[Remainder of page intentionally left blank.]

Deutsche Telekom AG

Friedrich-Ebert-Alle 140

53113 Bonn, Germany

Attention: General Counsel

MetroPCS Communications, Inc.

2250 Lakeside Blvd.

Richardson, Texas 75082

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.

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.

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

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

(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;

(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

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

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 thanand 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.

(12) a sale, conveyance, or other dispositionone 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

“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.

“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.

“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.

“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:

(7) (b)    any financial liabilities recorded in respect of liabilities related tothe 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

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.”

“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.

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

“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.