Exhibit



EXHIBIT 4.2



EIGHTH SUPPLEMENTAL INDENTURE
EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as of August 30, 2016, among all the entities listed on Schedule I (the “Guaranteeing Subsidiaries”) (or their permitted successors), T-Mobile USA, Inc., as successor to MetroPCS Wireless Inc. (in such successor capacity, the “Company” pursuant to Section 5.01 of the Indenture referred to herein), the other Guarantors (as defined in the Indenture referred to herein) and Deutsche Bank Trust Companies America, 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 March 19, 2013 (the “Base Indenture”);
WHEREAS, the Company has heretofore executed and delivered to the Trustee a First Supplemental Indenture, dated as of March 19, 2013 (the “First Supplemental Indenture”), providing for the issuance of the Company’s 6.250% Senior Notes due 2021 (the “2021 Notes”);
WHEREAS, the Company has heretofore executed and delivered to the Trustee a Second Supplemental Indenture, dated as of March 19, 2013 (the “Second Supplemental Indenture”), providing for the issuance of the Company’s 6.625% Senior Notes due 2023 (together with the 2021 Notes, the “Notes”);
WHEREAS, the Company has heretofore executed and delivered to the Trustee a Third Supplemental Indenture, dated as of April 29, 2013 (the “Third Supplemental Indenture”);
WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fourth Supplemental Indenture, dated as of May 1, 2013 (the “Fourth Supplemental Indenture”); 
WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fifth Supplemental Indenture, dated as of July 15, 2013 (the “Fifth Supplemental Indenture”); 
WHEREAS, the Company has heretofore executed and delivered to the Trustee a Sixth Supplemental Indenture, dated as of August 11, 2014 (the “Sixth Supplemental Indenture”);
WHEREAS, the Company has heretofore executed and delivered to the Trustee a Seventh Supplemental Indenture, dated as of September 28, 2015 (the “Seventh Supplemental Indenture”; the Base Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, and the Seventh Supplemental Indenture, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture with respect to the Notes on the terms and conditions set forth herein; and






WHEREAS, pursuant to Section 9.01 of the Base Indenture, the Trustee is authorized to execute and deliver this Eighth Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee, intending to be legally bound, mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1.    CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.    AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiaries hereby agree to provide an unconditional guarantee of the Notes on the terms and subject to the conditions set forth herein and in the Indenture including but not limited to Article X of the Base Indenture, as heretofore amended and supplemented.
3.    NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, member, manager, partner, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiaries, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiaries under the Notes, any Note Guarantees, the Indenture or this Eighth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.
4.    THIS EIGHTH SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
5.    COUNTERPARTS.  This Eighth 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 Eighth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Eighth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Eighth 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.
6.    EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.
7.    THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
[Signatures on following page]




2








IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed and attested, all 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












[Eighth Supplemental Indenture to Indenture dated as of March 19, 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






































































[Eighth Supplemental Indenture to Indenture dated as of March 19, 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










[Eighth Supplemental Indenture to Indenture dated as of March 19, 2013]









	
		
	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as

	 
	Trustee

	 
	 

	 
	By: /s/ Carol Ng                       

	 
	Carol Ng

	 
	Vice President

	 
	 

	 
	By: /s/ Li Jiang                         

	 
	Li Jiang

	 
	Vice President










[Eighth Supplemental Indenture to Indenture dated as of March 19, 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