EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 4, dated as of July 25, 2017 (this “Agreement”), to the Term Loan Credit Agreement dated as of
November 9, 2015 (the “Original Credit Agreement”) (as amended by that certain First Incremental Facility Amendment dated as of December 29, 2016, as further amended by that certain Second Incremental Facility
Amendment dated as of January 25, 2017, as further amended by Amendment No. 1 to the Term Loan Credit Agreement dated as of January 25, 2017, as further amended by that certain Amendment No. 2 to the Term Loan Credit Agreement
dated as of January 25, 2017, as further amended by that certain Amendment No. 3 to the Term Loan Credit Agreement dated as of March 28, 2017, and as amended, supplemented or otherwise modified through the date hereof,
the “Credit Agreement”), among T-Mobile USA, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities
from time to time parties thereto as lenders and Deutsche Bank AG, New York Branch, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”). 

A.    WHEREAS, Deutsche Telekom AG (“DT”), the Borrower, the Guarantors (as defined in the Credit
Agreement) and the Administrative Agent have entered into a First Incremental Facility Amendment dated as of December 29, 2016 and into a Second Incremental Facility Amendment dated as of January 25, 2017. 

B.    WHEREAS, DT is the only Lender under the Credit Agreement. 

C.    WHEREAS, Section 2.12(e) of the Original Credit Agreement provided for a prepayment premium of 1.00% to be
payable prior to the date that was six months after the Closing Date upon the Borrower (i) making a repayment, prepayment, purchase or buyback of Senior Lien Term Loans in connection with any Repricing Event or (ii) effecting any amendment
of the Original Credit Agreement resulting in a Repricing Event. 
 D.    WHEREAS, the Borrower and DT now desire to
amend the Credit Agreement to include a prepayment premium of 1.00% becoming payable upon the Borrower (i) making a repayment, prepayment, purchase or buyback of Second Amendment Incremental Term Loans in connection with any Repricing Event or
(ii) effecting any amendment of the Credit Agreement resulting in a Repricing Event prior to a date that is six months after the date hereof. 

E.    WHEREAS, FURTHER, the Borrower and DT agree that the Applicable Margin for Eurodollar Loans in relation to the
Second Amendment Incremental Term Loans provided by DT shall be 2.00% from (and including) the date hereof. 
 NOW, THEREFORE, in
consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 

SECTION 1. Definitions. Capitalized terms used but not defined in this Agreement have the meanings assigned thereto in the Credit
Agreement. The provisions of Section 1.2 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis. 







 SECTION 2. Amendments to the Credit Agreement. The Credit Agreement is hereby amended as
follows: 
 Section 1.1 (Defined Terms) of the Credit Agreement is hereby amended by replacing the definition of the term
“Applicable Margin” which shall instead read as follows: 
 “Applicable Margin”: (a) with respect to First
Amendment Incremental Term Loans, a rate per annum equal to (i) for ABR Loans, 1.00%, and (ii) for Eurodollar Loans, 2.00% and (b) with respect to Second Amendment Incremental Term Loans, a rate per annum equal to (i) for ABR
Loans, 1.00%, and (ii) for Eurodollar Loans, 2.00%. 
 Section 1.1 (Defined Terms) of the Credit Agreement is hereby amended
by replacing the definition of the term “Repricing Event” which shall instead read as follows: 
 “Repricing
Event”: (a) any prepayment, repayment, refinancing, substitution or replacement of all or a portion of the Second Amendment Incremental Term Loans with the proceeds of, or any conversion of Second Amendment Incremental Term Loans into, any
new or replacement debt financing (including new Term Loans under this Agreement) bearing interest with an all-in yield (as reasonably determined by the Administrative Agent in consultation with the Borrower
and taking into account interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (A) the Weighted Average Life to Maturity of such term loans and
(B) four years), but excluding any bona fide arrangement, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared ratably with all lenders or holders of such debt financing in their capacities as
lenders or holders of such debt financing) less than the all-in yield applicable to the Second Amendment Incremental Term Loans (determined on the same basis as provided in the preceding parenthetical) and
(b) any amendment (including pursuant to a replacement term loan as contemplated by Section 9.2) to the Second Amendment Incremental Term Loans or any tranche thereof, in each case of clauses (a) and (b) above, if the primary purpose
of such prepayment, repayment, refinancing, substitution, replacement or amendment (as reasonably determined by the Administrative Agent in consultation with the Borrower) is to lower the all-in yield
applicable to such Second Amendment Incremental Term Loans (as determined on the same basis as provided in clause (a)). It is understood that “Repricing Events” shall not include any repayment, prepayment or refinancing of all or a portion
of Second Amendment Incremental Term Loans in connection with a Change of Control or a Major Acquisition. 
 Section 2.3 of the
Credit Agreement is hereby amended by amending the last two sentences thereof by (a) deleting the phrase “Senior Lien” wherever it appears therein and (b) replacing the phrase “the preceding sentence” with “this
Section 2.3.” 
 Section 2.12(e) of the Credit Agreement is hereby substituted by the following: 

“In the event that, prior to the date that is six months after July 25, 2017, the Borrower (i) makes any repayment, prepayment,
purchase or buyback of Second Amendment Incremental Term Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the 

  
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Borrower shall pay to the Administrative Agent on the date of effectiveness of such Repricing Event, for the ratable account of each of the applicable Second Amendment Incremental Term Loan
Lenders (x) in the case of clause (i), a prepayment premium of 1.00% of the aggregate principal amount of the Second Amendment Incremental Term Loans so being prepaid, repaid or purchased and (y) in the case of clause (ii), an amount equal
to 1.00% of the aggregate principal amount of the Second Amendment Incremental Term Loans, that are the subject of such Repricing Event and outstanding immediately prior to such amendment.” 

SECTION 3. Acknowledgement. It is acknowledged and agreed by all parties hereto that (i) the current Interest Period with respect
to the outstanding Second Amendment Incremental Term Loans ends on August 21st, 2017, (ii) the Applicable Margin for the Second Amendment Incremental Term Loans shall be (x) 2.25% from (and including) July 19th, 2017 through (but excluding) the date
of this Amendment and (y) 2.00% from (and including) the date of this Amendment through (but excluding) August 21st, 2017 (computed on the basis of a year of 360 days) and (iii) the Borrower shall not be required to deliver an Interest Election
Request (or any other notice) to the Administrative Agent in order to implement the repricing of the Second Amendment Incremental Term Loans contemplated herein. 

SECTION 4. Effect of this Agreement. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan
Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
This Agreement shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the effective date of this Agreement, any reference to the Credit Agreement shall mean the Credit
Agreement as modified hereby. 
 SECTION 5. Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages
hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each
Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it
is party, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the
benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement
(a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral
Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other 

  
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action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by
the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party. 

SECTION 6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission (e.g., “PDF” or “TIFF”) of an executed counterpart of a signature page to this Agreement shall be effective
as delivery of an original executed counterpart of this Agreement. 
 SECTION 7. Headings. Section headings used herein are for
convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

SECTION 8. Governing Law; Jurisdiction, etc. This Agreement shall be construed in accordance with and governed by the laws of the State
of New York. The provisions of Sections 9.9 and 9.10 of the Credit Agreement shall apply to this Agreement, mutatis mutandis. 

[Remainder of page intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

			
	BORROWER:
	
	T-MOBILE USA, INC.
		
	By:	 	 /s/ J. Braxton Carter

	Name:	 	J. Braxton Carter
	Title:	 	Executive Vice President & Chief Financial Officer



  
 [Signature Page to
Amendment No. 4 to the Term Loan Credit Agreement] 









					
		 	GUARANTORS:
		
		 	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 NEW YORK, LLC
		 	METROPCS TEXAS, LLC
		 	METROPCS NEVADA, LLC
		 	METROPCS PENNSYLVANIA, 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 LEASING 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 US, INC.
		 	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 & Chief Financial Officer,

Executive Vice President & Treasurer,

Director or Authorized Person, as applicable



  
 [Signature Page to
Amendment No. 4 to the Term Loan Credit Agreement] 








 
			
	 DEUTSCHE BANK AG, NEW YORK BRANCH,

as Administrative Agent

		
	By:	 	 /s/ Anca Trifan

	Name:	 	Anca Trifan
	Title:	 	Managing Director
		
	By:	 	 /s/ Marcus Tarkington

	Name:	 	Marcus Tarkington
	Title:	 	Director



  
 [Signature Page to
Amendment No. 4 to the Term Loan Credit Agreement] 








 
			
	DEUTSCHE TELEKOM AG,
		
	By:	 	 /s/ Igor Soczynski

	Name:	 	Igor Soczynski
	Title:	 	Vice President Treasury
		
	By:	 	 /s/ Jürgen Kistner

	Name:	 	Jürgen Kistner
	Title:	 	Vice President Group Treasury



  
 [Signature Page to
Amendment No. 4 to the Term Loan Credit Agreement]