FORTY-NINTH SUPPLEMENTAL INDENTURE (this “Forty-Ninth Supplemental Indenture”), dated as of March 30, 2021, among T-Mobile USA, Inc. (the “Company”), the entities listed on Schedule I hereto (the “New Guarantors”), the existing guarantors signatory hereto (the “Existing Guarantors”) and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of April 28, 2013 (the “Base Indenture”) as amended and supplemented with respect to the Company’s (a) 6.000% Senior Notes due 2023 pursuant to the Seventeenth Supplemental Indenture dated as of September 5, 2014, (b) 6.000% Senior Notes due 2024 pursuant to the Twenty-First Supplemental Indenture dated as of November 5, 2015, (c) 4.000% Senior Notes due 2022 pursuant to the Twenty-Third Supplemental Indenture dated as of March 16, 2017, (d) 5.125% Senior Notes due 2025 pursuant to the Twenty-Fourth Supplemental Indenture dated as of March 16, 2017, (e) 5.375% Senior Notes due 2027 pursuant to the Twenty-Fifth Supplemental Indenture dated as of March 16, 2017, (f) 4.000% Senior Notes due 2022 pursuant to the Twenty-Sixth Supplemental Indenture dated as of April 27, 2017, (g) 5.375% Senior Notes due 2027-1 pursuant to the Twenty-Eighth Supplemental Indenture dated as of April 28, 2017, (h) 4.500% Senior Notes due 2026 pursuant to the Thirty-Second Supplemental Indenture dated as of January 25, 2018, (i) 4.750% Senior Notes due 2028 pursuant to the Thirty-Third Supplemental Indenture dated as of January 25, 2018, (j) 4.500% Senior Notes due 2026-1 pursuant to the Thirty-Fifth Supplemental Indenture dated as of April 30, 2018, (k) 4.750% Senior Notes due 2028-1 pursuant to the Thirty-Sixth Supplemental Indenture dated as of April 30, 2018, (l) 2.250% Senior Notes due 2026 pursuant to the Forty-Third Supplemental Indenture dated as of January 14, 2021, (m) 2.625% Senior Notes due 2029 pursuant to the Forty-Fourth Supplemental Indenture dated as of January 14, 2021, (n) 2.875% Senior Notes due 2031 pursuant to the Forty-Fifth Supplemental Indenture dated as of January 14, 2021, (o) 2.625% Senior Notes due 2026 pursuant to the Forty-Sixth Supplemental Indenture dated as of March 23, 2021, (p) 3.375% Senior Notes due 2029 pursuant to the Forty-Seventh Supplemental Indenture dated as of March 23, 2021 and (q) 3.500% Senior Notes due 2031 pursuant to the Forty-Eighth Supplemental Indenture dated as of March 23, 2021, and as amended and supplemented by the Eleventh Supplemental Indenture dated as of May 1, 2013, the Sixteenth Supplemental Indenture dated as of August 11, 2014, the Nineteenth Supplemental Indenture dated as of September 28, 2015, the Thirtieth Supplemental Indenture dated as of May 9, 2017, the Thirty-Fourth Supplemental Indenture dated as of April 26, 2018, the Thirty-Seventh Supplemental Indenture dated as of May 20, 2018, the Thirty-Eighth Supplemental Indenture dated as of December 20, 2018, the Fortieth Supplemental Indenture, dated as of September 27, 2019, the Forty-First Supplemental Indenture, dated as of April 1, 2020 and the Forty-Second Supplemental Indenture, dated as of May 7, 2020 (the Base Indenture as so amended and supplemented, the “Indenture”);

WHEREAS, Section 4.17 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall become Guarantors of the applicable Notes on the terms and conditions set forth herein; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company, the Existing Guarantors and the New Guarantors are authorized to execute and deliver this Forty-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 Company, the New Guarantors, the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the applicable Notes as follows:

1. Defined Terms. As used in this Forty-Ninth Supplemental Indenture, capitalized terms used but not defined herein shall have the meaning set forth in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Forty-Ninth Supplemental Indenture refer to this Forty-Ninth Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Guarantee. The New Guarantors hereby agree to unconditionally guarantee, and the Existing Guarantors hereby affirm their unconditional guarantee of, the Company’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not limited to ARTICLE X thereof.

3. Notices. All notices or other communications to the Company and the New Guarantors shall be given as provided in Section 12.02 of the Indenture.

4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly contemplated hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

5. Governing Law. THIS FORTY-NINTH SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

6 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Forty-Ninth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantors and the Company.

7. Counterpart Originals. This Forty-Ninth Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. The exchange of copies of this Forty-Ninth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Forty-Ninth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Forty-Ninth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF transmission shall be deemed to be their original signatures for all purposes. The parties may sign any number of copies of this Forty-Ninth Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

8. Headings, etc. The headings of the Articles and Sections of this Forty-Ninth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Forty-Ninth Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

T-MOBILE USA, INC.

By:	/s/ Johannes Thorsteinsson
	Name:	Johannes Thorsteinsson
	Title:	Senior Vice President, Treasury & Treasurer

T-MOBILE US, INC.

By:	/s/ Johannes Thorsteinsson
	Name:	Johannes Thorsteinsson
	Title:	Senior Vice President, Treasury & Treasurer

	ALDA WIRELESS HOLDINGS, LLC
	AMERICAN TELECASTING DEVELOPMENT, LLC
	AMERICAN TELECASTING OF ANCHORAGE, LLC
	AMERICAN TELECASTING OF COLUMBUS, LLC
	AMERICAN TELECASTING OF DENVER, LLC
	AMERICAN TELECASTING OF FORT MYERS, LLC
	AMERICAN TELECASTING OF FT. COLLINS, LLC
	AMERICAN TELECASTING OF GREEN BAY, LLC
	AMERICAN TELECASTING OF LANSING, LLC
	AMERICAN TELECASTING OF LINCOLN, LLC
	AMERICAN TELECASTING OF LITTLE ROCK, LLC
	AMERICAN TELECASTING OF LOUISVILLE, LLC
	AMERICAN TELECASTING OF MEDFORD, LLC
	AMERICAN TELECASTING OF MICHIANA, LLC
	AMERICAN TELECASTING OF MONTEREY, LLC
	AMERICAN TELECASTING OF REDDING, LLC
	AMERICAN TELECASTING OF SANTA BARBARA, LLC
	AMERICAN TELECASTING OF SEATTLE, LLC
	AMERICAN TELECASTING OF SHERIDAN, LLC
	AMERICAN TELECASTING OF YUBA CITY, LLC
	APC REALTY AND EQUIPMENT COMPANY, LLC
	ASSURANCE WIRELESS OF SOUTH CAROLINA, LLC
	ASSURANCE WIRELESS USA, L.P.
	ATI SUB, LLC
	BROADCAST CABLE, LLC
	CLEAR WIRELESS LLC
	CLEARWIRE COMMUNICATIONS LLC
	CLEARWIRE HAWAII PARTNERS SPECTRUM, LLC
	CLEARWIRE IP HOLDINGS LLC
	CLEARWIRE LEGACY LLC
	CLEARWIRE SPECTRUM HOLDINGS II LLC
	CLEARWIRE SPECTRUM HOLDINGS III LLC
	CLEARWIRE SPECTRUM HOLDINGS LLC
	CLEARWIRE XOHM LLC
	FIXED WIRELESS HOLDINGS, LLC
	FRESNO MMDS ASSOCIATES, LLC
	IBSV LLC
	KENNEWICK LICENSING, LLC
	L3TV CHICAGOLAND CABLE SYSTEM, LLC
	L3TV COLORADO CABLE SYSTEM, LLC, each as a Guarantor

	By:	/s/ Johannes Thorsteinsson
	Name: Johannes Thorsteinsson
	Title: Senior Vice President, Treasury & Treasurer

	L3TV DALLAS CABLE SYSTEM, LLC
	L3TV DC CABLE SYSTEM, LLC
	L3TV DETROIT CABLE SYSTEM, LLC
	L3TV LOS ANGELES CABLE SYSTEM, LLC
	L3TV MINNEAPOLIS CABLE SYSTEM, LLC
	L3TV NEW YORK CABLE SYSTEM, LLC
	L3TV PHILADELPHIA CABLE SYSTEM, LLC
	L3TV SAN FRANCISCO CABLE SYSTEM, LLC
	L3TV SEATTLE CABLE SYSTEM, LLC
	LAYER3 TV, 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 NEVADA, LLC
	METROPCS NEW YORK, LLC
	METROPCS PENNSYLVANIA, LLC
	METROPCS TEXAS, LLC
	MINORCO, LLC
	NEXTEL COMMUNICATIONS OF THE MID-ATLANTIC, INC.
	NEXTEL OF NEW YORK, INC.
	NEXTEL RETAIL STORES, LLC
	NEXTEL SOUTH CORP.
	NEXTEL SYSTEMS, LLC
	NEXTEL WEST CORP.
	NSAC, LLC
	PCTV GOLD II, LLC
	PCTV SUB, LLC
	PEOPLE’S CHOICE TV OF HOUSTON, LLC
	PEOPLE’S CHOICE TV OF ST. LOUIS, LLC
	PRWIRELESS PR, LLC
	PUSHSPRING, INC.
	SFE 1, LLC
	SIHI NEW ZEALAND HOLDCO, INC.
	SPEEDCHOICE OF DETROIT, LLC
	SPEEDCHOICE OF PHOENIX, LLC, each as a Guarantor

	SPRINT (BAY AREA), LLC
	SPRINT CAPITAL CORPORATION
	SPRINT COMMUNICATIONS COMPANY L.P.
	SPRINT COMMUNICATIONS COMPANY OF NEW HAMPSHIRE, INC.
	SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC.
	SPRINT COMMUNICATIONS, INC.
	SPRINT CORPORATION
	SPRINT EBUSINESS, INC.
	SPRINT ENTERPRISE NETWORK SERVICES, INC.
	SPRINT EWIRELESS, INC.
	SPRINT INTERNATIONAL COMMUNICATIONS CORPORATION
	SPRINT INTERNATIONAL HOLDING, INC.
	SPRINT INTERNATIONAL INCORPORATED
	SPRINT INTERNATIONAL NETWORK COMPANY LLC
	SPRINT PCS ASSETS, L.L.C.
	SPRINT SOLUTIONS, INC.
	SPRINT SPECTRUM HOLDING COMPANY, LLC
	SPRINT SPECTRUM REALTY COMPANY, LLC
	SPRINT/UNITED MANAGEMENT COMPANY
	TDI ACQUISITION SUB, LLC
	THEORY MOBILE, INC.
	T-MOBILE INNOVATIONS 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 LLC
	T-MOBILE SOUTH LLC
	T-MOBILE WEST LLC
	TMUS INTERNATIONAL LLC
	TRANSWORLD TELECOM II, LLC
	TVN VENTURES LLC
	USST OF TEXAS, INC.
	UTELCOM LLC
	VMU GP, LLC
	WBS OF AMERICA, LLC, each as a Guarantor

	WBS OF SACRAMENTO, LLC
	WBSY LICENSING, LLC
	WCOF, LLC
	WIRELESS BROADBAND SERVICES OF AMERICA, L.L.C.
	WIRELINE LEASING CO., INC., each as a Guarantor

	SPRINTCOM, INC.
	SPRINT SPECTRUM L.P.
	T-MOBILE FINANCIAL LLC
	T-MOBILE LEASING LLC, each as a Guarantor

	By:	/s/ Johannes Thorsteinsson
	Name: Johannes Thorsteinsson
	Title: Assistant Treasurer

	By:	/s/ Johannes Thorsteinsson
	Name: Johannes Thorsteinsson
	Title: Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By:	/s/ Jeffrey Schoenfeld
	Name:	Jeffrey Schoenfeld
	Title:	Vice President

By:	/s/ Chris Niesz
	Name:	Chris Niesz
	Title:	Vice President

Entity	Jurisdiction of Organization
T-MOBILE INNOVATIONS LLC	Delaware
TVN VENTURES LLC	Delaware