Second Amendment to Registration Rights Agreement



 EXHIBIT 4.15 
  
 SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT 
  
 This Second Amendment to Registration Rights Agreement (“Second Amendment”) is entered into as of June 9, 2000,
among US Unwired, Inc., a Louisiana corporation (the “Company”), The 1818 Fund III, L.P., a Delaware limited partnership (the “1818 Fund”), and TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust II, TCW Shared
Opportunity Fund II, L.P., TCW Shared Opportunity Fund IIB, LLC, TCW Shared Opportunity Fund III, L.P., TCW Leveraged Income Trust II, L.P., TCW Leveraged Income Trust, L.P., each of which is a Delaware entity, and Brown University Third Century
Fund (collectively, the “TCW Entities”). 
  
 RECITALS 
  

	 	1.	The Company and The 1818 Fund entered into that certain Registration Rights Agreement (the “Agreement”) dated as of October 29, 1999. 

  

	 	2.	The parties to the Agreement and the TCW Entities entered into that certain First Amendment to Registration Rights Agreement (“First Amendment”) dated as of February 15,
2000 to add each of the TCW Entities as a party to the Agreement. 

  

	 	3.	The parties hereto desire to amend the definition of “Registrable Securities” in Section 3 of the Agreement, as previously amended by the First Amendment (as so amended,
the “Amended Agreement”) to correct a drafting oversight from the First Amendment. 

  
 NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties hereto agree as follows: 
  
 1. The definition of “Registrable Securities” in Section 3 of the
Agreement shall be deleted in its entirety and shall be amended to read in its entirety as follows: 
  
 “Registrable Securities” means any shares of Common Stock issued or issuable either upon conversion of the shares of Preferred Stock or
upon exercise of the Warrants, any shares of Preferred Stock, any Related Registrable Securities and any shares of Common Stock owned by the Purchaser or any of the TCW Entities. As to any particular Registrable Securities, once issued, such
securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with
such registration statement, (b) they shall have been sold as permitted by Rule 144 (or any successor provision) under 







 the Securities Act and the purchaser thereof does not receive “restricted securities” as
defined in Rule 144, (c) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not, in the
opinion of counsel for the holders, require registration of them under the Securities Act or (d) they shall have ceased to be outstanding. All references to percentages of Registrable Securities shall be calculated pursuant to Section 9. 

 
 2. Except as expressly amended by this Second Amendment, the terms and
provisions of the Amended Agreement shall continue in full force and effect. 
  
 3. This Second Amendment may be executed in counterparts. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed and delivered individually or by the respective officers or partners hereunto duly authorized as of the date above written.

  

							
	 US UNWIRED INC.

		
	 By
	 	 /s/ Thomas G. Henning


	 	 	 Name: Thomas G. Henning

	 	 	 Title: Secretary

	
	 THE 1818 FUND III, L.P.

		
	 By:
	 	 Brown Brothers Harriman & Co., its
 general partner

			
	 	 	 By:
	 	 /s/Lawrence C. Tucker


	 	 	 	 	 Name:
	 	 Lawrence C. Tucker

	 	 	 	 	 Title:
	 	 Partner,

	 	 	 	 	 	 	 Brown Brothers

	 	 	 	 	 	 	 Harriman & Co.

	 	 	 	 	 	 	 as General Partner,

	 	 	 	 	 	 	 The 1818 Fund III, L.P.



  

 2 









			
	 TCW LEVERAGED INCOME TRUST, L.P.

		
	 By:
	 	 TCW Investment Management Company, as investment Advisor

		
	 By:
	 	 /s/ John C. Rocchio


	 Name:
	 	     John C. Rocchio

	 Title:
	 	     Managing Director

		
	 By:
	 	 TCW Advisors (Bermuda), Ltd., as general partner

		
	 By:
	 	 /s/ Mark L. Attanasio


	 Name:
	 	     Mark L. Attanasio

	 Title:
	 	     Group Managing Director


  

 3 









			
	 TCW LEVERAGED INCOME TRUST II, L.P.

		
	 By:
	 	 TCW Investment Management Company, as Investment Advisor

		
	 By:
	 	 /s/ John C. Rocchio


	 Name:
	 	     John C. Rocchio

	 Title:
	 	     Managing Director

		
	 By:
	 	 TCW (LINC II), L.P., as general partner

		
	 By:
	 	 TCW Advisors (Bermuda), Ltd., as its general partner

		
	 By:
	 	 /s/ Mark L. Attanasio


	 Name:
	 	     Mark L. Attanasio

	 Title:
	 	     Group Managing Director


  

 4 









			
	 TCW SHARED OPPORTUNITY FUND III, L.P.

		
	 By:
	 	 TCW Asset Management Company,
 its Investment Advisor

		
	 By:
	 	 /s/ Mark L. Attanasio


	 Name:
	 	     Mark L. Attanasio

	 Title:
	 	     Group Managing Director

		
	 By:
	 	 /s/ John C. Rocchio


	 Name:
	 	     John C. Rocchio

	 Title:
	 	     Managing Director


  

 5 









			
	 SHARED OPPORTUNITY FUND IIB, LLC

		
	 By:
	 	 TCW Asset Management Company,
 its Investment Advisor

		
	 By:
	 	 /s/ Mark L. Attanasio


	 Name:
	 	     Mark L. Attanasio

	 Title:
	 	     Group Managing Director

		
	 By:
	 	 /s/ John C. Rocchio


	 Name:
	 	     John C. Rocchio

	 Title:
	 	     Managing Director


  

 6 









			
	 TCW SHARED OPPORTUNITY FUND II, L.P.

		
	 By:
	 	 TCW Investment Management Company,
 its Investment Advisor

		
	 By:
	 	 /s/ Mark L. Attanasio


	 Name:
	 	 Mark L. Attanasio

	 Title:
	 	 Group Managing Director

		
	 By:
	 	 /s/ John C. Rocchio


	 Name:
	 	 John C. Rocchio

	 Title:
	 	 Managing Director


  

 7 









			
	 TCW/CRESCENT MEZZANINE PARTNERS II, L.P.

	 TCW/CRESCENT MEZZANINE TRUST II

		
	 By:
	 	 TCW/Crescent Mezzanine II, L.P.
 its general partner or managing owner

		
	 By:
	 	 TCW/Crescent Mezzanine, L.L.C.
 its general partner

		
	 By:
	 	 /s/ Mark L. Attanasio


	 Name:
	 	 Mark L. Attanasio

	 Title:
	 	 Group Managing Director


  

 8 









			
	 BROWN UNIVERSITY THIRD CENTURY FUND

		
	 By:
	 	 /s/ Mark Attanasio


	 Name:
	 	 Mark Attanasio,
 its Investment Advisor


  

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