THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of January 24, 2020 (this Amendment), is entered into by and among the following parties:
(a) SPRINT SPECTRUM L.P., as initial Servicer (the Servicer);
(b) THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS Sellers (the Sellers and together with the Servicer, the Sprint Parties);
(c) THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS CONDUIT PURCHASERS (the Conduit Purchasers);
(d) THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS COMMITTED PURCHASERS (the Committed Purchasers);
(e) THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS PURCHASER AGENTS (the Purchaser Agents);
(f) MIZUHO BANK, LTD., as Administrative Agent (in such capacity, the Administrative Agent), Lead Arranger, Structuring Agent and Collateral Agent (in such capacity, the Collateral Agent);
(g) MUFG BANK, LTD., F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. (MUFG), as Joint Lead Arranger; and
(h) SMBC NIKKO SECURITIES AMERICA, INC. (SMBCSI), as Joint Lead Arranger.
Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Receivables Purchase Agreement (as defined below).
WHEREAS, the Sellers, the Servicer, the Conduit Purchasers, the Committed Purchasers, the Purchaser Agents, the Collateral Agent, the Administrative Agent, MUFG and SMBCSI entered into that certain Third Amended and Restated Receivables Purchase Agreement, dated as of June 29, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the Receivables Purchase Agreement);
WHEREAS, concurrently herewith, a Joinder, Assignment and Assumption Agreement and Amendment dated as of the date hereof (the Joinder) is being executed by each of the parties thereto whereby Barclays Bank PLC will be assigned a portion of the rights and obligations of certain Committed Purchasers and Conduit Purchasers and will become a Committed Purchaser and Purchaser Agent under the Receivables Purchase Agreement;