03 Affirmative Covenant of Sellers. Policies and procedures shall be maintained and enforced by or on behalf of each Seller that are designed in good faith and in a commercially reasonable manner to promote and achieve compliance, in its reasonable judgment, by it and each of its Subsidiaries and their respective directors, officers, and employees with Anti-Corruption Laws and applicable Sanctions. No proceeds of the sale of any Purchased Receivable by the Seller shall be used in a manner that causes it to violate Anti-Corruption Laws or results in the violation of any Sanctions that are applicable to it.

7.04 Negative Covenant of Sellers. Each Seller shall not use, and shall cause its Subsidiaries and its and their respective directors, officers and employees not to use, the proceeds of the sale of any Purchased Receivable (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (B) for the purpose of funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each

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case to the extent that doing so would result in the violation of any Sanctions that are applicable to such Seller.

6. True Sale; Grant of Security Interest. Without limiting the generality of the foregoing, the parties hereto intend and agree that any conveyance by a Joining Seller under the Agreement is intended to be a sale, assignment, conveyance, set over and transfer of ownership of the related Receivables and Related Rights so that such Receivables and Related Rights shall not be part of such Joining Seller’s estate in the event of the filing of a bankruptcy petition by or against such Joining Seller under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, a conveyance contemplated hereby is determined not to be a sale and conveyance of ownership, each Joining Seller hereby grants to the Purchaser a perfected first priority security interest in such Joining Seller’s right, title and interest in and to (a) such Receivables, (b) Related Rights, and (c) all income from and proceeds of the foregoing, collectively, and the Agreement shall constitute a security agreement under applicable law, securing such Joining Seller’s obligations thereunder. If such conveyance is deemed to be the mere granting of a security interest to secure a borrowing, the Purchaser may, to secure the Purchaser’s own borrowing under the Contribution Agreement (to the extent that a transfer of the Receivables, the Related Rights, and all income from and proceeds of the foregoing to T-Mobile Airtime Funding is deemed to be a mere granting of a security interest to secure a borrowing) repledge and reassign to T-Mobile Airtime Funding (i) all or a portion of the Receivables, pledged to the Purchaser and not released from the security interest of the Agreement at the time of such pledge and assignment, (ii) the other Related Rights, and (iii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by the Sellers of their rights under the Agreement, and without further notice to or acknowledgment from the applicable Joining Seller. Such Joining Seller waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Purchaser or any assignee of the Purchaser relating to such action by the Purchaser in connection with the transactions contemplated by the Contribution Agreement, the Receivables Purchase Agreement and the other Transaction Documents.

7. Affirmations. Each Joining Seller hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Sellers contained in the Agreement. For the avoidance of doubt, the term “Transaction Documents,” as used in Section 3.01 of the Agreement, shall include this Amendment.

8. 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.

9. 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

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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.

10. 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.

11. Further Amendment. This Amendment may not be amended or otherwise modified except as provided in the Agreement.

12. Section Headings. The section headings in this Amendment are for reference only and shall not affect the construction of this Amendment.

13. Governing Law; Venue; Waiver of Jury Trial. The provisions of Section 6.06, 6.12 and 6.13 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]

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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 PCS HOLDINGS LLC, as the Purchaser By: /s/ *J. Braxton Carter* Name: J. Braxton Carter Title: Executive Vice President & Chief Financial Officer	T-MOBILE WEST LLC, as an Original Seller By: /s/ *J. Braxton Carter* Name: J. Braxton Carter Title: Executive Vice President & Chief Financial Officer
T-MOBILE CENTRAL LLC, as an Original Seller By: /s/ *J. Braxton Carter* Name: J. Braxton Carter Title: Executive Vice President & Chief Financial Officer	T-MOBILE NORTHEAST LLC, as an Original Seller By: /s/ *J. Braxton Carter* Name: J. Braxton Carter Title: Executive Vice President & Chief Financial Officer
T-MOBILE SOUTH LLC, as an Original Seller By: /s/ *J. Braxton Carter* Name: J. Braxton Carter Title: Executive Vice President & Chief Financial Officer	POWERTEL/MEMPHIS, INC., as a Joining Seller By: /s/ *J. Braxton Carter* Name: J. Braxton Carter Title: Executive Vice President & Chief Financial Officer
TRITON PCS HOLDINGS COMPANY L.L.C., as a Joining Seller By: /s/ *J. Braxton Carter* Name: J. Braxton Carter Title: Executive Vice President & Chief Financial Officer

Joinder and First Amendment to Conveyancing Agreement

ACKNOWLEDGED AND ACCEPTED:



T-MOBILE US, INC., as Performance Guarantor By: /s/ *J. Braxton Carter* Name: J. Braxton Carter Title: Executive Vice President & Chief Financial Officer	T-MOBILE AIRTIME FUNDING LLC, as Funding Purchaser and Funding Seller By: /s/ *J. Braxton Carter* Name: J. Braxton Carter Title: Executive Vice President & Chief Financial Officer

Joinder and First Amendment to Conveyancing 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

Joinder and First Amendment to Conveyancing 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: Authorized Signatory

Joinder and First Amendment to Conveyancing Agreement



THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., DÜSSELDORF BRANCH, as a Bank Purchaser
By: /s/ *M. Escott* Name: M. Escott Title: Head of Securitization	By: /s/ *Tsuyoshi Yamoto* Name: Tsuyoshi Yamoto Title: Director

Joinder and First Amendment to Conveyancing Agreement

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed as of:	2/19/15	4, 8-K, IRANNOTICE, POSASR, S-8
Filed on:	2/18/15	8-K
For Period end:	12/31/14
	11/28/14
	2/26/14	8-K
		List all Filings

6 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
 6/23/15  SEC                               UPLOAD¶    10/21/17    1:36K  T-Mobile US, Inc.
 5/15/15  SEC                               UPLOAD¶    10/21/17    1:136K T-Mobile US, Inc.
 4/30/15  SEC                               UPLOAD¶    10/21/17    1:164K T-Mobile US, Inc.

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Filing Submission 0001283699-15-000010 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

T-Mobile US, Inc. – ‘10-K’ for 12/31/14 – ‘EX-10.55’

On: Wednesday, 2/18/15, at 9:30pm ET · As of: 2/19/15 · For: 12/31/14 · Accession #: 1283699-15-10 · File #: 1-33409

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

‘EX-10.55’ — Tmus Exhibit 10.55

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

Dates Referenced Herein and Documents Incorporated by Reference

6 Subsequent Filings that Reference this Filing

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