EX-4.7





 Exhibit 4.7 

SIXTH SUPPLEMENTAL INDENTURE 

SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of May 7, 2020, among T-Mobile USA, Inc. (the “Issuer”), 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 (the “Trustee”) under the Indenture referred to below. 

W I T N E S S E T H: 
 WHEREAS,
the Issuer is party to the Indenture, dated as of April 9, 2020 (the “Base Indenture”) among the Issuer, T-Mobile US, Inc., a Delaware corporation, as a guarantor, and the Trustee, as
amended and supplemented (a) with respect to the Issuer’s 3.500% Senior Secured Notes due 2025 by the First Supplemental Indenture dated as of April 9, 2020, (b) with respect to the Issuer’s 3.750% Senior Secured Notes due 2027
by the Second Supplemental Indenture dated as of April 9, 2020, (c) with respect to the Issuer’s 3.875% Senior Secured Notes due 2030 by the Third Supplemental Indenture dated as of April 9, 2020, (d) with respect to the Issuer’s
4.375% Senior Secured Notes due 2040 by the Fourth Supplemental Indenture dated as of April 9, 2020 and (e) with respect to the Issuer’s 4.500% Senior Secured Notes due 2050 by the Fifth Supplemental Indenture dated as of
April 9, 2020 (the Base Indenture as so amended and supplemented, the “Indenture”); 
 WHEREAS, Section 4.09 of
the Indenture provides that under certain circumstances the Issuer is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each of the New Guarantors shall become a Guarantor 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 Issuer, the Existing Guarantors and the New Guarantors are authorized to execute and deliver this Sixth Supplemental Indenture. 
 NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, 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 Sixth 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 Sixth Supplemental Indenture
refer to this Sixth Supplemental Indenture as a whole and not to any particular section hereof. 
 2. Agreement to Guarantee. The New
Guarantors hereby agree, jointly and severally, to unconditionally guarantee the Issuer’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 Issuer 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 SIXTH 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
Sixth 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 Issuer. 

7. Counterpart Originals. This Sixth 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 Sixth Supplemental Indenture and of signature pages by
facsimile or electronic transmission shall constitute effective execution and delivery of this Sixth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Sixth Supplemental Indenture for all purposes. Signatures of
the parties hereto transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes. The parties may sign any number of copies of this Sixth 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 Sixth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Sixth Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof. 

[Signatures on following page] 

  
 2 













 IN WITNESS WHEREOF, the parties hereto have caused this Sixth 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


 [Sixth 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


 [Sixth 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


 [Sixth 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


 [Sixth 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


 [Sixth 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


 [Sixth 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


 [Sixth Supplemental Indenture] 












 
					
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

		
	By:	 	 /s/ Jeffrey Schoenfeld

		 	Name:	 	Jeffrey Schoenfeld
		 	Title:	 	Vice President
		
	By:	 	 /s/ Debra A. Schwalb

		 	Name:	 	Debra A. Schwalb
		 	Title:	 	Vice President


 [Sixth Supplemental Indenture] 












 Schedule I 

 

			
	 Entity
	  	 Jurisdiction of
Organization

	 SFE 1, LLC
	  	Delaware
	 SFE 2, LLC
	  	Delaware