exhibit413-txmobilex42nd






                                                                    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                                          2    





 






copies of this Forty-Second 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-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