Exhibit




Exhibit 4.1
SEVENTH SUPPLEMENTAL INDENTURE
SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of September 28, 2015, among T-Mobile Leasing LLC (the “Guaranteeing Subsidiary”) (or its permitted successor), 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 National Trust Company, 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”; 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, and the Sixth Supplemental Indenture, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary 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 Seventh 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 Subsidiary 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 Subsidiary hereby agrees 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 Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Seventh 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 SEVENTH SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
5.    COUNTERPARTS.  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.
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 Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
[Signatures on following page]

2






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


	
				
	 
	T-MOBILE LEASING LLC

	 
	 
	 
	 

	 
	BY:
	/s/ J. Braxton Carter

	 
	 
	Name:
	J. Braxton Carter

	 
	 
	Title:
	Executive Vice President and

	 
	 
	 
	Chief Financial Officer




	
				
	 
	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





























[Seventh 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 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









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








	
			
	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

	 
	 
	 

	 
	BY:                                                                                    
	/s/ Carol Ng

	 
	 
	Authorized Signatory

	 
	 
	 

	 
	BY:                                                                                    
	/s/ Deirdra N. Ross

	 
	 
	Authorized Signatory





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