T-MOBILE USA, INC. Underwriting AgreementT-Mobile US, Inc. • January 25th, 2018 • 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”), $1,000,000,000 aggregate principal amount of its 4.500% Senior Notes due 2026 (the “2026 Notes”) and $1,500,000,000 aggregate principal amount of its 4.750% Senior Notes due 2028 (the “2028 Notes” and, together with the 2026 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 2026 Notes to be dated as of January 25, 2018 (the “2026 Supplemental Indenture”) and (b) supplemental indenture with respect to the 2028 Notes to be dated as of January 25, 2018 (the “2028 Supplemental Indenture” and, together with the 2026 Supplemental Indenture, the “Supplemental Indentures” a
T-MOBILE USA, INC. $1,000,000,000 4.500% Senior Notes due 2026 $1,500,000,000 4.750% Senior Notes due 2028 Purchase AgreementT-Mobile US, Inc. • January 25th, 2018 • Radiotelephone communications • New York
T-Mobile USA, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Deutsche Telekom AG (the “Purchaser”) $1,000,000,000 principal amount of its 4.500% Senior Notes due 2026-1 (the “2026 Notes”) and $1,500,000,000 principal amount of its 4.750% Senior Notes due 2028-1 (the “2028 Notes”). The 2026 Notes and the 2028 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 2026 Notes and the 2028 Notes, each to be dated as of the Closing Date (as defined below) and substantially containing the terms and conditions set forth in the Description of Notes attached hereto as Exhibit A (the “Description of Notes”) to be executed in form and substance satisfactory to the parties
T-MOBILE USA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 4.750% SENIOR NOTES DUE 2028 THIRTY-THIRD SUPPLEMENTAL INDENTURE Dated as of January 25, 2018 DEUTSCHE BANK TRUST COMPANY AMERICAS as TrusteeT-Mobile US, Inc. • January 25th, 2018 • Radiotelephone communications • New York
THIRTY-THIRD SUPPLEMENTAL INDENTURE (this “Thirty-Third Supplemental Indenture”), dated as of January 25, 2018 (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.
