EX-4.13





 Exhibit 4.13 

FORTY-SECOND SUPPLEMENTAL INDENTURE 

FORTY-SECOND SUPPLEMENTAL INDENTURE (this “Forty-Second Supplemental Indenture”), dated as of May 7, 2020, 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”). 

W I T N E S S E T H: 
 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) 6.500% Senior Notes due 2024
pursuant to the Fifteenth Supplemental Indenture dated as of November 21, 2013 (the “6.500% 2024 Notes”), (b) 6.000% Senior Notes due 2023 pursuant to the Seventeenth Supplemental Indenture dated as of September 5, 2014
(the “6.000% 2023 Notes”), (c) 6.375% Senior Notes due 2025 pursuant to the Eighteenth Supplemental Indenture dated as of September 5, 2014 (the “6.375% 2025 Notes”), (d) 6.500% Senior Notes due 2026 pursuant
to the Twentieth Supplemental Indenture dated as of November 5, 2015 (the “6.500% 2026 Notes”), (e) 4.000% Senior Notes due 2022 pursuant to the Twenty-Third Supplemental Indenture dated as of March 16, 2017 (the
“4.000% 2022 Notes”), (f) 5.125% Senior Notes due 2025 pursuant to the Twenty-Fourth Supplemental Indenture dated as of March 16, 2017 (the “5.125% 2025 Notes”), (g) 5.375% Senior Notes due 2027 pursuant to the
Twenty-Fifth Supplemental Indenture dated as of March 16, 2017 (the “5.375% 2027 Notes”), (h) 4.000% Senior Notes due 2022 pursuant to the Twenty-Sixth Supplemental Indenture dated as of April 27, 2017 (the “4.000%
2022-1 Notes”), (i) 5.125% Senior Notes due 2025-1 pursuant to the Twenty-Seventh Supplemental Indenture dated as of April 28, 2017 (the “5.125% 2025-1 Notes”), (j) 5.375% Senior Notes due 2027-1 pursuant to the Twenty-Eighth Supplemental Indenture dated as of April 28, 2017 (the “5.375% 2027-1 Notes”), (k) 4.500% Senior Notes due 2026 pursuant to the Thirty-Third Supplemental Indenture dated as of January 25, 2018 (the “4.500% 2026 Notes”), (l) 4.750% Senior Notes due
2028 pursuant to the Thirty-Third Supplemental Indenture dated as of January 25, 2018 (the “4.750% 2028 Notes”), (m) 4.500% Senior Notes due 2026-1 pursuant to the Thirty-Fifth
Supplemental Indenture dated as of April 30, 2018 (the “4.500% 2026-1 Notes”) and (n) 4.750% Senior Notes due 2028-1 pursuant to the Thirty-Sixth
Supplemental Indenture dated as of April 30, 2018 (the “4.750% 2028-1 Notes” and together with the 6.500% 2024 Notes, the 6.000% 2023 Notes, the 6.375% 2025 Notes, the 6.500% 2026 Notes,
the 4.000% 2022 Notes, the 5.125% 2025 Notes, the 5.375% 2027 Notes, the 4.000% 2022-1 Notes, the 5.125% 2025-1 Notes, the 5.375%
2027-1 Notes, the 4.500% 2026 Notes, the 4.750% 2028 Notes and the 4.500% 2026-1 Notes, the “Notes”), 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 and the Forty-First Supplemental Indenture, dated as of April 1, 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-Second Supplemental Indenture. 
 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-Second 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-Second Supplemental Indenture refer to this Forty-Second Supplemental Indenture
as a whole and not to any particular section hereof. 
 2. Agreement to Guarantee. The New Guarantors hereby agree to unconditionally
guarantee 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-SECOND 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-Second 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-Second 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-Second Supplemental Indenture and of
signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Forty-Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Forty-Second 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-Second Supplemental Indenture. Each
signed copy will be an original, but all of them together represent the same agreement. 

  
 2 













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

[Signatures on following page] 

  
 3 













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

					
	SFE 1, LLC
	SFE 2, LLC
		
	By:	 	 /s/ J. Braxton Carter

		 	Name:	 	J. Braxton Carter
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer


  

  
 [Forty-Second
Supplemental Indenture] 













 
					
	T-MOBILE USA, INC.
		
	By:	 	/s/ J. Braxton Carter
		 	Name:	 	J. Braxton Carter
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	T-MOBILE US, INC.
		
	By:	 	 /s/ J. Braxton Carter

		 	Name:	 	J. Braxton Carter
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer


  

  
 [Forty-Second
Supplemental Indenture] 













 
			
	 IBSV LLC
	 	
	 LAYER3 TV, INC.

	 L3TV CHICAGOLAND CABLE SYSTEM, LLC

	 L3TV COLORADO CABLE SYSTEM, LLC

	 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

	 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

	 PUSHSPRING, INC.

	 T-MOBILE CENTRAL LLC

	 T-MOBILE FINANCIAL LLC

	 T-MOBILE LEASING 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 CORPORATION

	 T-MOBILE SOUTH LLC

	 T-MOBILE SUBSIDIARY IV LLC

	 T-MOBILE WEST LLC

	 THEORY MOBILE,
INC.



 
			
		
	 By:
	 	 /s/ J. Braxton Carter

	Name:	 	J. Braxton Carter
	Title:	 	Authorized Person


  

  
 [Forty-Second
Supplemental Indenture] 













 
			
	SPRINT CORPORATION, a Delaware corporation
	SPRINT COMMUNICATIONS, INC.
	SPRINT CAPITAL CORPORATION
	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
	BOOST WORLDWIDE, LLC
	BROADCAST CABLE, LLC
	CLEAR WIRELESS LLC
	CLEARWIRE COMMUNICATIONS LLC
	CLEARWIRE CORPORATION
	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
		
	By:	 	 /s/ J. Braxton Carter

	Name:	 	J. Braxton Carter
	Title:	 	Executive Vice President and
		 	Chief Financial Officer


  

  
 [Forty-Second
Supplemental Indenture] 













 
			
	FIXED WIRELESS HOLDINGS, LLC
	FRESNO MMDS ASSOCIATES, LLC
	INDEPENDENT WIRELESS ONE LEASED REALTY CORPORATION
	KENNEWICK LICENSING, 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
	SIHI NEW ZEALAND HOLDCO, INC.
	SN HOLDINGS (BR I) LLC
	SN UHC 1, INC.
	SN UHC 3, INC.
	SN UHC 4, INC.
	SPEEDCHOICE OF DETROIT, LLC
	SPEEDCHOICE OF PHOENIX, LLC
	SPRINT (BAY AREA), LLC
	SPRINT COMMUNICATIONS COMPANY L.P.
	SPRINT COMMUNICATIONS COMPANY OF NEW HAMPSHIRE, INC.
	SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC.
	SPRINT CONNECT LLC
	SPRINT CORPORATION, a Kansas corporation
	SPRINT CORPORATION, a Missouri corporation
	SPRINT EBUSINESS, INC.
	SPRINT ENTERPRISE MOBILITY, LLC
	SPRINT ENTERPRISE NETWORK SERVICES, INC.
		
	By:	 	/s/ J. Braxton Carter
	Name:	 	J. Braxton Carter
	Title:	 	Executive Vice President and
		 	Chief Financial Officer


  

  
 [Forty-Second
Supplemental Indenture] 













 
					
	SPRINT EWIRELESS, INC.
	SPRINT HOLDCO, LLC
	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
	SWV SIX, INC.
	TDI ACQUISITION SUB, LLC
	TRANSWORLD TELECOM II, LLC
	US TELECOM, INC.
	USST OF TEXAS, INC.
	UTELCOM LLC
	VIRGIN MOBILE USA – EVOLUTION, LLC
	VMU GP, LLC
	WBS OF AMERICA, LLC
	WBS OF SACRAMENTO, LLC
	WBSY LICENSING, LLC
	WCOF, LLC
	WIRELESS BROADBAND SERVICES OF AMERICA, L.L.C.
	WIRELINE LEASING CO., INC.
		
	By:	 	 /s/ J. Braxton Carter

		 	Name:	 	J. Braxton Carter
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer


  

  
 [Forty-Second
Supplemental Indenture] 













 
					
	SPRINTCOM, INC.
	SPRINT SPECTRUM L.P.
		
	By:	 	 /s/ David A. Miller

		 	Name:	 	David A. Miller
		 	Title:	 	Executive Vice President,
	General Counsel and Secretary


  

  
 [Forty-Second
Supplemental Indenture] 













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

		 	Name:	 	Jeffrey Schoenfeld
		 	Title:	 	Vice President
		
	By:	 	 /s/ Irina Golovashchuk

		 	Name:	 	Irina Golovashchuk
		 	Title:	 	Irina Golovashchuk


  

  
 [Forty-Second
Supplemental Indenture] 













 Schedule I 

 

			
	Entity	  	 Jurisdiction of

Organization

	SFE 1, LLC	  	Delaware
	SFE 2, LLC	  	Delaware