T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.125% SENIOR NOTES DUE 2025 TWENTY-FOURTH SUPPLEMENTAL INDENTURE Dated as of March 16, 2017 DEUTSCHE BANK TRUST COMPANY AMERICAS as TrusteeT-Mobile US, Inc. • March 16th, 2017 • Radiotelephone communications • New York
TWENTY-FOURTH SUPPLEMENTAL INDENTURE (this “Twenty-Fourth Supplemental Indenture”), dated as of March 16, 2017 (the “Series Issue Date”), among T-Mobile USA, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.
T-MOBILE USA, INC. Underwriting AgreementT-Mobile US, Inc. • March 16th, 2017 • Radiotelephone communications • New York
T-Mobile USA, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $500,000,000 aggregate principal amount of its 4.000% Senior Notes due 2022 (the “2022 Notes”), $500,000,000 aggregate principal amount of its 5.125% Senior Notes due 2025 (the “2025 Notes”) and $500,000,000 aggregate principal amount of its 5.375% Senior Notes due 2027 (the “2027 Notes” and, together with the 2022 Notes and the 2025 Notes, the “Notes” and, together with the Guarantees (as defined below), the “Securities”). The Securities will be issued under the Indenture, dated as of April 28, 2013 (the “Base Indenture”), and a (a) supplemental indenture with respect to the 2022 Notes to be dated as of March 16, 2017 (the “2022 Supplemental Indenture”), (b) supplemental indenture with respect to the 2025 Notes to be dated as of March 16, 2017 (the “2025 Sup
T-MOBILE USA, INC. $1,000,000,000 4.000% Senior Notes due 2022 $1,250,000,000 5.125% Senior Notes due 2025 $1,250,000,000 5.375% Senior Notes due 2027 Purchase AgreementT-Mobile US, Inc. • March 16th, 2017 • Radiotelephone communications • New York
T-Mobile USA, Inc., a Delaware corporation (“Company”), proposes to issue and sell to Deutsche Telekom AG (the “Purchaser”) $1,000,000,000 principal amount of its 4.000% Senior Notes due 2022 (the “2022 Notes”), $1,250,000,000 principal amount of its 5.125% Senior Notes due 2025 (the “2025 Notes”), $750,000,000 principal amount of its 5.375% Senior Notes due 2027 (the “Initial 2027 Notes”) and $500,000,000 principal amount of its 5.375% Senior Notes due 2027 (the “Subsequent 2027 Notes” and, together with the Initial 2027 Notes, the “2027 Notes”). The 2022 Notes, the 2025 Notes and the 2027 Notes are collectively referred to herein as the “Notes”; and the Notes together with the Guarantees (as defined below) are, together, referred to herein as the “Securities”. The Securities will be issued under the Indenture, dated as of April 28, 2013 (as previously amended, the “Base Indenture”), and a supplemental indenture with respect to each of the 2022 Notes, the 2025 Notes, the Initial 2027
T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 4.000% SENIOR NOTES DUE 2022 TWENTY-THIRD SUPPLEMENTAL INDENTURE Dated as of March 16, 2017 DEUTSCHE BANK TRUST COMPANY AMERICAS as TrusteeIndenture • March 16th, 2017 • T-Mobile US, Inc. • Radiotelephone communications • New York
TWENTY-THIRD SUPPLEMENTAL INDENTURE (this “Twenty-Third Supplemental Indenture”), dated as of March 16, 2017 (the “Series Issue Date”), among T-Mobile USA, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.
