EX-4.15



 Exhibit 4.15 
 SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of May 1, 2013, among T-Mobile USA, Inc. (“TMUS”), the new Guarantors party hereto
(the “New Guarantors”), the existing Guarantors party hereto (the “Existing Guarantors”), and Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”). 

W I T N E S S E T H: 
 WHEREAS, MetroPCS Wireless, Inc. (the “Company”) has heretofore executed and delivered to the Trustee an Indenture (the “Base Indenture”), dated as of September 21,
2010, among the Company, the Guarantors party thereto and the Trustee, as amended and supplemented in respect of the Company’s
7 7/8% Senior Notes due 2018 (the “2018 Notes”) by the First Supplemental Indenture thereto dated as of September 21, 2010 (the “First Supplemental Indenture”), the Third
Supplemental Indenture thereto dated as of December 23, 2010 (the “Third Supplemental Indenture”), and the Fifth Supplemental Indenture thereto dated as of December 14, 2012 (the “Fifth Supplemental
Indenture”), and as amended and supplemented in respect of the Company’s 7 7/8% Senior Notes due 2020 (the “2020 Notes”, together with the 2018 Notes, the “Notes”) by
the Second Supplemental Indenture thereto dated as of November 17, 2010 (the “Second Supplemental Indenture”), the Fourth Supplemental Indenture thereto dated as of December 23, 2010 (the “Fourth Supplemental
Indenture”), and the Sixth Supplemental Indenture thereto dated as of December 13, 2012 (the “Sixth Supplemental Indenture”; the Base Indenture, as amended and supplemented in respect of the 2020 Notes by the Second
Supplemental Indenture, the Fourth Supplemental Indenture and the Sixth Supplemental Indenture thereto, and as amended and supplemented in respect of the 2018 Notes by the First Supplemental Indenture, the Third Supplemental Indenture and the Fifth
Supplemental Indenture thereto, the “Indenture”), each among the Company, the Guarantors party thereto and the Trustee; 
 WHEREAS, Sections 5.01 and 9.01 of the Indenture provide that TMUS (as the “Company” under the Indenture) may execute and deliver to the Trustee a supplemental indenture pursuant to which TMUS
assumes the payment of the principal of and any premium and interest on the Notes and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; 

WHEREAS, Section 4.17 of the Indenture provides that under certain circumstances TMUS (as the “Company” under the
Indenture) is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each of the New Guarantors shall become a Guarantor of the applicable Notes on the terms and conditions set forth
herein; and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, TMUS, the Existing Guarantors and the New
Guarantors are authorized to execute and deliver this Seventh Supplemental Indenture; 
 NOW THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, TMUS, the New Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows: 







 1.    Defined Terms. As used in this Seventh 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 Seventh Supplemental
Indenture refer to this Seventh Supplemental Indenture as a whole and not to any particular section hereof. 

2.    Agreement to Assume Obligations. TMUS hereby assumes the principal of, and any premium and interest on,
the Notes and the performance or observance of every covenant of the Indenture on the part of the Company to be performed or observed on the terms and subject to the conditions set forth in the Indenture. 

3.    Agreement to Guarantee. The New Guarantors hereby agree, jointly and severally, to unconditionally
guarantee the obligations of TMUS (as the “Company” under the Indenture) 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. 

4.    Notices. All notices or other communications to TMUS and the New Guarantors shall be given as provided
in Section 12.02 of the Indenture; in accordance with Section 12.02 of the Base Indenture, notice is hereby given to the parties hereto that notices to TMUS (as the “Company” under the Indenture) and to all Guarantors under the
Indenture (including, without limitation, the New Guarantors) shall be sent to: 
 T-Mobile USA, Inc. 

12920 SE 38th Street 
 Bellevue, Washington 98006 
 Attention: General Counsel 

Fax: (425) 383-7040 
 5.    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. 

6.    Substitution of Successor. Upon execution of this Seventh Supplemental Indenture, TMUS will succeed to,
and be substituted for the Company as the “Company” under the Indenture and may exercise every right and power of the Company under the Indenture with the same effect as if TMUS had been so named therein. 

7.    Governing Law. THIS SEVENTH SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK. 
 8.    The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantors and TMUS. 

9.    Counterpart Originals. This Seventh 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 Seventh Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery
of this Seventh Supplemental Indenture as to the parties hereto and may be used in lieu of the original Seventh 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. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. 

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

[Signatures on following page] 







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

					
	T-MOBILE USA, INC.
		
	By:	 	/s/ David A. Miller
		 	 Name:  
	 	David A. Miller
		 	 Title:    
	 	Executive Vice President, General Counsel, and Secretary



  
 [Signature
Page — Seventh Supplemental Indenture] 








 
					
	T-MOBILE US, INC.
		
	By:	 	/s/ J. Braxton Carter
		 	 Name:  
	 	J. Braxton Carter
		 	 Title:    
	 	Executive Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer



  
 [Signature
Page — Seventh Supplemental Indenture] 








 
					
	 COOK INLET/VS GSM IV PCS HOLDINGS, LLC
 GSV 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 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 NETWORK NEWCO,
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.
 WALLC LICENSE, LLC

WIRELESS ALLIANCE, LLC

		
	By:	 	/s/ David A. Miller
		 	 Name:  
	 	David A. Miller
		 	 Title:    
	 	Authorized Person of each of the above named entities


  
  

  
 [Signature
Page — Seventh Supplemental Indenture] 








 
					
	 METROPCS AWS, LLC

METROPCS CALIFORNIA, LLC
 METROPCS FLORIDA,
LLC
 METROPCS GEORGIA, LLC
 METROPCS
MASSACHUSETTS, LLC
 METROPCS MICHIGAN, INC.
 METROPCS NEVADA, LLC
 METROPCS NEW YORK, LLC

METROPCS PENNSYLVANIA, LLC
 METROPCS TEXAS,
LLC
 METROPCS 700 MHz, LLC
 METROPCS
NETWORKS, LLC
 METROPCS NETWORKS CALIFORNIA, LLC
 METROPCS NETWORKS FLORIDA, LLC

		
	By:	 	/s/ J. Braxton Carter
		 	 Name:  
	 	J. Braxton Carter
		 	 Title:    
	 	Executive Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer



  
 [Signature
Page — Seventh Supplemental Indenture] 








 
			
	WELLS FARGO BANK, N.A., as Trustee
		
	By:	 	/s/ Lynn M. Steiner
		 	 Name:  Lynn M. Steiner

		 	 Title:    Vice President



  
  
  

 

  
 [Signature
Page — Seventh Supplemental Indenture]