SEC Info - T-Mobile US, Inc. - ‘10-Q’ for 3/31/15

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T-Mobile US, Inc. – ‘10-Q’ for 3/31/15 – ‘EX-10.6’

On: Tuesday, 4/28/15, at 7:43am ET · For: 3/31/15 · Accession #: 1283699-15-18 · File #: 1-33409

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

 4/28/15  T-Mobile US, Inc.                 10-Q        3/31/15   54:11M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Tmus Form 10-Q                                      HTML    555K 
 2: EX-10.3     Tmus Exhibit 10.3                                   HTML     32K 
 3: EX-10.4     Tmus Exhibit 10.4                                   HTML     66K 
 4: EX-10.5     Tmus Exhibit 10.5                                   HTML     87K 
 5: EX-10.6     Tmus Exhibit 10.6                                   HTML     45K 
 6: EX-31.1     Tmus Exhibit 31.1                                   HTML     25K 
 7: EX-31.2     Tmus Exhibit 31.2                                   HTML     25K 
 8: EX-32.1     Tmus Exhibit 32.1                                   HTML     19K 
 9: EX-32.2     Tmus Exhibit 32.2                                   HTML     19K 
36: R1          Document and Entity Information                     HTML     39K 
28: R2          Condensed Consolidated Balance Sheets               HTML    159K 
34: R3          Consolidated Balance Sheets (Parenthetical)         HTML     49K 
38: R4          Condensed Consolidated Statements of Comprehensive  HTML    125K 
                Income (Loss)                                                    
50: R5          Consolidated Statements of Comprehensive Income     HTML     19K 
                (Loss) (Parenthetical)                                           
29: R6          Condensed Consolidated Statements of Cash Flows     HTML     58K 
33: R7          Basis of Presentation                               HTML     26K 
26: R8          Significant Transactions                            HTML     23K 
20: R9          Equipment Installment Plan Receivables              HTML     69K 
51: R10         Factoring Arrangement                               HTML     42K 
40: R11         Fair Value Measurements                             HTML     36K 
39: R12         Loss Per Share                                      HTML     41K 
44: R13         Commitments and Contingencies                       HTML     26K 
45: R14         Additional Financial Information                    HTML     42K 
43: R15         Guarantor Financial Information                     HTML    701K 
46: R16         Basis of Presentation (Policies)                    HTML     33K 
35: R17         Equipment Installment Plan Receivables (Tables)     HTML     70K 
37: R18         Factoring Arrangement Factoring Arrangement         HTML     28K 
                (Tables)                                                         
42: R19         Fair Value Measurements (Tables)                    HTML     29K 
54: R20         Loss Per Share (Tables)                             HTML     36K 
48: R21         Additional Financial Information (Tables)           HTML     41K 
31: R22         Guarantor Financial Information (Tables)            HTML    700K 
41: R23         Significant Transactions (Details)                  HTML     26K 
32: R24         Equipment Installment Plan Receivables (EIP         HTML     49K 
                Receivables) (Details)                                           
19: R25         Equipment Installment Plan Receivables (Gross       HTML     56K 
                Receivables by Credit Category) (Details)                        
49: R26         Equipment Installment Plan Receivables              HTML     40K 
                (Unamortized Imputed Discount and Allowance for                  
                Credit Losses) (Details)                                         
52: R27         Factoring Arrangement (Details)                     HTML     50K 
23: R28         Fair Value Measurements (Fair Value of Long-term    HTML     31K 
                Debt) (Details)                                                  
22: R29         Loss Per Share (Details)                            HTML     63K 
24: R30         Commitments and Contingencies (Guarantee            HTML     23K 
                Liabilities) (Details)                                           
25: R31         Additional Financial Information (Network           HTML     45K 
                Decommissioning Costs) (Details)                                 
27: R32         Additional Financial Information (Supplemental      HTML     33K 
                Statements of Cash Flows Information) (Details)                  
17: R33         Guarantor Financial Information (Condensed          HTML    351K 
                Consolidating Balance Sheet Information) (Details)               
47: R34         Guarantor Financial Information (Condensed          HTML    226K 
                Consolidating Statement of Comprehensive Income                  
                (Loss) Information) (Details)                                    
30: R35         Guarantor Financial Information (Condensed          HTML    144K 
                Consolidating Statement of Cash Flows Information)               
                (Details)                                                        
53: XML         IDEA XML File -- Filing Summary                      XML     71K 
16: EXCEL       IDEA Workbook of Financial Reports                  XLSX    191K 
21: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.02M 
10: EX-101.INS  XBRL Instance -- tmus-20150331                       XML   2.71M 
12: EX-101.CAL  XBRL Calculations -- tmus-20150331_cal               XML    137K 
13: EX-101.DEF  XBRL Definitions -- tmus-20150331_def                XML    461K 
14: EX-101.LAB  XBRL Labels -- tmus-20150331_lab                     XML    807K 
15: EX-101.PRE  XBRL Presentations -- tmus-20150331_pre              XML    559K 
11: EX-101.SCH  XBRL Schema -- tmus-20150331                         XSD     82K 
18: ZIP         XBRL Zipped Folder -- 0001283699-15-000018-xbrl      Zip    160K

‘EX-10.6’ — Tmus Exhibit 10.6

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

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TMUS 03/31/2015 EX 10.6

Exhibit 10.6

EXECUTION VERSION

SECOND AMENDMENT

THIS SECOND AMENDMENT TO THE RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (this “Amendment”), dated as of January 9, 2015, 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 (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 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 SunCom Receivable” means a receivable originated by the January 2015 Joining Originator in November 2014, December 2014, or January 2015 on or before the January 2015 Amendment Effective Date.

“January 2015 Joining Originator” means the January 2015 Joining Seller, as such term is defined in the Conveyancing Agreement.

“Joinder and First Amendment” has the meaning set forth in the Conveyancing Agreement.

“November 2014 Joining Seller” has the meaning set forth in the Conveyancing Agreement

3.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 and other than with respect to the sales, transfers, assignments, set-overs and conveyances contemplated by clauses (ii) and (iii) below, T-Mobile PCS Holdings on the Closing Date and each Business Day thereafter shall sell, transfer, assign, set-over

and otherwise convey, and the Funding Purchaser shall purchase or accept as a capital contribution, as set forth in Section 2.01(c), all of T-Mobile PCS Holdings’ right, title and interest in and to the Eligible Receivables purchased from the Originators and not previously sold to the Funding Purchaser, and all associated Related Rights (including all Collections associated with the foregoing).

(ii) Notwithstanding the foregoing clause (i), subject to the terms and conditions set forth in this Agreement, on the Amendment Effective Date, T-Mobile PCS Holdings shall, with respect to Designated November 2014 Receivables that are Eligible Receivables, sell, transfer, assign, set-over and otherwise convey, and the Funding Purchaser shall purchase or accept as a capital contribution, as set forth in Section 2.01(c), all of T-Mobile PCS Holdings’ right, title and interest in and to such Designated November 2014 Receivables that are Eligible Receivables, and all associated Related Rights (including all Collections associated 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 Originator (and further conveyed or contributed to the Funding Seller pursuant to the Agreement) on the date it was originated.

(iii) Notwithstanding the foregoing clauses (i) and (ii), subject to the terms and conditions set forth in this Agreement, T-Mobile PCS Holdings and the Funding Purchaser confirm and ratify, and T-Mobile PCS Holdings represents and warrants to the Funding Purchaser for the benefit of the Purchasing Entities, that T-Mobile PCS Holdings has previously sold, transferred, assigned, set-over, otherwise conveyed or made a capital contribution, as set forth in Section 2.01(c), to the Funding Purchaser and the Funding Purchaser has purchased or accepted as a capital contribution, as set forth in Section 2.01(c), all of T-Mobile PCS Holdings’ right, title and interest in and to each Designated SunCom Receivable that would have been an Eligible Receivable if the January 2015 Joining Originator would have been a November 2014 Joining Seller under the Joinder and First Amendment, 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 such Designated SunCom Receivable as if it had been sold by the January 2015 Joining Originator (and further conveyed or contributed to the Funding Seller pursuant to the Agreement) on the date it was originated.

(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). Immediately prior to the sales contemplated hereunder, T-Mobile PCS Holdings will acquire the Receivables from the Originators pursuant to the terms of the Conveyancing Agreement.

4.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.

5.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.

6.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.

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

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

9.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]

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:Vice President, Treasury, & Treasurer		By:/s/ *Dirk Wehrse* Name:Dirk Wehrse Title:Vice President, Treasury, & Treasurer