Third Supplemental Indenture



 Exhibit 10.19(d) 

THIRD SUPPLEMENTAL INDENTURE 
 THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of December 23, 2010, among MetroPCS Networks, LLC, a Delaware limited liability company (formerly known
as Royal Street Communications, LLC), MetroPCS Networks California, LLC, a Delaware limited liability company (formerly known as Royal Street Communications California, LLC), MetroPCS Networks Florida, LLC, a Delaware limited liability company
(formerly known as Royal Street Communications Florida, LLC) (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of MetroPCS Wireless, Inc., a Delaware corporation (the “Company”), the Company, the
other Guarantors (as defined in the Supplemental Indenture referred to herein) and Wells Fargo Bank, N.A., as trustee under the Supplemental Indenture referred to below (the “Trustee”). 

W I T N E S S E T H 
 WHEREAS, the Company has heretofore executed the Indenture, dated as of September 21, 2010 (the “Base Indenture”), among the Company, the Guarantors party thereto (the
“Existing Guarantors”) and the Trustee, as amended and supplemented by the First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),
dated as of September 21, 2010, among the Company, the Existing Guarantors and the Trustee, providing for the issuance of the Company’s
7 7/8% Senior Notes due 2018 (the
“Notes”); 
 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 and the Indenture on
the terms and conditions set forth herein (the “Note Guarantee”); and 
 WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Third 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 Supplemental Indenture, including but not limited to Article 10 thereof. 

3.        NO RECOURSE AGAINST OTHERS.
No past, present or future director, officer, member, manager, partner, employee, incorporator, stockholder or agent of any 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 Third 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 THIRD 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 Third 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 Third 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. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed and attested, all as of the date first above written. 
 Dated: December 23, 2010 

 

					
	 METROPCS NETWORKS, LLC

	 METROPCS NETWORKS CALIFORNIA, LLC 

	 METROPCS NETWORKS FLORIDA, LLC

		
	 By:
	 	 /s/ Roger D. Linquist

		 	 Name:
	 	 Roger D. Linquist

		 	 Title:
	 	 President and Chief Executive Officer

	
	 METROPCS WIRELESS, INC.

		
	 By:
	 	 /s/ Roger D. Linquist

		 	 Name:
	 	 Roger D. Linquist

		 	 Title:
	 	 President and Chief Executive Officer

	
	 METROPCS AWS, LLC

	 METROPCS CALIFORNIA, LLC

	 METROPCS COMMUNICATIONS, INC.

	 METROPCS FLORIDA, LLC

	 METROPCS GEORGIA, LLC

	 METROPCS, INC.

	 METROPCS MASSACHUSETTS, LLC

	 METROPCS MICHIGAN, INC.

	 METROPCS NEVADA, LLC

	 METROPCS NEW YORK, LLC

	 METROPCS PENNSYLVANIA, LLC

	 METROPCS TEXAS, LLC

	 METROPCS 700 MHz, LLC

		
	 By:
	 	 /s/ Roger D. Linquist

		 	 Name:
	 	 Roger D. Linquist

		 	 Title:
	 	 President and Chief Executive Officer

	
	 WELLS FARGO BANK, N.A.,

		 	 as Trustee

		
	 By:
	 	 /s/ Lynn M. Steiner

		 	 Name:
	 	 Lynn M. Steiner

		 	 Title:
	 	 Vice President




Signature Page to Third Supplemental Indenture