Exhibit 4.15

   

  

  EXECUTION VERSION

   

  FORTY-NINTH SUPPLEMENTAL INDENTURE

   

  FORTY-NINTH SUPPLEMENTAL INDENTURE (this “Forty-Ninth Supplemental Indenture”),










      dated as of March 30, 2021, among T-Mobile USA, Inc. (the “Company”), the entities listed on Schedule I hereto (the “New Guarantors”), the existing guarantors signatory hereto (the “Existing Guarantors”) and Deutsche Bank
      Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).

   

  WITNESSETH:

   

  WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of April 28,
    2013 (the “Base Indenture”) as amended and supplemented with respect to the Company’s (a) 6.000% Senior Notes due 2023 pursuant to the Seventeenth Supplemental Indenture dated as of September 5, 2014, (b) 6.000%
    Senior Notes due 2024 pursuant to the Twenty-First Supplemental Indenture dated as of November 5, 2015, (c) 4.000% Senior Notes due 2022 pursuant to the Twenty-Third Supplemental Indenture dated as of March 16, 2017, (d) 5.125% Senior Notes due 2025
    pursuant to the Twenty-Fourth Supplemental Indenture dated as of March 16, 2017, (e) 5.375% Senior Notes due 2027 pursuant to the Twenty-Fifth Supplemental Indenture dated as of March 16, 2017, (f) 4.000% Senior Notes due 2022 pursuant to the
    Twenty-Sixth Supplemental Indenture dated as of April 27, 2017, (g) 5.375% Senior Notes due 2027-1 pursuant to the Twenty-Eighth Supplemental Indenture dated as of April 28, 2017, (h) 4.500% Senior Notes due 2026 pursuant to the Thirty-Second
    Supplemental Indenture dated as of January 25, 2018, (i) 4.750% Senior Notes due 2028 pursuant to the Thirty-Third Supplemental Indenture dated as of January 25, 2018, (j) 4.500% Senior Notes due 2026-1 pursuant to the Thirty-Fifth Supplemental
    Indenture dated as of April 30, 2018, (k) 4.750% Senior Notes due 2028-1 pursuant to the Thirty-Sixth Supplemental Indenture dated as of April 30, 2018, (l) 2.250% Senior Notes due 2026 pursuant to the Forty-Third Supplemental Indenture dated as of
    January 14, 2021, (m) 2.625% Senior Notes due 2029 pursuant to the Forty-Fourth Supplemental Indenture dated as of January 14, 2021, (n) 2.875% Senior Notes due 2031 pursuant to the Forty-Fifth Supplemental Indenture dated as of January 14, 2021, (o)
    2.625% Senior Notes due 2026 pursuant to the Forty-Sixth Supplemental Indenture dated as of March 23, 2021, (p) 3.375% Senior Notes due 2029 pursuant to the Forty-Seventh Supplemental Indenture dated as of March 23, 2021 and (q) 3.500% Senior Notes due
    2031 pursuant to the Forty-Eighth Supplemental Indenture dated as of March 23, 2021, and as amended and supplemented by the Eleventh Supplemental Indenture dated as of May 1, 2013, the Sixteenth Supplemental Indenture dated as of August 11, 2014, the
    Nineteenth Supplemental Indenture dated as of September 28, 2015, the Thirtieth Supplemental Indenture dated as of May 9, 2017, the Thirty-Fourth Supplemental Indenture dated as of April 26, 2018, the Thirty-Seventh Supplemental Indenture dated as of
    May 20, 2018, the Thirty-Eighth Supplemental Indenture dated as of December 20, 2018, the Fortieth Supplemental Indenture, dated as of September 27, 2019, the Forty-First Supplemental Indenture, dated as of April 1, 2020 and the Forty-Second
    Supplemental Indenture, dated as of May 7, 2020 (the Base Indenture as so amended and supplemented, the “Indenture”);

   

  WHEREAS, Section 4.17 of the Indenture provides that under certain circumstances
      the Company is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall become Guarantors of the applicable Notes on the terms and conditions set forth herein; and

   

  WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company, the
      Existing Guarantors and the New Guarantors are authorized to execute and deliver this Forty-Ninth Supplemental Indenture.

   

  

  
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  NOW THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the Company, the New Guarantors, the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the applicable Notes as follows:

   

  1.       Defined Terms. As used in this Forty-Ninth Supplemental Indenture,
      capitalized terms used but not defined herein shall have the meaning set forth in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Forty-Ninth Supplemental Indenture refer to this Forty-Ninth
      Supplemental Indenture as a whole and not to any particular section hereof.

   

  2.       Agreement to Guarantee. The New Guarantors hereby agree to
      unconditionally guarantee, and the Existing Guarantors hereby affirm their unconditional guarantee of, the Company’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not
      limited to ARTICLE X thereof.

   

  3.       Notices. All notices or other communications to the Company and the
      New Guarantors shall be given as provided in Section 12.02 of the Indenture.

   

  4.       Ratification of Indenture; Supplemental Indentures Part of Indenture.
      Except as expressly contemplated hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

   

  5.       Governing Law. THIS FORTY-NINTH SUPPLEMENTAL INDENTURE WILL BE
      GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

   

  6       The Trustee. The Trustee shall not be responsible in any manner
      whatsoever for or in respect of the validity or sufficiency of this Forty-Ninth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantors and the Company.

   

  7.       Counterpart Originals. This Forty-Ninth Supplemental Indenture may
      be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. The exchange of
      copies of this Forty-Ninth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Forty-Ninth Supplemental Indenture as to the parties hereto and may be used in lieu of
      the original Forty-Ninth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF transmission shall be deemed to be their original signatures for all purposes. The parties may sign any number of
      copies of this Forty-Ninth Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

   

  8.       Headings, etc. The headings of the Articles and Sections of this
      Forty-Ninth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Forty-Ninth Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

   

  [Signatures on following page]

   

  
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  IN WITNESS WHEREOF, the parties hereto have caused this Forty-Ninth Supplemental Indenture to be duly executed, all as of the date first above written.

  

  

  	 	T-MOBILE USA, INC.
	 	 
	 	By:	/s/ Johannes Thorsteinsson
	 	 	Name:	Johannes Thorsteinsson
	 	 	Title:	Senior Vice President, Treasury &  Treasurer


   

  	 	T-MOBILE US, INC.
	 	 
	 	By:	/s/ Johannes Thorsteinsson
	 	 	Name:	Johannes Thorsteinsson
	 	 	Title:	Senior Vice President, Treasury &  Treasurer


   

  [Forty-Ninth Supplemental Indenture]

   

  
     

    
      
 

  

   

  	 	ALDA WIRELESS HOLDINGS, LLC
	 	AMERICAN TELECASTING DEVELOPMENT, LLC
	 	AMERICAN TELECASTING OF ANCHORAGE, LLC
	 	AMERICAN TELECASTING OF COLUMBUS, LLC
	 	AMERICAN TELECASTING OF DENVER, LLC
	 	AMERICAN TELECASTING OF FORT MYERS, LLC
	 	AMERICAN TELECASTING OF FT. COLLINS, LLC
	 	AMERICAN TELECASTING OF GREEN BAY, LLC
	 	AMERICAN TELECASTING OF LANSING, LLC
	 	AMERICAN TELECASTING OF LINCOLN, LLC
	 	AMERICAN TELECASTING OF LITTLE ROCK, LLC
	 	AMERICAN TELECASTING OF LOUISVILLE, LLC
	 	AMERICAN TELECASTING OF MEDFORD, LLC
	 	AMERICAN TELECASTING OF MICHIANA, LLC
	 	AMERICAN TELECASTING OF MONTEREY, LLC
	 	AMERICAN TELECASTING OF REDDING, LLC
	 	AMERICAN TELECASTING OF SANTA BARBARA, LLC
	 	AMERICAN TELECASTING OF SEATTLE, LLC
	 	AMERICAN TELECASTING OF SHERIDAN, LLC
	 	AMERICAN TELECASTING OF YUBA CITY, LLC
	 	APC REALTY AND EQUIPMENT COMPANY, LLC
	 	ASSURANCE WIRELESS OF SOUTH CAROLINA, LLC
	 	ASSURANCE WIRELESS USA, L.P.
	 	ATI SUB, LLC
	 	BROADCAST CABLE, LLC
	 	CLEAR WIRELESS LLC
	 	CLEARWIRE COMMUNICATIONS LLC
	 	CLEARWIRE HAWAII PARTNERS SPECTRUM, LLC
	 	CLEARWIRE IP HOLDINGS LLC
	 	CLEARWIRE LEGACY LLC
	 	CLEARWIRE SPECTRUM HOLDINGS II LLC
	 	CLEARWIRE SPECTRUM HOLDINGS III LLC
	 	CLEARWIRE SPECTRUM HOLDINGS LLC
	 	CLEARWIRE XOHM LLC
	 	FIXED WIRELESS HOLDINGS, LLC
	 	FRESNO MMDS ASSOCIATES, LLC
	 	IBSV LLC
	 	KENNEWICK LICENSING, LLC
	 	L3TV CHICAGOLAND CABLE SYSTEM, LLC
	 	L3TV COLORADO CABLE SYSTEM, LLC, each as a Guarantor


   

  	 	By:	/s/ Johannes Thorsteinsson	 
	 	Name:     Johannes Thorsteinsson	 
	 	Title:       Senior Vice President, Treasury & Treasurer	 


   

  [Forty-Ninth Supplemental Indenture]

   

  

  
     

    
      
 

  

   

  	 	L3TV DALLAS CABLE SYSTEM, LLC
	 	L3TV DC CABLE SYSTEM, LLC
	 	L3TV DETROIT CABLE SYSTEM, LLC
	 	L3TV LOS ANGELES CABLE SYSTEM, LLC
	 	L3TV MINNEAPOLIS CABLE SYSTEM, LLC
	 	L3TV NEW YORK CABLE SYSTEM, LLC
	 	L3TV PHILADELPHIA CABLE SYSTEM, LLC
	 	L3TV SAN FRANCISCO CABLE SYSTEM, LLC
	 	L3TV SEATTLE CABLE SYSTEM, LLC
	 	LAYER3 TV, LLC
	 	METROPCS CALIFORNIA, LLC
	 	METROPCS FLORIDA, LLC
	 	METROPCS GEORGIA, LLC
	 	METROPCS MASSACHUSETTS, LLC
	 	METROPCS MICHIGAN, LLC
	 	METROPCS NETWORKS CALIFORNIA, LLC
	 	METROPCS NETWORKS FLORIDA, LLC
	 	METROPCS NEVADA, LLC
	 	METROPCS NEW YORK, LLC
	 	METROPCS PENNSYLVANIA, LLC
	 	METROPCS TEXAS, LLC
	 	MINORCO, LLC
	 	NEXTEL COMMUNICATIONS OF THE MID-ATLANTIC, INC.
	 	NEXTEL OF NEW YORK, INC.
	 	NEXTEL RETAIL STORES, LLC
	 	NEXTEL SOUTH CORP.
	 	NEXTEL SYSTEMS, LLC
	 	NEXTEL WEST CORP.
	 	NSAC, LLC
	 	PCTV GOLD II, LLC
	 	PCTV SUB, LLC
	 	PEOPLE’S CHOICE TV OF HOUSTON, LLC
	 	PEOPLE’S CHOICE TV OF ST. LOUIS, LLC
	 	PRWIRELESS PR, LLC
	 	PUSHSPRING, INC.
	 	SFE 1, LLC
	 	SIHI NEW ZEALAND HOLDCO, INC.
	 	SPEEDCHOICE OF DETROIT, LLC
	 	SPEEDCHOICE OF PHOENIX, LLC, each as a Guarantor


   

  	 	By:	/s/ Johannes Thorsteinsson	 
	 	Name:     Johannes Thorsteinsson	 
	 	Title:       Senior Vice President, Treasury & Treasurer	 


   

  [Forty-Ninth Supplemental Indenture]

   

  
     

    
      
 

  

   

  	 	SPRINT (BAY AREA), LLC
	 	SPRINT CAPITAL CORPORATION
	 	SPRINT COMMUNICATIONS COMPANY L.P.
	 	SPRINT COMMUNICATIONS COMPANY OF NEW HAMPSHIRE, INC.
	 	SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC.
	 	SPRINT COMMUNICATIONS, INC.
	 	SPRINT CORPORATION

          
	 	SPRINT EBUSINESS, INC.
	 	SPRINT ENTERPRISE NETWORK SERVICES, INC.
	 	SPRINT EWIRELESS, INC.
	 	SPRINT INTERNATIONAL COMMUNICATIONS CORPORATION
	 	SPRINT INTERNATIONAL HOLDING, INC.
	 	SPRINT INTERNATIONAL INCORPORATED
	 	SPRINT INTERNATIONAL NETWORK COMPANY LLC
	 	SPRINT PCS ASSETS, L.L.C.
	 	SPRINT SOLUTIONS, INC.
	 	SPRINT SPECTRUM HOLDING COMPANY, LLC
	 	SPRINT SPECTRUM REALTY COMPANY, LLC
	 	SPRINT/UNITED MANAGEMENT COMPANY
	 	TDI ACQUISITION SUB, LLC
	 	THEORY MOBILE, INC.
	 	T-MOBILE INNOVATIONS LLC

        
	 	T-MOBILE LICENSE LLC
	 	T-MOBILE NORTHEAST LLC
	 	T-MOBILE PCS HOLDINGS LLC
	 	T-MOBILE PUERTO RICO HOLDINGS LLC
	 	T-MOBILE PUERTO RICO LLC
	 	T-MOBILE RESOURCES LLC
	 	T-MOBILE SOUTH LLC
	 	T-MOBILE WEST LLC
	 	TMUS INTERNATIONAL LLC
	 	TRANSWORLD TELECOM II, LLC
	 	TVN VENTURES LLC

        
	 	USST OF TEXAS, INC.
	 	UTELCOM LLC
	 	VMU GP, LLC
	 	WBS OF AMERICA, LLC, each as a Guarantor


   

  	 	By:	/s/ Johannes Thorsteinsson	 
	 	Name:    Johannes Thorsteinsson	 
	 	Title:      Senior Vice President, Treasury & Treasurer	 


   

  [Forty-Ninth Supplemental Indenture]

   

  
     

    
      
 

  

   

  	 	WBS OF SACRAMENTO, LLC
	 	WBSY LICENSING, LLC
	 	WCOF, LLC
	 	WIRELESS BROADBAND SERVICES OF AMERICA, L.L.C.
	 	WIRELINE LEASING CO., INC., each as a Guarantor


   

  	 	By:	/s/ Johannes Thorsteinsson	 
	 	Name:    Johannes Thorsteinsson	 
	 	Title:      Senior Vice President, Treasury & Treasurer	 


   

  	 	SPRINTCOM, INC.
	 	SPRINT SPECTRUM L.P.
	 	T-MOBILE FINANCIAL LLC
	 	T-MOBILE LEASING LLC, each as a Guarantor


   

  	 	By:	/s/ Johannes Thorsteinsson	 
	 	Name:    Johannes Thorsteinsson	 
	 	Title:      Assistant Treasurer	 


   

  	 	T-MOBILE CENTRAL LLC, as a Guarantor


   

  	 	By:	/s/ Johannes Thorsteinsson	 
	 	Name:    Johannes Thorsteinsson	 
	 	Title:      Vice President	 


   

  [Forty-Ninth Supplemental Indenture]

   

  
     

    
      
 

  

  
   

          
  	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	 	 	 	 
	 	By:	/s/ Jeffrey Schoenfeld

           
	 	 	Name:	Jeffrey Schoenfeld
	 	 	Title:	Vice President

        
	 	 	 	 
	 	By:	/s/ Chris Niesz

        
	 	 	Name:	Chris Niesz

        
	 	 	Title:	Vice President

        


   
   

  [Forty-Ninth Supplemental Indenture]

   

  
     

    
      
 

  

  
   

  Schedule I

   

  	Entity	Jurisdiction of

            Organization
	 T-MOBILE INNOVATIONS LLC	Delaware
	 TVN VENTURES LLC	Delaware


   

  I-1