Exhibit 4.5

   

  

   

  	
           

            

          T-MOBILE USA, INC.

           

          and

           

          T-MOBILE US, INC.

           

          and

           

          EACH OF THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO

           

        
	
           

            

          2.550% SENIOR SECURED NOTES DUE 2031

           

          ELEVENTH SUPPLEMENTAL INDENTURE

           

          Dated as of October 6, 2020

           

        
	
           

            

          DEUTSCHE BANK TRUST COMPANY AMERICAS

           

          as Trustee

           

        
	
           

            

          to

           

          INDENTURE

           

          Dated as of April 9, 2020

           

        


   

  
     

    
      
 

  

  
  TABLE OF CONTENTS

   

  	Article I DEFINITIONS AND INCORPORATION BY REFERENCE	2
	 	 
	Section 1.01   Definitions	2
	Section 1.02   Other Definitions	2
	Section 1.03   Rules of Construction	2
	 	 
	Article II THE Additional NOTES	3
	 	 
	Section 2.01   Terms of Additional Notes	3
	Section 2.02   Agreement to Guarantee	3
	 	 
	Article III MISCELLANEOUS	3
	 	 
	Section 3.01   Effect of the Eleventh Supplemental Indenture	3
	Section 3.02   Governing Law	4
	Section 3.03   Waiver of Jury Trial	4
	Section 3.04   No Adverse Interpretation of Other Agreements	4
	Section 3.05   Successors	4
	Section 3.06   Severability	4
	Section 3.07   Counterparts	4
	Section 3.08   Table of Contents, Headings, etc.	5
	Section 3.09   Beneficiaries of this Eleventh Supplemental Indenture	5
	Section 3.10   No Personal Liability of Directors, Officers, Employees and Stockholders	5
	Section 3.11   The Trustee	5


   

  
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  ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”), dated as of
      October 6, 2020 (the “Additional Notes Issue Date”), among T-Mobile USA, Inc., a Delaware corporation (the “Issuer”), T-Mobile, US, Inc., a Delaware corporation (“Parent,” as a guarantor), and the other guarantors party hereto
      (together with Parent, the “Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

   

  WHEREAS, the Issuer has heretofore executed and delivered an Indenture, dated as of April 9,
      2020 (the “Base Indenture”), among the Issuer, Parent and the Trustee, providing for the issuance from time to time of one or more Series of the Issuer’s Notes;

   

  WHEREAS, the Issuer, the Guarantors and the Trustee have heretofore entered into a Ninth
      Supplemental Indenture, dated as of June 24, 2020 (the “Ninth Supplemental Indenture”) to the Base Indenture (the Base Indenture, as amended and supplemented from time to time, including pursuant to the Ninth Supplemental Indenture, being
      referred to herein as the “Original Indenture,” and as further amended and supplemented by this Eleventh Supplemental Indenture, being referred to herein as the “Indenture”) establishing the terms of the Issuer’s 2.550% Senior Secured
      Notes due 2031 (the “Notes”);

   

  WHEREAS, acting pursuant to a Company Order delivered to the Trustee in accordance with the
      terms of the Original Indenture, the Trustee authenticated and delivered Notes for original issue in an aggregate principal amount of $1,750,000,000 on June 24, 2020 (the “Existing Notes”);

   

  WHEREAS, under Section 2.03 of the Ninth Supplemental Indenture, the aggregate principal
      amount of the Notes to be issued may be increased, and such Series may be reopened for issuances of additional Notes, upon delivery to the Trustee of a Company Order without the consent of any Holder of Notes;

   

  WHEREAS, the Issuer has furnished the Trustee with a duly authorized and executed Company
      Order dated October 6, 2020 authorizing and directing the Trustee to issue and authenticate $750,000,000 in aggregate principal amount of Notes (the “Additional Notes”), constituting an additional issuance of Notes, fungible with the Existing
      Notes and consolidated with and forming a single Series with the Existing Notes;

   

  WHEREAS, all things necessary to make this Eleventh Supplemental Indenture a valid, binding
      and enforceable agreement of the Issuer, the Guarantors and the Trustee and a valid supplement to the Base Indenture have been done.

   

  NOW, THEREFORE, the Issuer, the Guarantors and the Trustee agree as follows for the benefit of
      each other and for the equal and ratable benefit of the Holders of the Additional Notes established hereby:

    

  

   

  
     

    
      
 

  

  
  Article I

      DEFINITIONS AND INCORPORATION BY REFERENCE

   

  Section 1.01     Definitions.

   

  All capitalized terms which are used herein and not otherwise defined herein are defined in
      the Original Indenture and are used herein with the same meanings as in the Original Indenture. If a capitalized term is defined in both the Original Indenture and this Eleventh Supplemental Indenture, the definition in this Eleventh Supplemental
      Indenture shall apply to the Additional Notes authenticated hereby (and any Note Guarantee in respect thereof).

   

  Section 1.02     Other Definitions.

   

  

  	Term	Defined in Section
	“Additional Notes”	Recitals
	“Additional Notes Issue Date”	Recitals
	“Base Indenture”	Recitals
	“Eleventh Supplemental Indenture”	Recitals
	“Guarantors”	Recitals
	“Indenture”	Recitals
	“Issuer”	Recitals
	“Ninth Supplemental Indenture”	Recitals
	“Parent”	Recitals


  

   

  Section 1.03     Rules of Construction.

   

  Unless the context otherwise requires:

   

  (1)       a term has the meaning assigned to it;

   

  (2)       an accounting term not otherwise defined has the meaning assigned to it in
      accordance with GAAP;

   

  (3)       “or” is not exclusive;

   

  (4)       words in the singular include the plural, and in the plural include the
      singular;

   

  (5)       “will” shall be interpreted to express a command;

   

  (6)       provisions apply to successive events and transactions;

   

  (7)       “including” means “including, without limitation”;

   

  
     

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  (8)       references to sections of or rules under the Securities Act will be deemed
      to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

   

  (9)       all references, in any context, to any interest or other amount payable on
      or with respect to the Notes of any Series shall be deemed to include an Additional Interest pursuant to the Registration Rights Agreement; and

   

  (10)       the phrases “in writing” or “written” as used herein shall be deemed to
      include PDFs, e-emails and other electronic means of Transmission, unless otherwise indicated.

   

  Article II

      THE Additional NOTES

   

  Section 2.01     Terms of Additional Notes.

   

  The Additional Notes shall have the terms set forth in Section 2.03 of the Ninth Supplemental
      Indenture except as modified by the following:

   

  (a)          The aggregate principal amount of Additional Notes, which shall be authenticated
      and delivered on the Additional Notes Issue Date under the Indenture, shall be $750,000,000;

   

  (b)          The Additional Notes issued on the Additional Notes Issue Date will be issued at
      an issue price of 104.318% of the principal amount thereof.

   

  Section 2.02     Agreement to Guarantee.

   

  The Guarantors hereby agree, jointly and severally, to unconditionally guarantee the Issuer’s
      obligations under the Additional Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not limited to ARTICLE X of the Base Indenture.

   

  Article III

      MISCELLANEOUS

   

  Section 3.01    Effect of the Eleventh Supplemental Indenture.

   

  (a)          This Eleventh Supplemental Indenture is a supplemental indenture within the
      meaning of Section 2.02 of the Base Indenture, and the Original Indenture shall (notwithstanding Section 12.12 of the Base Indenture or Section 3.04 hereof) be read together with this Eleventh Supplemental Indenture and shall have the same effect
      over the Additional Notes, in the same manner as if the provisions of the Original Indenture and this Eleventh Supplemental Indenture were contained in the same instrument.

   

  (b)          In all other respects, the Original Indenture is confirmed by the parties hereto
      as supplemented by the terms of this Eleventh Supplemental Indenture. 

   

  
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  Section 3.02      Governing Law.

   

  THIS ELEVENTH SUPPLEMENTAL INDENTURE AND THE ADDITIONAL NOTES WILL BE GOVERNED BY THE LAWS OF
      THE STATE OF NEW YORK.

   

  Section 3.03      Waiver of Jury Trial.

   

  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
      IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS ELEVENTH SUPPLEMENTAL INDENTURE.

   

  Section 3.04      No Adverse Interpretation of Other Agreements.

   

  Subject to Section 3.01, this Eleventh Supplemental Indenture may not be used to interpret any
      other indenture, loan or debt agreement of the Issuer, Parent or its Subsidiaries or of any other Person. Subject to Section 3.01, any such other indenture, loan or debt agreement may not be used to interpret this Eleventh Supplemental Indenture.

   

  Section 3.05      Successors.

   

  All agreements of the Issuer in this Eleventh Supplemental Indenture and the Additional Notes
      will bind its successors. All agreements of the Trustee in this Eleventh Supplemental Indenture will bind its successors. All agreements of each Guarantor in this Eleventh Supplemental Indenture will bind its successors, except as otherwise provided
      in Section 10.04 of the Base Indenture.

   

  Section 3.06     Severability.

   

  In case any provision in this Eleventh Supplemental Indenture or in the Additional Notes is
      invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

   

  Section 3.07     Counterparts.

   

  This Eleventh 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 Eleventh Supplemental Indenture and of
      signature pages by electronic (including PDF) transmission shall constitute effective execution and delivery of this Eleventh Supplemental Indenture as to the parties hereto and may be used in lieu of the original Eleventh Supplemental Indenture for
      all purposes. Signatures of the parties hereto transmitted by electronic (including PDF) transmission shall be deemed to be their original signatures for all purposes.

   

  
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  Section 3.08     Table of Contents, Headings, etc.

   

  The Table of Contents and headings of the Articles and Sections of this Eleventh Supplemental
      Indenture have been inserted for convenience of reference only, are not to be considered a part of this Eleventh Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

   

  Section 3.09     Beneficiaries of this Eleventh Supplemental Indenture.

   

  Nothing in this Eleventh Supplemental Indenture or in the Additional Notes, expressed or
      implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders of the Additional Notes, any benefit or any legal or equitable right, remedy or claim under this Eleventh Supplemental Indenture.

   

  Section 3.10     No Personal Liability of Directors, Officers, Employees and Stockholders.

   

  No past, present or future director, officer, member, manager, partner, employee, incorporator
      or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Additional Notes, this Eleventh Supplemental Indenture, the Note Guarantees in respect of the Additional
      Notes, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Additional Notes by accepting an Additional Note waives and releases all such liability. The waiver and release are part of the
      consideration for issuance of the Additional Notes.

   

  Section 3.11     The Trustee.

   

  The Trustee shall not be responsible or liable for the validity or sufficiency of, or the
      recitals in, this Eleventh Supplemental Indenture and all of the provisions contained in the Original Indenture, in respect of the rights, privileges, immunities, powers and duties of the Trustee and the Agents shall be applicable in respect of the
      Additional Notes and of this Eleventh Supplemental Indenture as fully and with like effect as set forth in full herein.

   

  [Signatures on following page] 

   

  
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  IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be
      duly executed, all as of the date first written above.

  

  	 	 	 	 	 
	 	T-MOBILE USA, INC.	 
	 	 	 	 	 
	 	By:	/s/ Johannes Thorsteinsson	 
	 	 	Name:	Johannes Thorsteinsson	 
	 	 	Title:	Senior Vice President, Treasury & Treasurer	 
	 	 	 	 	 
	 	T-MOBILE US, INC.	 
	 	 	 	 	 
	 	By:	/s/ Johannes Thorsteinsson	 
	 	 	Name:	Johannes Thorsteinsson	 
	 	 	Title:	Senior Vice President, Treasury & Treasurer	 


  

   

  

  [Eleventh Supplemental Indenture]

   

  
     

    
      
 

  

  	 	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 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, each as a Guarantor


   

  	 	By:	/s/ Johannes Thorsteinsson	 
	 	 	Name:	Johannes Thorsteinsson	 
	 	 	Title:	Senior Vice President, Treasury & Treasurer	 


   

  [Eleventh Supplemental Indenture]

   

  
     

    
      
 

  

  	 	CLEARWIRE XOHM LLC
	 	FIXED WIRELESS HOLDINGS, LLC
	 	FRESNO MMDS ASSOCIATES, LLC
	 	IBSV LLC 
	 	INDEPENDENT WIRELESS ONE LEASED REALTY CORPORATION
	 	KENNEWICK LICENSING, LLC
	 	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
	 	LAYER3 TV, INC.
	 	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
	 	MINORCO, LLC
	 	NEXTEL COMMUNICATIONS OF THE MID-ATLANTIC, INC.
	 	NEXTEL OF NEW YORK, INC.
	 	NEXTEL RETAIL STORES, LLC
	 	NEXTEL SOUTH CORP.
	 	NEXTEL SYSTEMS, LLC, each as a Guarantor


   

  	 	By:	/s/ Johannes Thorsteinsson	 
	 	 	Name:	Johannes Thorsteinsson	 
	 	 	Title:	Senior Vice President, Treasury & Treasurer	 


   

  [Eleventh Supplemental Indenture]

   

  
     

    
      
 

  

  	 	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
	 	PUSHSPRING, INC.
	 	SFE 1, LLC
	 	SFE 2, LLC
	 	SIHI NEW ZEALAND HOLDCO, INC.
	 	SN HOLDINGS (BR I) LLC
	 	SPEEDCHOICE OF DETROIT, LLC
	 	SPEEDCHOICE OF PHOENIX, LLC
	 	SPRINT (BAY AREA), LLC
	 	SPRINT CAPITAL CORPORATION
	 	SPRINT COMMUNICATIONS COMPANY L.P.
	 	SPRINT COMMUNICATIONS COMPANY OF NEW HAMPSHIRE, INC. 
	 	SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC.
	 	SPRINT COMMUNICATIONS, INC.
	 	SPRINT CONNECT LLC
	 	SPRINT CORPORATION, a Delaware corporation
	 	SPRINT CORPORATION, a Kansas corporation
	 	SPRINT CORPORATION, a Missouri corporation
	 	SPRINT EBUSINESS, INC.
	 	SPRINT ENTERPRISE MOBILITY, LLC
	 	SPRINT ENTERPRISE NETWORK SERVICES, INC.
	 	SPRINT EWIRELESS, INC., each as a Guarantor


   

  	 	By:	/s/ Johannes Thorsteinsson	 
	 	 	Name:	Johannes Thorsteinsson	 
	 	 	Title:	Senior Vice President, Treasury & Treasurer	 


   

  [Eleventh Supplemental Indenture]

   

  
     

    
      
 

  

  	 	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
	 	THEORY MOBILE, INC.
	 	T-MOBILE CENTRAL 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 
	 	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., each as a Guarantor


   

  	 	By:	/s/ Johannes Thorsteinsson	 
	 	 	Name:	Johannes Thorsteinsson	 
	 	 	Title:	Senior Vice President, Treasury & Treasurer	 


   

  [Eleventh Supplemental Indenture]

   

  
     

    
      
 

  

  	 	SPRINTCOM, INC.
	 	SPRINT SPECTRUM L.P.
	 	T-MOBILE FINANCIAL LLC
	 	T-MOBILE LEASING LLC, each as a Guarantor


   

  	 	By:	/s/ Johannes Thorsteinsson	 
	 	 	Name:	Johannes Thorsteinsson	 
	 	 	Title:	Assistant Treasurer 	 


   

  [Eleventh 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:	Vice President


   

  [Eleventh Supplemental Indenture]