Exhibit



EXHIBIT 4.3



TWENTY-SECOND SUPPLEMENTAL INDENTURE
TWENTY-SECOND SUPPLEMENTAL INDENTURE (this “Twentieth Supplemental Indenture”), dated as of August 30, 2016, among T-Mobile USA, Inc. (the “Company”), the entities listed on Schedule I (the “New Guarantors”), the existing guarantors signatory hereto (the “Existing Guarantors”) and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to herein (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) Senior Reset Notes due 2019 pursuant to the First Supplemental Indenture, (b) Senior Reset Notes due 2020 pursuant to the Second Supplemental Indenture, (c) Senior Reset Notes due 2021 pursuant to the Third Supplemental Indenture, (d) Senior Reset Notes due 2022 pursuant to the Fourth Supplemental Indenture, (e) Senior Reset Notes due 2023 pursuant to the Fifth Supplemental Indenture, (f) 6.464% Senior Notes due 2019 pursuant to the Sixth Supplemental Indenture, (g) 6.542% Senior Notes due 2020 pursuant to the Seventh Supplemental Indenture, (h) 6.633% Senior Notes due 2021 pursuant to the Eighth Supplemental Indenture, (i) 6.731% Senior Notes due 2022 pursuant to the Ninth Supplemental Indenture, and (j) 6.836% Senior Notes due 2023 pursuant to the Tenth Supplemental Indenture, each dated as of April 28, 2013, (k) 5.250% Senior Notes due 2018 pursuant to the Thirteenth Supplemental Indenture dated as of August 21, 2013, (l) 6.125% Senior Notes due 2022 pursuant to the Fourteenth Supplemental Indenture dated as of November 21, 2013, (m) 6.500% Senior Notes due 2024 pursuant to the Fifteenth Supplemental Indenture dated as of November 21, 2013, (n) 6.000% Senior Notes due 2023 pursuant to the Seventeenth Supplemental Indenture dated as of September 5, 2014, and (o) 6.375% Senior Notes due 2025 pursuant to the Eighteenth Supplemental Indenture dated as of September 5, 2014 (all such Notes, the “Notes”), and as amended and supplemented by the Eleventh Supplemental Indenture dated as of May 1, 2013, the Twelfth Supplemental Indenture, dated as of July 15, 2013, the Sixteenth Supplemental Indenture, dated as of August 11, 2014, the Nineteenth Supplemental Indenture, dated as of September 28, 2015, the Twentieth Supplemental Indenture, dated as of November 5, 2015, and the Twenty-First Supplemental Indenture, dated as of April 1, 2016 (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 Twenty-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 Twenty-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 Twenty-Second Supplemental Indenture refer to this Twenty-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 TWENTY-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 Twenty-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 Twenty-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 Twenty-Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Twenty-Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Twenty-Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF transmission shall be deemed to be their original




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signatures for all purposes. The parties may sign any number of copies of this Twenty-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 Twenty-Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Twenty-Second 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 Twenty-Second Supplemental Indenture to be duly executed, as of the date first above written.
	
		
	 
	C700-Albuquerque-A LLC

	 
	C700-Boise City-A LLC

	 
	C700-Charleston-A LLC

	 
	C700-Columbus-A LLC

	 
	C700-Ft. Myers-A LLC

	 
	C700-Jacksonville-A LLC

	 
	C700-Richmond-A LLC

	 
	C700-Salt Lake City-A LLC

	 
	C700-Sarasota-A LLC

	 
	C700-Savannah-A LLC

	 
	Cavalier Albany GA, LLC

	 
	Cavalier Albany NY, LLC

	 
	Cavalier Augusta, LLC

	 
	Cavalier Beaumont, LLC

	 
	Cavalier Buffalo, LLC

	 
	Cavalier C Christi TX, LLC

	 
	Cavalier Charlotte, LLC

	 
	Cavalier Columbia, LLC

	 
	Cavalier Fayetteville, LLC

	 
	Cavalier Greensboro, LLC

	 
	Cavalier Greenville, LLC

	 
	Cavalier Harrisburg, LLC

	 
	Cavalier Honolulu, LLC

	 
	Cavalier Lexington, LLC

	 
	Cavalier Louisville, LLC

	 
	Cavalier McAllen, LLC

	 
	Cavalier Spokane, LLC

	 
	Cavalier State College, LLC

	 
	Cavalier Staunton, LLC

	 
	Cavalier Syracuse, LLC

	 
	Cavalier Tallahassee, LLC

	 
	Cavalier Toledo, LLC






	
		
	 
	By: /s/ David A. Miller             

	 
	Name: David A. Miller

	 
	Title: Manager








[Twenty-Second Supplemental Indenture to Indenture dated April 28, 2013]









	
		
	 
	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










[Twenty-Second Supplemental Indenture to Indenture dated April 28, 2013]









	
		
	 
	IBSV 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

	 
	POWERTEL MEMPHIS LICENSES, INC.

	 
	POWERTEL/MEMPHIS, INC.

	 
	SUNCOM WIRELESS HOLDINGS, INC.

	 
	SUNCOM WIRELESS INVESTMENT COMPANY, LLC

	 
	SUNCOM WIRELESS LICENSE COMPANY, LLC

	 
	SUNCOM WIRELESS MANAGEMENT COMPANY, INC.

	 
	SUNCOM WIRELESS OPERATING COMPANY, L.L.C.

	 
	SUNCOM WIRELESS PROPERTY COMPANY, L.L.C.

	 
	SUNCOM WIRELESS, 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 CORPORATION

	 
	T-MOBILE WEST LLC

	 
	TRITON PCS FINANCE COMPANY, INC.

	 
	TRITON PCS HOLDINGS COMPANY L.L.C.

	 
	VOICESTREAM PCS I IOWA CORPORATION

	 
	VOICESTREAM PITTSBURGH GENERAL PARTNER, INC.

	 
	VOICESTREAM PITTSBURGH, L.P.




	
		
	 
	By: /s/ J. Braxton Carter             

	 
	Name: J. Braxton Carter

	 
	Title: Executive Vice President and 

	 
	Chief Financial Officer








[Twenty-Second Supplemental Indenture to Indenture dated April 28, 2013]









	
		
	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as

	 
	Trustee

	 
	 

	 
	By: /s/ Carol Ng                       

	 
	Carol Ng

	 
	Vice President

	 
	 

	 
	By: /s/ Li Jiang                         

	 
	Li Jiang

	 
	Vice President










[Twenty-Second Supplemental Indenture to Indenture dated April 28, 2013]










Schedule I
	
	
	C700-Albuquerque-A LLC

	C700-Boise City-A LLC

	C700-Charleston-A LLC

	C700-Columbus-A LLC

	C700-Ft. Myers-A LLC

	C700-Jacksonville-A LLC

	C700-Richmond-A LLC

	C700-Salt Lake City-A LLC

	C700-Sarasota-A LLC

	C700-Savannah-A LLC

	Cavalier Albany GA, LLC

	Cavalier Albany NY, LLC

	Cavalier Augusta, LLC

	Cavalier Beaumont, LLC

	Cavalier Buffalo, LLC

	Cavalier C Christi TX, LLC

	Cavalier Charlotte, LLC

	Cavalier Columbia, LLC

	Cavalier Fayetteville, LLC

	Cavalier Greensboro, LLC

	Cavalier Greenville, LLC

	Cavalier Harrisburg, LLC

	Cavalier Honolulu, LLC

	Cavalier Lexington, LLC

	Cavalier Louisville, LLC

	Cavalier McAllen, LLC

	Cavalier Spokane, LLC

	Cavalier State College, LLC

	Cavalier Staunton, LLC

	Cavalier Syracuse, LLC

	Cavalier Tallahassee, LLC

	Cavalier Toledo, LLC