METROPCS COMMUNICATIONS INC (Form: 8-K, Received: 12/07/2012 17:31:18)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

FORM 8-K

__________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): December 5, 2012

METROPCS COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Charter)



DELAWARE	1-33409	20-0836269
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)



2250 Lakeside Boulevard Richardson, Texas	75082-4304
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: 214-570-5800

(Former name or former address, if changed since last report): Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))


Item 1.01	Entry into a Material Definitive Agreement.

On December 5, 2012, MetroPCS Communications, Inc., a Delaware Corporation (“MetroPCS” or the “Company”), announced that it had entered into a letter agreement (the “Letter Agreement”) with Deutsche Telekom AG, an Aktiengesellschaft organized in Germany (“Deutsche Telekom”). Among other things, the Letter Agreement amends Exhibit G to the Business Combination Agreement, dated as of October 3, 2012 (the “Business Combination Agreement”), among the Company, Deutsche Telekom, T-Mobile Global Zwischenholding GmbH, a Gesellschaft mit beschränkter Haftung organized in Germany, T-Mobile Global Holding GmbH, a Gesellschaft mit beschränkter Haftung organized in Germany, and T-Mobile USA, Inc., a Delaware corporation (“T-Mobile”). The Business Combination Agreement was previously filed as a material definitive agreement under Item 1.01 on the Form 8-K filed by the Company on October 3, 2012.

The Company and Deutsche Telekom entered into the Letter Agreement in connection with the consent solicitation (the “Consent Solicitation”) by MetroPCS Wireless, Inc., a Delaware corporation and a wholly owned indirect subsidiary of the Company (“Wireless”), announced on December 5, 2012, pursuant to which Wireless is seeking the consent of the noteholders of its 7 7/8% Senior Notes due 2018 and its 6 5/8% Senior Notes due 2020 (collectively, the “Notes”) to amend the indentures governing such Notes. Among other things, the proposed amendments to such indentures would conform the covenants, events of default and other non-economic terms currently applicable to the Notes to certain covenants, events of default and other non-economic terms that are anticipated to apply to certain notes to be sold by T-Mobile to Deutsche Telekom or a subsidiary thereof (the “Deutsche Telekom Notes”), and to certain new notes that may be issued by Wireless and assumed by T-Mobile, upon consummation of the transactions contemplated by the Business Combination Agreement (the “New Notes”).

The Business Combination Agreement requires that the covenants, events of default and other non-economic terms of the Deutsche Telekom Notes and any New Notes conform to Exhibit G of the Business Combination Agreement.

Pursuant to the Letter Agreement, the Company and Deutsche Telekom have agreed to amend Exhibit G to the Business Combination Agreement to reflect certain of the proposed amendments to the covenants, events of default and other non-economic terms that would be made applicable to the Notes as a result of the Consent Solicitation, as more fully described in the solicitation statement relating thereto. For more information regarding the terms of the Consent Solicitation, see the Form 8-K filed by the Company on December 5, 2012.

A copy of the Letter Agreement, including Exhibit A thereto (which contains a description of the amendments to Exhibit G to the Business Combination Agreement), is attached hereto as Exhibit 2.1 and incorporated herein by reference. The description provided above is a summary and the foregoing description of the amendment to Exhibit G to the Business Combination Agreement and the other terms of the Letter Agreement is qualified in its entirety by the full text of the Letter Agreement, including Exhibit A thereto.

Additional Information and Where to Find It

This Current Report on Form 8-K relates to a proposed transaction between MetroPCS and Deutsche Telekom. In connection with the proposed transaction, MetroPCS filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement on November 16, 2012. The preliminary proxy statement is not final and will be superseded by a definitive proxy statement to be filed by MetroPCS with the SEC. Investors and security holders are urged to read carefully the preliminary

proxy statement and the definitive proxy statement and all other relevant documents filed with the SEC or sent to stockholders as they become available because they will contain important information about the proposed transaction. All documents, when filed, will be available free of charge at the SEC's website (www.sec.gov). You may also obtain these documents by contacting MetroPCS' Investor Relations department at 214-570-4641, or via e-mail at investor_relations@metropcs.com. The definitive proxy statement will be mailed to MetroPCS' stockholders. This communication does not constitute a solicitation of any vote or approval.

Participants in the Solicitation

MetroPCS and its directors and executive officers will be deemed to be participants in any solicitation of proxies in connection with the proposed transaction. Information about MetroPCS' directors and executive officers is available in MetroPCS' proxy statement, dated April 16, 2012, for its 2012 Annual Meeting of Stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the preliminary proxy statement and will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the definitive proxy statement carefully when it becomes available before making any voting or investment decisions.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” for the purpose of the “safe harbor” provisions within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Any statements made in this Current Report on Form 8-K that are not statements of historical fact, including statements about when the parties expect that the proposed transaction will close, whether and when the DOJ or other governmental agencies will approve the transaction, MetroPCS' timeframe for compliance with the Second Request, and statements about our beliefs, opinions, projections, and expectations, are forward-looking statements and should be evaluated as such. These forward-looking statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “views,” “projects,” “should,” “would,” “could,” “may,” “become,” “forecast,” and other similar expressions.

All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of MetroPCS, Deutsche Telekom and T-Mobile and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, the possibility that the proposed transaction is delayed or does not close, including due to the failure to receive the required stockholder approvals or required regulatory approvals, the taking of governmental action (including the passage of legislation) to block the transaction, the failure to satisfy other closing conditions, the possibility that the expected synergies will not be realized, or will not be realized within the expected time period, the significant capital commitments of MetroPCS and T-Mobile, global economic conditions, fluctuations in exchange rates, competitive actions taken by other companies, natural disasters, difficulties in integrating the two companies, disruption from the transaction making it more difficult to maintain business and operational relationships, actions taken or conditions imposed by governmental or other regulatory authorities and the exposure to litigation. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in MetroPCS' 2011 Annual Report on Form 10-K, filed February 29, 2012, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed October 30, 2012, and other filings with the SEC available at the SEC's website (www.sec.gov).

The forward-looking statements speak only as to the date made, are based on current assumptions and expectations, and are subject to the factors above, among others, and involve risks, uncertainties and assumptions, many of which are beyond our ability to control or ability to predict. You should not place undue reliance on these forward-looking statements. MetroPCS, Deutsche Telekom and T-Mobile do not undertake a duty to update any forward-looking statement to reflect events after the date of this Current Report on Form 8-K, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



EXHIBIT NUMBER		DESCRIPTION

2.1	—	Letter Agreement, dated December 5, 2012, between MetroPCS Communications, Inc. and Deutsche Telekom AG.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	METROPCS COMMUNICATIONS, INC.


Date: December 7, 2012	By:	/s/ Christine Kornegay
		Christine Kornegay Senior Vice President, Controller & Chief Accounting Officer

December 5, 2012

Deutsche Telekom AG

Friedrich-Ebert-Alle 140

53113 Bonn, Germany

Attention: General Counsel

MetroPCS Communications, Inc.

2250 Lakeside Blvd.

Richardson, Texas 75082


Attention:	Mark A. Stachiw

Melanie Stapp Klint

Re: Business Combination Agreement

Ladies and Gentlemen:

Reference is made to the Business Combination Agreement, dated as of October 3, 2012 (the “ Business Combination Agreement ”), among MetroPCS Communications, Inc. (“ you ”), Deutsche Telekom AG (including its subsidiaries and other affiliates, “ we ” or “ us ”), T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH, and T-Mobile USA, Inc. (“ T-Mobile ”). Capitalized terms used but not otherwise defines herein shall have the meanings ascribed to them in the Business Combination Agreement.

We understand that MetroPCS Wireless, Inc. (the “ Company ”) proposes to solicit consents (the “ Solicitation ”) from the holders of its 7 7/8% Senior Notes due 2018 (the “ 2018 Notes ”) and 6 5/8% Senior Notes due 2020 (the “ 2020 Notes ” and, together with the 2018 Notes, the “ Notes ”) to certain amendments (the “ Proposed Amendments ”) to (i) the Indenture, dated as of September 21, 2010 (the “ Base Indenture ”), among the Company, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, (ii) the First Supplemental Indenture to the Base Indenture, dated as of September 21, 2010, and the Third Supplemental Indenture to the Base Indenture, dated as of December 23, 2010 (collectively with the Base Indenture, the “ 2018 Notes Indenture ”), governing the 2018 Notes, and (iii) the Second Supplemental Indenture to the Base Indenture, dated as of November 17, 2010, and the Fourth Supplemental Indenture to the Base Indenture, dated as of December 23, 2010 (collectively with the Base Indenture, the “ 2020 Notes Indenture ”), governing the 2020 Notes. The 2018 Notes Indenture and the 2020 Notes Indenture are herein referred to collectively as the “ Indentures .”

The Proposed Amendments are described in the Consent Solicitation Statement for the Solicitation, the final version of which was provided to us or our representatives by you or your representatives at approximately 12:10p.m. New York time on December 5, 2012 (including Appendix A thereto, the “ Solicitation Statement ”). The Proposed Amendments would be effected, upon receipt of the required consents in the Solicitation and satisfaction or waiver of the other conditions, each as described more fully in the Solicitation Statement, by the execution of supplemental indentures (the “ Supplemental Indentures ”) to the Indentures for each series of Notes. Appendix A to the Solicitation Statement describes in detail the changes between the Indentures and the Supplemental Indentures that are being proposed in the Solicitation.

We understand that the Proposed Amendments, if effected, would secure the waiver of the holders of a majority in principal amount of each series of the Notes to any “ Change of Control ” resulting from the transactions contemplated by the Business Combination Agreement, as contemplated by Section 4.13 of the Business Combination Agreement. The Proposed Amendments, if effected, would also make certain additional changes to the covenants, events of default and other non-economic terms of the Notes, as summarized in greater detail in the Solicitation Statement, which would require our consent pursuant to Sections 4.2(i)(ii) and 7.2 of the Business Combination Agreement.

We hereby acknowledge that we have reviewed the Solicitation Statement and the terms of the Proposed Amendments and the Solicitation, each as summarized therein. Notwithstanding any provisions to the contrary in the Business Combination Agreement, including Section 4.2(i)(ii) thereof, or any other agreements between us and the Company or its affiliates, we hereby consent to the Solicitation and to the Proposed Amendments, and to the execution of the Supplemental Indentures by the Company, on substantially the terms described in the Solicitation Statement.

You and we understand that certain of the Proposed Amendments are not currently reflected in the description of the DT Notes that is appended as Exhibit G to the Business Combination Agreement. A description of certain differences between the Proposed Amendments and Exhibit G to the Business Combination Agreement is set forth in Exhibit A hereto, with additions shown in bold underlined text and deletions shown in bold stricken text. Having reviewed Exhibit A and notwithstanding any provisions to the contrary in the Business Combination Agreement, you and we hereby agree to amend Exhibit G to the Business Combination Agreement to reflect the changes set forth in Exhibit A .

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, this letter agreement has been duly executed and delivered by your and our duly authorized representatives, respectively, as of the date first written above.



			Deutsche Telekom AG


			By:	/s/ Dirk Wehrse
				Name: Dirk Wehrse
				Title: VP Treasury

			By:	/s/ Igor Soczynski
				Name: Igor Soczynski
				Title: VP Treasury



			MetroPCS Communications, Inc.


			By:	/s/ Christine Kornegay **
				Name: Christine Kornegay
				Title: Senior Vice President, Controller & Chief Accounting Officer
				**under Delegation of Authority for J. Braxton Carter, CFO & Vice Chairman

[Consent Solicitation Letter Agreement - Signature Page]

Exhibit A

Additional Terms

[See attached.]

Exhibit A


1.	Clause (3)(a) of the first paragraph under the heading “ -Certain Covenants-Restricted Payments ” would be modified as follows:

(a)

100% of Issuer's Consolidated Cash Flow for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing and after the Closing Date to the end of Issuer's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, less the product of 1.4 times Issuer's Consolidated Interest Expense for the same period; plus


2.	Clause (3)(g) of the first paragraph under the heading “ -Certain Covenants-Restricted Payments ” would be modified as follows:


(g)	the amount that would be calculated immediately prior to the occurrence of the Merger and Closing Date pursuant to sub-clause (G) of clause (3) of the second paragraph of Section 4.07 (a) of the Existing Notes Indenture Supplemental Indentures with respect to the MetroPCS Existing Notes (as defined in the Business Combination Agreement), as in effect as of the date of the issuance of the notes .


3.	Clause (11) of the second paragraph under the heading “ -Certain Covenants-Restricted Payments ” would be modified as follows:

(11) payments made to DT or its Subsidiaries from the Proceeds of the Towers Transaction;


4.	The provision under the heading “ -Certain Covenants-Dividend and other payment restrictions affecting subsidiaries ” would be modified to insert a new clause (16) before what is currently clause (16) in the second paragraph thereof, as follows:

(16)

any agreement or instrument entered into or assumed by the Issuer or any of its Subsidiaries in connection with the Merger, in each case, as such agreements or instruments may be amended, restated, modified, renewed or replaced from time to time; provided that the amendments, restatements, modifications, renewals, and replacements are (in the good faith judgment of Issuer's Board of Directors or a senior financial officer of the Issuer) not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those agreements or instruments as in effect as of the Closing Date; and

__________

1 Purpose is to start with an initial basket equal to the corresponding basket under the MetroPCS Existing Notes as of the Closing Date

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5.	Clause (4) of the second paragraph under the heading “ -Certain Covenants-Incurrence of indebtedness and issuance of preferred stock ” would be modified as follows:

(4)

the incurrence by Issuer or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing (whether prior to or within 270 days after) all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment or the Capital Stock of any Person owning such assets used in the business of Issuer or any of its Restricted Subsidiaries, in an aggregate principal amount at any time outstanding , including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (x) $2.5 billion and (y) 5.0% of Issuer's Total Assets, at the time of any such incurrence pursuant to this clause (4); and


6.	Clause (8) of the second paragraph under the heading “ -Certain Covenants-Transactions with affiliates ” would be modified as follows:

(8)

any agreement listed (x) on Schedule 3.2(r) - Related-Party Agreements - to the “TMUS Disclosure Letter” to the Business Combination Agreement and (y) under the section entitled “Transactions with Related Persons and Approval” in the proxy statement of Parent filed with the SEC under cover of Schedule 14A on April 16, 2012 , and any amendments to, replacements of, or orders pursuant to such agreements so long as any such amendments, replacements, or orders, taken as a whole, are not (in the good faith judgment of Issuer's Board of Directors or a senior financial officer of Issuer) more disadvantageous to Issuer or to the holders of the notes in any material respect than the original contracts, agreements or understandings as in effect on the Closing Date ;


7.	Clause (12) of the second paragraph under the heading “ -Certain Covenants-Transactions with affiliates ” would be modified as follows:

(12) amendments, extensions, replacements and other modifications of transactions with Affiliates otherwise permitted by the indenture, provided that in the good faith determination of the Issuer's Board of Directors or a senior financial officer of the Issuer, such amendments, extensions, replacements or other modifications, taken as a whole, are no less favorable in any material respect to Issuer or the applicable Restricted Subsidiary than the transaction or transactions being amended, extended, replaced or modified;


8.	Clause (13) of the second paragraph under the heading “ -Certain Covenants-Transactions with affiliates ” would be modified as follows:

(13) (i) the Business Combination Agreement and any Ancillary Agreements, as defined in the Business Combination Agreement , in each case, as the same may be amended, modified, supplemented or replaced from time to time on terms that, taken as a whole, in the good faith determination of the Issuer's Board of Directors or a senior financial officer of the Issuer, are not materially less favorable to the Issuer or the applicable Restricted Subsidiary than those of the agreement being amended, modified, supplemented or replaced, (ii) transactions or agreements relating to the “DT Notes” (as defined in the Business Combination Agreement) and the “TMUS Working Capital Facility” (as defined in the Business Combination Agreement), each as may be amended, modified, or supplemented from time to time, and any indebtedness incurred in connection with the

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refinancing of the foregoing, on terms that, taken as a whole, in the good faith determination of the Issuer's Board of Directors or a senior financial officer of the Issuer, are not materially less favorable to the Issuer than those of the DT Notes or TMUS Working Capital Facility, as applicable, and (iii) transactions between the Issuer and its Restricted Subsidiaries, on the one hand, and any Designated Tower Entities that have been designated as Unrestricted Subsidiaries, on the other hand, in connection with the Towers Transaction ; and


9.	The provision under the heading “ -Certain Covenants-Additional note guarantees ” would be modified as follows:

If (a) Issuer or any of Issuer's Domestic Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary that is a Wholly-Owned Subsidiary (other than and is neither a Designated Tower Entity nor an Immaterial Subsidiary ) after the Closing Date or (b) any Subsidiary of Issuer guarantees any Specified Issuer Indebtedness of Issuer after the Closing Date or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns equity interests of Issuer, then such Person will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel reasonably satisfactory to the trustee within 10 business days after the date on which it was acquired or created or guarantees such Specified Issuer Indebtedness, as applicable, or reasonably promptly thereafter.


10.	The provision under the heading “ -Certain Covenants-Designation of restricted and unrestricted subsidiaries ” would be modified by adding the following paragraph at the end thereof:

Notwithstanding the foregoing, Issuer may at any time and from time to time designate any Designated Entity, by written notice to the trustee, as an Unrestricted Subsidiary, and any such Subsidiary shall upon such notice immediately be designated and deemed an Unrestricted Subsidiary, without any further action by Issuer (and, for the avoidance of doubt, shall not require delivery of a resolution of the Board of Directors or of an officers' certificate) (each, a “ Specified Unrestricted Subsidiary Designation ”). The aggregate Fair Market Value of all outstanding Investments owned by Issuer and its Restricted Subsidiaries in such Designated Entities so designated as Unrestricted Subsidiaries will, as calculated and to the extent permitted by clause (18) of the definition of Permitted Investments, be deemed to be an Investment made as of the time of such Specified Unrestricted Subsidiary Designation under such clause (18), and not reduce the amount available for Restricted Payments under the covenant described above under the caption “-Restricted payments”.


11.	Clause (12) of the second paragraph of the definition of “ Asset Sale ” would be modified as follows:

(12) a sale, conveyance, or other disposition one or more sales, conveyances, leases, subleases, licenses, contributions, or other dispositions, assignments or transfers made as part of , or in connection with , the Towers Transaction; or


12.	The definition of “Business Combination Agreement” would be modified as follows:

“ Business Combination Agreement ” means that certain Business Combination Agreement, dated as of [], by and among [] October 3, 2012, as amended from time to time, by and among Deutsche Telekom AG, T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH, T-Mobile and MetroPCS Communications, Inc .

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13.	The provision under the heading “ -Certain definitions ” would be modified to define “Designated Entity” and “Designated Tower Entity” as follows:

“ Designated Entity ” means (i) Iowa Wireless Services LLC, a Delaware limited liability company, or (ii) any Designated Tower Entity.

“ Designated Tower Entity ” means any entity established solely or primarily for the limited purpose of holding wireless communications sites, towers, and related contracts, equipment, improvements, real estate, and other assets, and performing other activities incidental thereto or in connection with the Towers Transaction. For the avoidance of doubt, T-Mobile USA Tower LLC and T-Mobile West Tower LLC are each Designated Tower Entities.


14.	The definition of “ Existing Indebtedness ” would be modified as follows:

“ Existing Indebtedness ” means Indebtedness of Issuer and its Subsidiaries (other than Indebtedness under the notes) in existence on the Closing Date, until such amounts are repaid. For the avoidance of doubt, “Existing Indebtedness” includes the “DT Notes” and , the “Permitted MetroPCS Notes ” and the “TMUS Working Capital Facility ” as such terms are defined in the Business Combination Agreement and in each case actually issued.


15.	The definition of “ Foreign Subsidiaries ” would be modified as follows:

“ Foreign Subsidiaries ” means any Subsidiary of Issuer other than a Subsidiary organized under the laws of the United States or any state of the United States or the District of Columbia , or any direct or indirect subsidiary thereof .


16.	The definition of “ Indebtedness ” would be modified as follows:

“ Indebtedness ” means, with respect to any specified Person, without duplication,

(a) any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:


(1)	in respect of borrowed money;


(2)	evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);


(3)	in respect of banker's acceptances;


(4)	representing Capital Lease Obligations;


(5)	representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or


(6)	representing any Hedging Obligations; or and

(7) (b) any financial liabilities recorded in respect of liabilities related to the upfront proceeds received in connection with the Towers Transaction,

in each case, if and only to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Notwithstanding the foregoing, in no event shall the reclassification of any lease or other liability as indebtedness due to a change in accounting principles or the application

A-4

thereof after the Closing Date be deemed to be an incurrence of Indebtedness for any purpose under the indenture. The amount of any Indebtedness shall be determined in accordance with the last paragraph of the covenant described above under the caption “-Certain covenants-Incurrence of indebtedness and issuance of preferred stock.”


17.	The definition of “ New Markets ” would be modified as follows:

“ New Markets ” means the collective reference to any wireless telephone markets other than the metropolitan areas of Las Vegas, Nevada; ; Los Angeles, San Francisco and Sacramento , California; Detroit, Michigan; Dallas /Fort Worth , Texas; Tampa /Sarasota , Orlando, Miami and Jacksonville, Florida; Atlanta, Georgia; Philadelphia, Pennsylvania; New York, New York; Boston, Massachusetts; and Hartford, Connecticut.


18.	The definition of “ Permitted Investments ” would be modified by modifying clause (11) and inserting clauses (18) and (19) therein as follows:


(11)	Investments existing on the Closing Date, including Investments held by MetroPCS Wireless, Inc. , Issuer and their Subsidiaries immediately prior to the Merger;

(18)

any Investment deemed made from time to time pursuant to “- Certain Covenants-Designation of restricted and unrestricted subsidiaries” in connection with a Specified Unrestricted Subsidiary Designation, in an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiaries designated as Unrestricted Subsidiaries pursuant to such Specified Unrestricted Subsidiary Designation, but only to the extent not in excess of the aggregate Fair Market Value of all outstanding Investments owned by T-Mobile and its Restricted Subsidiaries in such designated Subsidiaries as of the Closing Date (for this purpose, it shall be assumed, as regards to Investments in any Designated Tower Entity, that all wireless communications sites, towers, and related contracts, equipment, improvements, real estate, and other assets of T-Mobile and its subsidiaries subject to the Towers Transaction that are contemplated to be transferred to the Designated Tower Entities in accordance with the terms of the Towers Transaction, as contemplated in the Tower Transaction Agreements as in effect as of the Closing Date, had been transferred to the Designated Tower Entities, whether or not all such transfers have in fact then taken place, but disregarding any transfers of assets not part of the Towers Transaction as contemplated in the Tower Transaction Agreements as in effect as of the Closing Date); and


(19)	any other Investments made in connection with the Towers Transaction, as contemplated in the Tower Transaction Agreements as in effect as of the Closing Date .


19.	The provision under the heading “-Certain definitions” would be modified to define “Specified Unrestricted Subsidiary Designation” as follows:

“ Specified Unrestricted Subsidiary Designation ” has the meaning assigned to such term in the provision described under the heading “-Certain Covenants-Designation of restricted and unrestricted subsidiaries”.

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20.	The definition of “ Towers Transaction ” would be modified as follows:

“ Towers Transaction ” means the transactions contemplated by Section 4.25 of the Business Combination Agreement the Towers Transaction Agreements.


21.	The provision under the heading “ -Certain definitions ” would be modified to define “Towers Transaction Agreements” as follows:

“ Towers Transaction Agreements ” means : (i) the Master Agreement, dated as of September 28, 2012 (as the same may be amended, modified, or supplemented from time to time), among T-Mobile, Crown Castle International Corp., a Delaware corporation, and certain Subsidiaries of T-Mobile; and (ii) each of the other transaction documents entered into in connection therewith or contemplated thereby, as they may be amended, modified or supplemented from time to time .


22.	The definition of “ Transactions ” would be modified as follows:

“ Transactions ” means (i) the Merger, (ii) the offering of the notes , and all other “DT Notes”, the “Permitted MetroPCS Notes”, and the incurrence of the “TMUS Working Capital Facility”, as defined in the Business Combination Agreement, (iii) the refinancing of Existing Indebtedness on or prior to the Closing Date, and (iv ) the “Cash Payment” and the “MetroPCS Reverse Stock Split”, each as defined in the Business Combination Agreement, and (v ) all other transactions consummated in connection therewith.

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