Sprint - Nextel 2015 Annual Report Download - page 312

Exhibit 10.13
ExecutionCopy
AMENDED AND RESTATED PERFORMANCE SUPPORT AGREEMENT (TRANCHE 1)
THIS AMENDED AND RESTATED PERFORMANCE SUPPORT AGREEMENT (TRANCHE 1) dated as of April 28, 2016
and effective as of the Amendment Closing Date (this “ Agreement ” ), is between SPRINT CORPORATION, a Delaware
corporation ( “ Performance Support Provider ”) and MOBILE LEASING SOLUTIONS, LLC, a Delaware limited liability
company, acting for itself and on behalf of Series 1 thereof (“ Performance Beneficiary ” ).
WHEREAS, Performance Support Provider and Mobile Leasing Solutions are parties to the Performance Support
Agreement, dated as of November 19, 2015 and effective as of the Lease Closing Date (as amended, supplemented or otherwise
modified from time to time prior to the date hereof, the “ Original Performance Support Agreement ”);
WHEREAS, it is the intent of the parties hereto that this Agreement amend and restate in its entirety the Original
Performance Support Agreement;
WHEREAS, pursuant to that certain Amended and Restated First Step Transfer Agreement (Tranche 1) dated as of the date
hereof and effective as of the Amendment Closing Date (as amended, supplemented or otherwise modified from time to time, the “
First Step Transfer Agreement ”), among the Originators, as transferors, and the Lessees, as transferees, and Servicer, on the Lease
Closing Date the Originators contributed and from time to time the Originators will contribute Devices and related Customer Leases
to the Lessees as further described in the First Step Transfer Agreement;
WHEREAS, pursuant to that certain Amended and Restated Second Step Transfer Agreement (Tranche 1) dated as of the
date hereof and effective as of the Amendment Closing Date (as amended, supplemented or otherwise modified from time to time,
the “ Second Step Transfer Agreement ”), among the Lessees, as sellers, and Performance Beneficiary, as buyer, (i) on the Lease
Closing Date the Lessees sold and from time to time the Lessees will sell Devices and the Customer Lease-End Rights and
Obligations (as defined in the Second Step Transfer Agreement) under the related Customer Leases to Performance Beneficiary as
further described in the Second Step Transfer Agreement and (ii) the Performance Beneficiary has agreed to pay to the Lessees the
Purchase Price (as defined in the Second Step Transfer Agreement), all as further described in the Second Step Transfer Agreement;
WHEREAS, pursuant to that certain Amended and Restated Master Lease Agreement (Tranche 1), dated as of the date hereof
and effective as of the Amendment Closing Date (as amended, supplemented or otherwise modified from time to time, the “ Master
Lease Agreement ”; capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the
Master Lease Agreement), by and among the Lessees, Servicer, Performance Beneficiary and Collateral Agent, as supplemented by
each Device Lease Schedule (the Master Lease Agreement, together with each Device Lease Schedule agreed as of the Lease
Closing Date by the Lessees and Performance Beneficiary and, if applicable, amended pursuant to Section 2.14 of the Master Lease
Agreement, collectively, the “ Device Leases ” and, each, a