0001193125-13-193449 Sample Contracts

CREDIT AGREEMENT Dated as of May 1, 2013 among T-MOBILE USA, INC., as Borrower, DEUTSCHE TELEKOM AG, as a Lender, the other Lenders party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Credit Agreement • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

CREDIT AGREEMENT, dated as of May 1, 2013, by and among T-MOBILE USA, INC., a Delaware corporation (the “Borrower”), DEUTSCHE TELEKOM AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany (“DT”), as the initial Lender, the other Lenders party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”).

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STOCKHOLDER’S AGREEMENT by and between DEUTSCHE TELEKOM AG and METROPCS COMMUNICATIONS, INC. DATED AS OF APRIL 30, 2013
Stockholder Agreement • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • Delaware

STOCKHOLDER’S AGREEMENT, dated as of April 30, 2013 (this “Agreement”), by and between DEUTSCHE TELEKOM AG, an Aktiengesellschaft organized and existing under the Laws of the Federal Republic of Germany (the “Stockholder”), and METROPCS COMMUNICATIONS, INC., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in that certain Business Combination Agreement, dated as of October 3, 2012 (the “Business Combination Agreement”), by and among the Stockholder, the Company, T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH (“Holding”), and T-Mobile USA, Inc. (“TMUS”).

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EMPLOYMENT TERMS FOR CHIEF FINANCIAL OFFICER OF T-MOBILE US, Inc. (Post-Close) BRAXTON CARTER
Employment Agreement • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications

This offer letter confirms our understanding and agreement about your role and compensation opportunities with T-Mobile following the Closing. DT will use its reasonable best efforts to cause the terms of this offer letter to be approved as soon as practicable following the Closing by T-Mobile’s compensation committee or board (referred to in this letter as the “Compensation Committee”). The terms of this offer letter are conditioned on such approval. In addition, this offer letter is conditioned on the Closing. If the Closing does not occur, this offer letter will be automatically canceled and void.

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T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO INDENTURE Dated as of April 28, 2013 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee
Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

INDENTURE (this “Base Indenture”), dated as of April 28, 2013, between T-Mobile USA, Inc., a Delaware corporation, the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of [date], by and among T-Mobile US, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.464% SENIOR NOTES DUE 2019 SIXTH SUPPLEMENTAL INDENTURE Dated as of April 28, 2013 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee
Sixth Supplemental Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of April 28, 2013 (the “Issue Date”), among T-Mobile USA, Inc., a Delaware corporation, the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

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T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO SENIOR RESET NOTES DUE 2020 SECOND SUPPLEMENTAL INDENTURE Dated as of April 28, 2013 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee
Second Supplemental Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of April 28, 2013 (the “Issue Date”), among T-Mobile USA, Inc., a Delaware corporation, the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

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T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO SENIOR RESET NOTES DUE 2019 FIRST SUPPLEMENTAL INDENTURE Dated as of April 28, 2013 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee
First Supplemental Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of April 28, 2013 (the “Issue Date”), among T-Mobile USA, Inc., a Delaware corporation, the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

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T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.633% SENIOR NOTES DUE 2021 EIGHTH SUPPLEMENTAL INDENTURE Dated as of April 28, 2013 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee
Eighth Supplemental Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as of April 28, 2013 (the “Issue Date”), among T-Mobile USA, Inc., a Delaware corporation, the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

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Seventh Supplemental Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

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”).

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T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.542% SENIOR NOTES DUE 2020 SEVENTH SUPPLEMENTAL INDENTURE Dated as of April 28, 2013 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee
Seventh Supplemental Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of April 28, 2013 (the “Issue Date”), among T-Mobile USA, Inc., a Delaware corporation, the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

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T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO SENIOR RESET NOTES DUE 2021 THIRD SUPPLEMENTAL INDENTURE Dated as of April 28, 2013 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee
Third Supplemental Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of April 28, 2013 (the “Issue Date”), among T-Mobile USA, Inc., a Delaware corporation, the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

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Fourth Supplemental Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Fourth 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 Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).

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OFFER LETTER FOR SVP, HUMAN RESOURCES OF METROPCS (Post-Close) TOM CURRIER April 30, 2013
Offer Letter • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications

This offer letter confirms our understanding and agreement about your role and compensation with MetroPCS Texas, LLC (“Metro Texas”), a wholly-owned subsidiary of T-Mobile, immediately following the Closing.

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Supplemental Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”), dated as of May 1, 2013, among T-Mobile USA, Inc. (the “Company”), the new Guarantors party hereto (the “New Guarantors”), the existing Guarantors party hereto (the “Existing Guarantors”), and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).

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T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO SENIOR RESET NOTES DUE 2022 FOURTH SUPPLEMENTAL INDENTURE Dated as of April 28, 2013 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee
Fourth Supplemental Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of April 28, 2013 (the “Issue Date”), among T-Mobile USA, Inc., a Delaware corporation, the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

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T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO SENIOR RESET NOTES DUE 2023 FIFTH SUPPLEMENTAL INDENTURE Dated as of April 28, 2013 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee
Fifth Supplemental Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of April 28, 2013 (the “Issue Date”), among T-Mobile USA, Inc., a Delaware corporation, the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

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NOTEHOLDER AGREEMENT by and between DEUTSCHE TELEKOM AG and T-MOBILE USA, INC. DATED AS OF APRIL 28, 2013
Noteholder Agreement • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

NOTEHOLDER AGREEMENT, dated as of April 28, 2013 (this “Agreement”), by and between DEUTSCHE TELEKOM AG, an Aktiengesellschaft organized and existing under the Laws of the Federal Republic of Germany (“DT”), and T-MOBILE USA, INC., a Delaware corporation (the “Company”, as further defined below).

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T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.731% SENIOR NOTES DUE 2022 NINTH SUPPLEMENTAL INDENTURE Dated as of April 28, 2013 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee
Ninth Supplemental Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

NINTH SUPPLEMENTAL INDENTURE (this “Ninth Supplemental Indenture”), dated as of April 28, 2013 (the “Issue Date”), among T-Mobile USA, Inc., a Delaware corporation, the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

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License Agreement between
License Agreement • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications

DT has developed a group branding strategy with a joint corporate identity, a joint corporate design, a standardized market appearance and a standardized trademark image. Several of the designations licensed under this Agreement represent the corporate identity of the DT group of companies.

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T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.836% SENIOR NOTES DUE 2023 TENTH SUPPLEMENTAL INDENTURE Dated as of April 28, 2013 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee
Tenth Supplemental Indenture • May 2nd, 2013 • T-Mobile US, Inc. • Radiotelephone communications • New York

TENTH SUPPLEMENTAL INDENTURE (this “Tenth Supplemental Indenture”), dated as of April 28, 2013 (the “Issue Date”), among T-Mobile USA, Inc., a Delaware corporation, the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

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