Exhibit 4.4

   

   

  

  	
           

          T-MOBILE USA, INC.

           

          and

           

          T-MOBILE US, INC.

           

          and

           

          EACH OF THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO

           

        
	
           

          2.050% SENIOR SECURED NOTES DUE 2028

           

          TENTH 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 Tenth Supplemental Indenture	3
	 	Section 3.02	Governing Law	3
	 	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.	4
	 	Section 3.09	Beneficiaries of this Tenth 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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  TENTH SUPPLEMENTAL INDENTURE (this “Tenth 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 an Eighth Supplemental Indenture, dated as of June 24, 2020 (the “Eighth
      Supplemental Indenture”) to the Base Indenture (the Base Indenture, as amended and supplemented from time to time, including pursuant to the Eighth Supplemental Indenture, being referred to herein as the “Original Indenture,” and as
    further amended and supplemented by this Tenth Supplemental Indenture, being referred to herein as the “Indenture”) establishing the terms of the Issuer’s 2.050% Senior Secured Notes due 2028 (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 $1,250,000,000 on June 24, 2020 (the “Existing Notes”);

   

  WHEREAS, under Section 2.03 of the Eighth 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 $500,000,000 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 Tenth 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 Tenth Supplemental Indenture, the definition in this Tenth 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
	“Eighth Supplemental Indenture”	Recitals
	“Guarantors”	Recitals
	“Indenture”	Recitals
	“Issuer”	Recitals
	 “Parent”	Recitals
	“Tenth Supplemental Indenture”	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”;

   

  (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;

   

  
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  (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 Eighth 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 $500,000,000;

   

  (b)           The Additional Notes issued on the Additional Notes Issue Date will be
    issued at an issue price of 102.659% 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 Tenth Supplemental Indenture.

   

  (a)           This Tenth 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 Tenth 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 Tenth 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 Tenth Supplemental Indenture.

   

  Section 3.02          Governing
    Law.

   

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

   

  
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  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 TENTH SUPPLEMENTAL INDENTURE.

   

  Section 3.04          No Adverse
    Interpretation of Other Agreements.

   

  Subject to Section 3.01, this Tenth 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 Tenth Supplemental Indenture.

   

  Section 3.05          Successors.

   

  All agreements of the Issuer in this Tenth Supplemental Indenture and the Additional Notes will bind its successors. All agreements of the Trustee in this Tenth
    Supplemental Indenture will bind its successors. All agreements of each Guarantor in this Tenth 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 Tenth 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 Tenth 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 Tenth Supplemental Indenture and of signature pages by electronic (including PDF) transmission shall constitute
    effective execution and delivery of this Tenth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Tenth 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.

   

  Section 3.08          Table of
    Contents, Headings, etc.

   

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

   

  
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  Section 3.09          Beneficiaries

    of this Tenth Supplemental Indenture.

   

  Nothing in this Tenth 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 Tenth 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 Tenth 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 Tenth 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 Tenth 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 Tenth 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	 


   

  [Tenth 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	 


   

  [Tenth 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	 


   

  [Tenth 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	 


   

  [Tenth 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	 


   

  [Tenth 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 	 


   

  [Tenth 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


   

  [Tenth Supplemental Indenture]