Exhibit



EXHIBIT 4.1



ELEVENTH SUPPLEMENTAL INDENTURE
ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”), dated as of August 30, 2016, among all the entities listed on Schedule I (the “Guaranteeing Subsidiaries”), all direct or indirect subsidiaries of T-Mobile USA, Inc., a Delaware corporation (“T-Mobile”), T-Mobile, as successor to MetroPCS Wireless, Inc., a Delaware corporation (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 Wells Fargo Bank, N.A., 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 September 21, 2010 (the “Base Indenture”), among the Company, the Guarantors party thereto and the Trustee, as amended and supplemented in respect of the Company’s 6 5/8% Senior Notes due 2020 (the “Notes”) by the Second Supplemental Indenture dated as of November 17, 2010 (the “Second Supplemental Indenture”), the Fourth Supplemental Indenture dated as of December 23, 2010 (the “Fourth Supplemental Indenture”), the Sixth Supplemental Indenture dated as of December 13, 2012 (the “Sixth Supplemental Indenture”), the Seventh Supplemental Indenture dated as of May 1, 2013 (the “Seventh Supplemental Indenture”), the Eighth Supplemental Indenture dated as of July 15, 2013 (the “Eighth Supplemental Indenture”), the Ninth Supplemental Indenture dated as of August 11, 2014 (the “Ninth Supplemental Indenture”) and the Tenth Supplemental Indenture dated as of September 28, 2015 (the “Tenth Supplemental Indenture”; the Base Indenture, as amended and supplemented in respect of the Notes by the Second Supplemental Indenture, the Fourth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture and the Tenth Supplemental Indenture,  the “Indenture”), each among the Company, the Guarantors party thereto and the Trustee;
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 on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Second Supplemental Indenture as heretofore amended and supplemented, the Trustee is authorized to execute and deliver this Eleventh 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 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 on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article X thereof.
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 Eleventh 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. NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS ELEVENTH SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS.  The parties may sign any number of copies of this Eleventh Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
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 Eleventh 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 Eleventh 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/ J. Braxton Carter             

	 
	Name: J. Braxton Carter

	 
	Title: Executive Vice President and 

	 
	Chief Financial Officer












[Eleventh Supplemental Indenture to Indenture dated as of September 21, 2010]







	
		
	 
	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










[Eleventh Supplemental Indenture to Indenture dated as of September 21, 2010]







	
		
	 
	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








[Eleventh Supplemental Indenture to Indenture dated as of September 21, 2010]







	
		
	 
	WELLS FARGO BANK, N.A.,

	 
	as Trustee

	 
	 

	 
	By: /s/ Authorized Signatory            

	 
	Authorized Signatory












[Eleventh Supplemental Indenture to Indenture dated as of September 21, 2010]








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