Supplemental Indenture

Ninth Supplemental Indenture


EXHIBIT 4.2
EXECUTION VERSION
NINTH SUPPLEMENTAL INDENTURE (this “Ninth Supplemental Indenture”), dated as of August 11, 2014, among T-Mobile Financial LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of T-Mobile USA, Inc., a Delaware corporation (“T-Mobile”), T-Mobile, as successor to MetroPCS Wireless, Inc., a Delaware corporation (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 Wells Fargo Bank, N.A., 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 September 21, 2010 (the “Base Indenture”), 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 dated as of September 21, 2010 (the “First Supplemental Indenture”), the Third Supplemental Indenture dated as of December 23, 2010 (the “Third Supplemental Indenture”), the Fifth Supplemental Indenture dated as of December 14, 2012 (the “Fifth Supplemental Indenture”) and the Seventh Supplemental Indenture dated as of May 1, 2013 (the “Seventh Supplemental Indenture”), and as amended and supplemented in respect of the Company’s 6 5/8% Senior Notes due 2020 (together with the 2018 Notes, the “Notes”) by the Second Supplemental Indenture dated as of November 17, 2010 (the “Second Supplemental Indenture”), the Fourth Supplemental Indenture dated as of December 23, 2010 (the “Fourth Supplemental Indenture”), the Sixth Supplemental Indenture dated as of December 13, 2012 (the “Sixth Supplemental Indenture”), the Seventh Supplemental Indenture dated as of May 1, 2013 (the “Seventh Supplemental Indenture”), and the Eighth Supplemental Indenture dated as of July 15, 2013 (the “Eighth Supplemental Indenture”; the Base Indenture, as amended and supplemented in respect of the 2020 Notes by the Second Supplemental Indenture, the Fourth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, and the Eighth Supplemental Indenture, and as amended and supplemented in respect of the 2018 Notes by the First Supplemental Indenture, the Third Supplemental Indenture, the Fifth Supplemental Indenture, the Seventh Supplemental Indenture, and the Eighth Supplemental Indenture, the “Indenture”), each among the Company, the Guarantors party thereto and the Trustee;
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 on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the First Supplemental Indenture as heretofore amended and supplemented and Section 9.01 of the Second Supplemental Indenture as heretofore amended and supplemented, the Trustee is authorized to execute and deliver this Ninth 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 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 on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article X thereof.
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 Ninth 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 NINTH 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 Ninth 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.

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7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Ninth 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]



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

[Ninth Supplemental Indenture to Indenture dated as of September 21, 2010]




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 NETWORKS, 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 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

[Ninth Supplemental Indenture to Indenture dated as of September 21, 2010]





WELLS FARGO BANK, N.A.,
as Trustee
By:    /S/ Authorized Signatory        
    Authorized Signatory


[Ninth Supplemental Indenture to Indenture dated as of September 21, 2010]