exv4w2






EXHIBIT 4.2




Execution Version




CRICKET COMMUNICATIONS, INC.

$300,000,000

10% Senior Notes due 2015

REGISTRATION RIGHTS AGREEMENT




New York, New York

June 25, 2008




Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004




Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036




As Representatives of the Initial Purchasers



Ladies and Gentlemen:




     Cricket Communications, Inc., a corporation organized under the laws of the State of Delaware
(the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for
whom you (the “Representatives”) are acting as representatives, its 10% Senior Notes due 2015 (the
“Notes”), upon the terms set forth in the Purchase Agreement among the Company, the Guarantors (as
defined herein) and the Initial Purchasers dated June 19, 2008 (the “Purchase Agreement”) relating
to the initial placement (the “Initial Placement”) of the Notes. The Notes will be unconditionally
guaranteed on a senior unsecured basis by each of the entities listed on Schedule I (the
“Guarantors”) as provided for in the Indenture (as defined herein) (the “Guarantees” and, together
with the Notes, the “Securities”). To induce the Initial Purchasers to enter into the Purchase
Agreement and to satisfy a condition to your obligations thereunder, the Company and the
Guarantors, jointly and severally, agree with you for your benefit and the benefit of the holders
from time to time of the Securities (including the Initial Purchasers) and the Exchange Notes (as
defined herein) (each a “Holder” and, collectively, the “Holders”), as follows:



     1. Definitions. Capitalized terms used herein without definition shall have their
respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:



     “Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder.



     “Additional Interest” shall have the meaning set forth in Section 8 hereof.



     “Affiliate” shall have the meaning specified in Rule 405 under the Act and the terms
“controlling” and “controlled” shall have meanings correlative thereto.



 









 





     “Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.



     “Business Day” shall mean any day other than a Saturday, a Sunday or a federal legal holiday
or a day on which banking institutions or trust companies are authorized or obligated by law to
close in New York City.



     “Closing Date” shall mean the date of the first issuance of the Securities.



     “Commission” shall mean the Securities and Exchange Commission.



     “Deferral Period” shall have the meaning indicated in Section 4(k)(ii) hereof.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.



     “Exchange Notes” shall mean debt securities of the Company and the related guarantees of the
Guarantors as provided for in the Indenture identical in all material respects to the Securities
(except that the Additional Interest provisions and transfer restrictions shall be eliminated) to
be issued under the Indenture.



     “Exchange Offer Registration Period” shall mean the one year period following the consummation
of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in
effect suspending the effectiveness of the Exchange Offer Registration Statement, or such shorter
period as will terminate when all Securities covered by the Exchange Offer Registration Statement
have been exchanged pursuant thereto.



     “Exchange Offer Registration Statement” shall mean a registration statement of the Company and
the Guarantors on an appropriate form under the Act with respect to the Registered Exchange Offer,
all amendments and supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.



     “Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a
Broker-Dealer and elects to exchange for Exchange Notes any Securities that it acquired for its own
account as a result of market-making activities or other trading activities (but not directly from
the Company, any Guarantor, or any Affiliate of either the Company or any Guarantor).



     “Final Memorandum” shall have the meaning set forth in the Purchase Agreement.



     “FINRA Rules” shall mean the rules of the Financial Industry Regulatory Authority.



     “Freely Tradable” shall mean, with respect to a Security, a Security that at any time of
determination (i) may be sold to the public in accordance with Rule 144 under the Act by a person
that is not an “affiliate” (as defined in Rule 144 under the Act) of the Company without regard to
any of the conditions specified therein (other than the holding period requirement in



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paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time
of determination) and (ii) does not bear any restrictive legends relating to the Act.



     “Guarantors” shall have the meaning set forth in the preamble hereto.



     “Holder” shall have the meaning set forth in the preamble hereto.



     “Indenture” shall mean the Indenture relating to the Notes, dated as of June 25, 2008 among
the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee, as the same may be amended from
time to time in accordance with the terms thereof.



     “Initial Placement” shall have the meaning set forth in the preamble hereto.



     “Initial Purchasers” shall have the meaning set forth in the preamble hereto.



     “Losses” shall have the meaning set forth in Section 6(d) hereof.



     “Majority Holders” shall mean, on any date, Holders of a majority of the aggregate principal
amount of Securities and/or Exchange Notes, as applicable, registered under a Registration
Statement.



     “Managing Underwriters” shall mean the investment banker or investment bankers and manager or
managers that administer an underwritten offering, if any, under a Shelf Registration Statement.



     “Notes” shall have the meaning set forth in the preamble hereto.



     “Prospectus” shall mean the prospectus included in any Registration Statement (including,
without limitation, a prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Securities or the Exchange Notes covered by such Registration Statement, and all
amendments and supplements thereto, including post-effective amendments and any and all information
incorporated by reference therein.



     “Purchase Agreement” shall have the meaning set forth in the preamble hereto.



     “Registered Exchange Offer” shall mean the offer of the Company and the Guarantors to issue
and deliver to Holders that are not prohibited by any law or policy of the Commission from
participating in such offer, in exchange for the Securities, a like aggregate principal amount of
the Exchange Notes.



     “Registrable Securities” shall mean (i) Securities other than those that (A) have been
registered under a Registration Statement and exchanged or disposed of pursuant to such
Registration Statement, (B) are Freely Tradable, or (C) cease to be outstanding, and (ii) any
Exchange Notes, the resale of which by the Holder thereof requires compliance with the prospectus
delivery requirements of the Act.



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     “Registration Default” shall have the meaning set forth in Section 8 hereof.



     “Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf
Registration Statement that covers any of the Securities or the Exchange Notes pursuant to the
provisions of this Agreement, any amendments and supplements to such registration statement,
including post-effective amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein.



     “Securities” shall have the meaning set forth in the preamble hereto.



     “Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.



     “Shelf Registration Period” has the meaning set forth in Section 3(b) hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and
the Guarantors pursuant to the provisions of Section 3 hereof which covers some or all of the
Securities or Exchange Notes, as applicable, on an appropriate form under Rule 415 under the Act,
or any similar rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein.



     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.



     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules
and regulations of the Commission promulgated thereunder.



     “underwriter” shall mean any underwriter of Securities in connection with an offering thereof
under a Shelf Registration Statement.



     2. Registered Exchange Offer. (a) If any of the Securities are not Freely Tradable
by the 375th calendar day following the Closing Date, then, unless a Registered Exchange
Offer shall not be permissible by applicable law or Commission policy, the Company and the
Guarantors shall use their respective reasonable best efforts to (i) prepare and file with the
Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer,
(ii) cause the Exchange Offer Registration Statement to become effective under the Act and commence
the Registered Exchange Offer promptly after such effectiveness and (iii) keep the Exchange Offer
Registration Statement effective until the closing of the Registered Exchange Offer and (iv) cause
the Registered Exchange Offer to be consummated not later than the 375th calendar day
following the Closing Date (or, if such 375th day is not a Business Day, the next succeeding
Business Day) (the “Exchange Date”).



          (b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the
Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Notes
(assuming that such Holder is not an Affiliate of the Company or any Guarantor, acquires the
Exchange Notes in the ordinary course of such Holder’s business, has no arrangements with any
person to participate in the distribution of the Exchange Notes and




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is not prohibited by any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations
or restrictions under the Act.




          (c) In connection with a Registered Exchange Offer, if any, the Company and the Guarantors
shall:




               (i) mail or cause to be mailed to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of transmittal and
related documents;



               (ii) keep the Registered Exchange Offer open for not less than 20 Business Days after the date
notice thereof is mailed to the Holders (or longer if required by applicable law);



               (iii) use their respective reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective under the Act, supplemented and amended as required, under the Act
to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the
Exchange Offer Registration Period;



               (iv) utilize the services of a depositary for the Registered Exchange Offer, which may be the
Trustee or an Affiliate of the Trustee;



               (v) permit Holders to withdraw tendered Securities at any time prior to the close of business,
New York time, on the last Business Day on which the Registered Exchange Offer is open;



               (vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested by the
staff of the Commission, provide a supplemental letter to the Commission (A) stating that the
Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position
of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988),
Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation
that the Company and the Guarantors have not entered into any arrangement or understanding with any
person to distribute the Exchange Notes to be received in the Registered Exchange Offer and that,
to the best of the Company’s and the Guarantors’ information and belief, each Holder participating
in the Registered Exchange Offer is acquiring the Exchange Notes in the ordinary course of business
and has no arrangement or understanding with any person to participate in the distribution of the
Exchange Notes; and



               (vii) comply in all material respects with all applicable laws.



          (d) As soon as practicable after the close of a Registered Exchange Offer, if any, the Company
and the Guarantors shall:




               (i) accept for exchange all Securities properly tendered and not validly withdrawn pursuant to
the Registered Exchange Offer on or prior to its expiration;



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               (ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with
Section 4(q) all Securities so accepted for exchange; and



               (iii) cause the Trustee promptly to authenticate and deliver to each Holder of Securities a
principal amount of Exchange Notes equal to the principal amount of the Securities of such Holder
so accepted for exchange.



          (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder
using any Registered Exchange Offer to participate in a distribution of the Exchange Notes (x)
could not under Commission policy as in effect on the date of this Agreement rely on the position
of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and
Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s
letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply
with the registration and prospectus delivery requirements of the Act in connection with any
secondary resale transaction, which must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508, as applicable, of
Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in
exchange for Securities acquired by such Holder directly from the Company, the Guarantors or one of
their respective Affiliates. Accordingly, each Holder participating in any Registered Exchange
Offer shall be required to represent to the Company and the Guarantors that, at the time of the
consummation of the Registered Exchange Offer:




               (i) any Exchange Notes received by such Holder will be acquired in the ordinary course of
business;



               (ii) such Holder will have no arrangement or understanding with any person to participate in
the distribution of the Securities or the Exchange Notes within the meaning of the Act; and



               (iii) such Holder is not an Affiliate of the Company or any of the Guarantors.



          (f) If any Initial Purchaser determines that it is prohibited by law or Commission policy from
participating in any Registered Exchange Offer, if any, with respect to the exchange of Securities
constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the
Company and the Guarantors shall issue and deliver to the person purchasing Securities registered
under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of Exchange Notes.




     3. Shelf Registration. (a) If (i) due to any change in law or applicable
interpretations thereof by the Commission’s staff, the Company determines upon advice of its
outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by
Section 2 hereof; (ii) the Notes are not Freely Tradable as of the Exchange Date and a Registered
Exchange Offer has not been consummated by the Exchange Date; or (iii) any Holder notifies the
Company that (A) it is prohibited by law or Commission policy from participating in the Registered
Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the



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Registered Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration Statement is not appropriate or available for such
resales; or (C) it is a broker-dealer and owns Securities acquired directly from the Company or an
affiliate of the Company, then, if any Notes that are not Freely Tradable are then outstanding, the
Company and the Guarantors shall effect a Shelf Registration Statement in accordance with
subsection (b) below.



          (b) (i) The Company and the Guarantors shall use their respective reasonable best efforts to
file with the Commission within 30 days after such filing obligation arises, but in no event
earlier than the 375th day after the Closing Date and shall use their respective
reasonable best efforts to cause to be declared effective under the Act within 75 days of such
filing, pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to
the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof
from time to time in accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to
have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a
Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder and has returned to the Company a completed
and signed selling securityholder questionnaire in reasonable and customary form by the reasonable
deadline for responses set forth therein; and provided further, that with respect to Exchange Notes
received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold
allotment, the Company and the Guarantors may, if permitted by current interpretations by the
Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in
satisfaction of their obligations under this subsection with respect thereto, and any such Exchange
Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.




               (ii) The Company and the Guarantors shall use their respective reasonable best efforts to keep
the Shelf Registration Statement continuously effective, supplemented and amended as required by
the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a
period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared
effective by the Commission until the first to occur of (A) the second anniversary thereof or (B)
the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration Statement, become Freely
Tradable or cease to be outstanding.



               (iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause
the Shelf Registration Statement and the related Prospectus and any amendment or supplement
thereto, as of the effective date of the Shelf Registration Statement or such amendment or
supplement, (A) to comply as to form in all material respects with the applicable requirements of
the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein (in the
case of the Prospectus, in the light of the circumstances under which they were made) not
misleading.



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     4. Additional Registration Procedures. In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following
provisions shall apply if any Notes that are not Freely Tradable are then outstanding.



          (a) The Company and the Guarantors shall:




               (i) furnish to the Representatives, not less than five Business Days prior to the filing
thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf
Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the
Prospectus included therein (but excluding all documents incorporated by reference therein after
the initial filing) and shall use their respective reasonable best efforts to reflect in each such
document, when so filed with the Commission, such comments as the Representatives reasonably
propose;



               (ii) include the information (as may be revised at the request or requirement of the
Commission) substantially in the form set forth in Annex A hereto on the facing page of the
Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer
Registration Statement in a section setting forth details of the Registered Exchange Offer, in
Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in
the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal
delivered pursuant to the Registered Exchange Offer;



               (iii) if requested by an Initial Purchaser, include the information required by Item 507 or
508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer
Registration Statement; and



               (iv) in the case of a Shelf Registration Statement, include the names of the Holders (to the
extent provided by such Holders) that propose to sell Securities pursuant to the Shelf Registration
Statement as selling security holders; provided, that, the Company shall not be required to include
the name of any Holder that has not complied with the requirements set forth in Section 3(b)(i)
hereof.



          (b) Subject to the following provisions of this Section 4, the Company and the Guarantors
shall use their respective reasonable best efforts to ensure that:




               (i) any Registration Statement and any amendment thereto and any Prospectus forming a part
thereof and any amendment or supplement thereto complies as to form in all material respects with
the Act; and



               (ii) any Registration Statement and any amendment thereto does not, as of the effective date
of the Registration Statement or such amendment, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under which they were made)
not misleading.



          (c) The Company and the Guarantors shall advise the Representatives, the Holders of Securities
covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer
Registration Statement that has provided in writing to the Company or




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any Guarantor a telephone or facsimile number and address for notices (a “Known Exchanging
Dealer”), and, if requested by the Representatives or any such Holder or Known Exchanging Dealer,
shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the Company and the
Guarantors shall have remedied the basis for such suspension):




               (i) when the relevant Registration Statement and any amendment thereto has been filed with the
Commission and when the Registration Statement or any post-effective amendment thereto has become
effective;



               (ii) of any request by the Commission for any amendment or supplement to the Registration
Statement or the Prospectus or for additional information;



               (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceeding for that purpose;



               (iv) of the receipt by the Company or the Guarantors of any notification with respect to the
suspension of the qualification of the securities included therein for sale in any jurisdiction or
the initiation of any proceeding for such purpose; and



               (v) at a time when a Prospectus is required to be delivered under the Act, of the happening of
any event that requires any change in the Registration Statement or the Prospectus so that, as of
such date, they (A) do not contain any untrue statement of a material fact and (B) do not omit to
state a material fact required to be stated therein or necessary to make the statements therein (in
the case of the Prospectus, in the light of the circumstances under which they were made) not
misleading.



          (d) The Company and the Guarantors shall use their respective reasonable best efforts to
prevent the issuance of any order suspending the effectiveness of any Registration Statement or the
qualification of the securities therein for sale in any jurisdiction, and if issued to obtain as
soon as possible the withdrawal thereof.




          (e) The Company and the Guarantors shall furnish to each Holder of Securities covered by any
Shelf Registration Statement, without charge, at least one copy of such Shelf Registration
Statement and any post-effective amendment thereto, and, if the Holder so requests in writing, all
material incorporated therein by reference and all exhibits thereto (including exhibits
incorporated by reference therein).




          (f) The Company and the Guarantors shall, during the Shelf Registration Period, deliver to
each Holder of Securities covered by any Shelf Registration Statement, without charge, as many
copies of the Prospectus (including the preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably request. Subject
to the provisions of this Section 4, the Company and the Guarantors consent to the use of the
Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in
connection with the offering and sale of the Securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement (in each case, if such Holder
is properly named in such Prospectus, as amended and




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supplemented), except during any suspension period referred to in Section 4(c) above or
Section 4(k) below.




          (g) The Company and the Guarantors shall furnish to each Exchanging Dealer which so requests,
without charge, at least one copy of the Exchange Offer Registration Statement and any
post-effective amendment thereto, and, if the Exchanging Dealer so requests in writing, all
material incorporated therein by reference and all exhibits thereto (including exhibits
incorporated by reference therein).




          (h) The Company and the Guarantors shall promptly deliver to each Initial Purchaser, each
Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer
Registration Period, without charge, as many copies of the Prospectus included in such Exchange
Offer Registration Statement and any amendment or supplement thereto as any such person may
reasonably request. Subject to the provisions of this Section 4, the Company and the Guarantors
consent to the use of the Prospectus or any amendment or supplement thereto by any Initial
Purchaser, any Exchanging Dealer and any such other person that may be required to deliver a
Prospectus following the Registered Exchange Offer in connection with the offering and sale of the
Exchange Notes covered by the Prospectus, or any amendment or supplement thereto, included in the
Exchange Offer Registration Statement (in each case, if such Initial Purchaser, Exchanging Dealer
or other person is properly named in such Prospectus, as amended and supplemented), except during
any suspension period referred to in Section 4(c) above or Section 4(k) below.




          (i) Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any
Registration Statement, the Company and the Guarantors shall arrange, if necessary, for the
qualification of the Securities or the Exchange Notes for sale under the laws of such jurisdictions
as any Holder shall reasonably request and shall maintain such qualification in effect so long as
required; provided that in no event shall the Company or any Guarantor be obligated to qualify to
do business in any jurisdiction where it is not then so qualified or to take any action that would
subject it to service of process in suits, other than those arising out of the Initial Placement,
the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any
such jurisdiction where it is not then so subject, or to subject itself to taxation in any
jurisdiction where it is not now subject.




          (j) The Company and the Guarantors shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing Exchange Notes or
Securities to be issued or sold pursuant to any Registration Statement free of any restrictive
legends and in such denominations and registered in such names as Holders may request.




          (k) (i) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v)
above or subsection (k)(ii) below, the Company and the Guarantors shall promptly (or within the
time period provided for by clause (ii) hereof, if applicable) prepare and file a post-effective
amendment to the applicable Registration Statement or an amendment or supplement to the related
Prospectus or file any other required document so that, as thereafter delivered to the Initial
Purchasers of the securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact required to be



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stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. In such circumstances, the Exchange Offer Registration
Period and the Shelf Registration Period shall be extended by the number of days from and including
the date of the giving of a notice of suspension pursuant to Section 4(c) or Section 4(k)(ii), as
applicable, to and including the date when the Initial Purchasers, the Holders of the Securities
covered by any Shelf Registration Statement and any Known Exchanging Dealer shall have received
such amended or supplemented Prospectus pursuant to this Section or shall have been advised in
writing by the Company and the Guarantors that the Prospectus may be used.




               (ii) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, or
the occurrence or existence of any pending corporate development or any other material event that,
in the reasonable judgment of the Company and the Guarantors, makes it appropriate to suspend the
availability of a Registration Statement and the related Prospectus, the Company and the Guarantors
shall give notice (without notice of the nature or details of such events) to the Holders of the
Securities covered by any Shelf Registration Statement, the Initial Purchasers and any Known
Exchanging Dealer, as applicable, that the Registration Statement is suspended and, upon actual
receipt of any such notice, each such Holder, Initial Purchaser and Exchanging Dealer, as
applicable, agrees not to sell any Registrable Securities pursuant to the Registration Statement
until such Holder, Initial Purchaser or Exchanging Dealer, as applicable, shall have received such
amended or supplemented Prospectus pursuant to this Section or have been advised in writing by the
Company and the Guarantors that the Prospectus may be used. The period during which the
availability of the Shelf Registration and any Prospectus is suspended (the “Deferral Period”)
shall not exceed 45 days in any three-month period or 90 days in any twelve-month period.



          (l) The Company and the Guarantors shall comply in all material respects with all applicable
rules and regulations of the Commission and shall make generally available to its security holders
an earnings statement satisfying the provisions of Section 11(a) of the Act as soon as practicable
after the effective date of the applicable Registration Statement.




          (m) The Company and the Guarantors may require each Holder of Registrable Securities to be
sold pursuant to any Registration Statement to furnish to the Company and the Guarantors such
information regarding the Holder and the distribution of such securities as the Company and the
Guarantors may from time to time reasonably require for inclusion in such Registration Statement,
including such information requested or required by the Commission. The Company and the Guarantors
may exclude from such Registration Statement the Registrable Securities of any Holder that fails to
furnish such information within a reasonable time after receiving such request. Each Holder as to
which Registrable Securities are being included in a Registration Statement agrees to furnish to
the Company all information with respect to such Holder necessary to make any information
previously furnished to the Company by such Holder pursuant to this Section 4(m) or otherwise not
materially misleading.




          (n) In the case of any Shelf Registration Statement, the Company and the Guarantors shall
enter into reasonable and customary agreements (including, if requested, an underwriting agreement
in reasonable and customary form) and take all other reasonably appropriate actions in order to
expedite or facilitate the registration or the disposition of the Securities, and in connection
therewith, if an underwriting agreement is entered into, cause the



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same to contain indemnification provisions and procedures no less favorable than those set
forth in Section 6 hereof.




          (o) In the case of any Shelf Registration Statement, the Company and the Guarantors shall, if
requested:




               (i) subject to the execution of confidentiality agreements reasonably satisfactory to the
Company, upon reasonable prior written notice and during regular business hours, make reasonably
available for inspection by the Holders of Securities to be registered thereunder, any underwriter
participating in any disposition pursuant to such Registration Statement, and any attorney,
accountant or other agent retained by the Holders or any such underwriter, at the Company’s
principal place of business, all relevant financial and other records and pertinent corporate
documents of the Company, the Guarantors and their respective subsidiaries reasonably requested by
the Holders or any such underwriter, attorney, accountant or agent in connection with any such
Registration Statement as is customary for similar due diligence examinations; provided, however,
that with respect to any attorney engaged by the Holders or any underwriter, the foregoing
inspection and information gathering shall be coordinated by one counsel designated by the Holders
and one counsel designated by the underwriter or underwriters;



               (ii) subject to the execution of confidentiality agreements reasonably satisfactory to the
Company, upon reasonable prior written notice and during regular business hours, cause the
Company’s or Guarantors’ respective officers, directors, employees, accountants and auditors to
supply, at the Company’s principal place of business, all relevant information reasonably requested
by the Holders or any such underwriter, attorney, accountant or agent in connection with any such
Registration Statement as is customary for similar due diligence examinations; provided, however,
that with respect to any attorney engaged by the Holders or any underwriter, the foregoing
inspection and information gathering shall be coordinated by one counsel designated by the Holders
and one counsel designated by the underwriter or underwriters;



               (iii) in connection with an underwritten offering pursuant to such Shelf Registration
Statement, make such representations and warranties to the underwriters, in form, substance and
scope as are reasonably and customarily made by issuers to underwriters in primary underwritten
offerings and covering matters including, but not limited to, those set forth in the Purchase
Agreement;



               (iv) in connection with an underwritten offering pursuant to such Shelf Registration
Statement, use reasonable best efforts to obtain opinions of counsel to the Company and the
Guarantors and updates thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the Managing Underwriters, if any) addressed to the underwriters,
covering such matters concerning the Company and the Guarantors as are customarily covered in
opinions requested in underwritten offerings and such other matters as may be reasonably requested
by such underwriters;



               (v) in connection with an underwritten public offering pursuant to such Shelf Registration
Statement, use reasonable best efforts to obtain “comfort” letters and



12









 







updates thereof from the independent certified public accountants of the Company (and, if
necessary, any other independent certified public accountants of any subsidiary of the Company or
of any business acquired by the Company for which financial statements and financial data are, or
are required to be, included in the Registration Statement), addressed to the underwriters, in
customary form reasonably acceptable to such independent certified public accountants and covering
matters of the type customarily covered in “comfort” letters in connection with primary
underwritten offerings; and



               (vi) deliver such documents and certificates as may be reasonably requested by the Managing
Underwriters, including those to evidence compliance with Section 4(k) and with any customary
conditions contained in the underwriting agreement or any other customary agreement entered into by
the Company in connection therewith.


The actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph (o) shall be performed
at each closing under any underwriting or similar customary agreement as and to the extent required
thereunder.




          (p) In the case of any Exchange Offer Registration Statement, the Company and the Guarantors
shall, if requested by an Initial Purchaser, or by a Broker-Dealer that holds Securities that were
acquired as a result of market making or other trading activities:




               (i) subject to the execution of confidentiality agreements reasonably satisfactory to the
Company, upon reasonable prior written notice and during regular business hours, make reasonably
available for inspection by the requesting party, and any attorney, accountant or other agent
retained by the requesting party, at the Company’s principal place of business, all relevant
financial and other records, pertinent corporate documents and properties of the Company, the
Guarantors and their respective subsidiaries reasonably requested by the requesting party or any
such attorney, accountant or agent in connection with any such Registration Statement as is
customary for similar due diligence examinations; and



               (ii) subject to the execution of confidentiality agreements reasonably satisfactory to the
Company, upon reasonable prior written notice and during regular business hours, cause the
Company’s and the Guarantors’ respective officers, directors, employees, accountants and auditors
to supply, at the Company’s principal place of business, all relevant information.



          (q) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by
Holders to the Company (or to such other person as directed by the Company) in exchange for the
Exchange Notes, the Company and the Guarantors shall mark, or caused to be marked, on the
Securities so exchanged that such Securities are being cancelled in exchange for the Exchange
Notes. In no event shall the Securities be marked as paid or otherwise satisfied.




          (r) In the event that any Broker-Dealer shall underwrite any Securities or participate as a
member of an underwriting syndicate or selling group or “assist in the distribution” (within the
meaning of the FINRA Rules) thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect



13









 






thereof, or otherwise, the Company and the Guarantors shall provide reasonable assistance to
such Broker-Dealer in making filings in accordance with the FINRA Rules (which filings shall be at
the expense of such Broker-Dealer).




          (s) The Company and the Guarantors shall use their respective reasonable best efforts to take
all other steps necessary to effect the registration of the Securities or the Exchange Notes, as
the case may be, covered by a Registration Statement.




     5. Registration Expenses. The Company and the Guarantors shall bear all expenses
incurred in connection with the performance of their obligations, if any, under Sections 2, 3 and 4
hereof (except as set forth in Section 4(r)) and, in the event of any Shelf Registration Statement,
will reimburse the Holders for the reasonable fees and disbursements of one firm of counsel (which
shall initially be Shearman & Sterling LLP, but which may be another nationally recognized law firm
experienced in securities matters designated by the Majority Holders) in connection with the
preparation, filing and effectiveness of such Shelf Registration Statement. Notwithstanding the
foregoing, the Holders of the Securities or Exchange Notes being registered shall pay all agency
fees and commissions and underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other advisors or experts
retained by or on behalf of such Holders (severally or jointly), other than the counsel
specifically referred to above.



     6. Indemnification and Contribution. (a) The Company and the Guarantors, jointly and
severally, agree to indemnify and hold harmless each Holder of Securities or Exchange Notes, as the
case may be, covered by any Registration Statement, each Initial Purchaser and, with respect to any
Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors,
officers, employees, Affiliates and agents of each such Holder, Initial Purchaser or Exchanging
Dealer and each person who controls any such Holder, Initial Purchaser or Exchanging Dealer within
the meaning of either Section 15 of the Act or Section 20 of the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement as originally filed or in any amendment
thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
(in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances
under which they were made) not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the Company and any Guarantor will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the Company or any Guarantor
by or on behalf of the party claiming indemnification specifically for inclusion therein. This
indemnity agreement shall be in addition to any liability that the Company and any Guarantor may
otherwise have.



14









 





     The Company and the Guarantors also, jointly and severally, agree to indemnify as provided in
this Section 6(a) or contribute as provided in Section 6(d) hereof to Losses of each underwriter,
if any, of Securities or Exchange Notes, as the case may be, registered under a Shelf Registration
Statement, their directors, officers, employees, Affiliates and agents and each person who controls
such underwriter on substantially the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any
Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(n)
hereof.



          (b) Each Holder of securities covered by a Registration Statement (including each Initial
Purchaser as a Holder, in such capacity) severally and not jointly agrees to indemnify and hold
harmless the Company and the Guarantors, each of their respective directors, officers, employees,
Affiliates and agents and each person who controls the Company or any Guarantor within the meaning
of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the
Company and the Guarantors to each such Holder, but only with reference to written information
relating to such Holder furnished to the Company or any Guarantor by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity
agreement will be in addition to any liability that any such Holder may otherwise have.




          (c) Promptly after receipt by an indemnified party under this Section 6 or notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section, notify the indemnifying party in writing of
the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve
it from liability under paragraph (a) or (b) above unless and to the extent such failure results in
the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in
any event, relieve the indemnifying party from any obligations to any indemnified party other than
the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party
shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice
at the indemnifying party’s expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel, other than local counsel if not appointed by the
indemnifying party, retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to
represent the indemnified party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such action include both
the indemnified party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other indemnified parties that
are different from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party
to represent the indemnified party within a reasonable time after notice of the institution of such
action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying



15









 






party; provided that, in each case, not more than one such separate counsel shall be employed
for all indemnified parties. An indemnifying party will not, without the prior written consent of
the indemnified parties (such consent not to be unreasonably withheld, conditioned or delayed),
settle or compromise or consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or potential parties to
such claim or action) unless such settlement, compromise or consent (i) includes an unconditional
release of each indemnified party from all liability arising out of such claim, action, suit or
proceeding, and (ii) does not include any statement as to or an admission of fault, culpability or
a failure to act, by or on behalf of any indemnified party. In addition, no indemnified party
shall, without the written consent of the indemnifying party (such consent not to be unreasonably
withheld, conditioned or delayed), effect the settlement or compromise of, or consent to the entry
of any judgment with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder.




          (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is
unavailable to or insufficient to hold harmless an indemnified party for any reason, then each
applicable indemnifying party shall have a joint and several obligation to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending any loss, claim, liability, damage or
action) (collectively “Losses”) to which such indemnified party may be subject in such proportion
as is appropriate to reflect the relative benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however, that in no
case shall any Initial Purchaser be responsible, in the aggregate, for any amount in excess of the
purchase discount or commission applicable to such Securities, or in the case of an Exchange Note,
as applicable to such Securities, as set forth in the Final Memorandum, nor shall any underwriter
be responsible for any amount in excess of the underwriting discount or commission applicable to
the securities purchased by such underwriter under the Registration Statement which resulted in
such Losses. If the allocation provided by the immediately preceding sentence is unavailable for
any reason, the indemnifying party and the indemnified party shall contribute in such proportion as
is appropriate to reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection
with the statements or omissions which resulted in such Losses as well as any other relevant
equitable considerations. Benefits received by the Company and the Guarantors shall be deemed to
be equal to the total net proceeds from the Initial Placement (before deducting expenses) as set
forth in the Final Memorandum. Benefits received by the Initial Purchasers shall be deemed to be
equal to the total purchase discounts and commissions as set forth on the cover page of the Final
Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of
receiving Securities or Exchange Notes, as applicable, registered under the Act. Benefits received
by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions,
as set forth on the cover page of the Prospectus forming a part of the Registration Statement which
resulted in such Losses. Relative fault shall be determined by reference to, among other things,
whether any untrue or any alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information provided by the indemnifying party, on the
one hand, or by the indemnified party, on the other hand, the intent of the parties and their
relative knowledge, access to information



16









 






and opportunity to correct or prevent such untrue statement or omission. The parties agree
that it would not be just and equitable if contribution were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or any other method of allocation
which does not take account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section, each person who
controls a Holder within the meaning of either the Act or the Exchange Act and each director,
officer, employee and agent of such Holder shall have the same rights to contribution as such
Holder, and each person who controls the Company or any Guarantor within the meaning of either the
Act or the Exchange Act, each director, officer, employee, Affiliate and agent of either the
Company or any Guarantor shall have the same rights to contribution as the Company or any
Guarantor, subject in each case to the applicable terms and conditions of this paragraph (d).




          (e) The provisions of this Section will remain in full force and effect, regardless of any
investigation made by or on behalf of any Holder or the Company or any Guarantor or any of the
indemnified parties referred to in this Section 6, and will survive the sale by a Holder of
securities covered by a Registration Statement.




     7. Underwritten Registrations. (a) If any of the Securities or Exchange Notes, as
the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten
offering, the Managing Underwriters shall be selected by the Majority Holders, such selection to be
subject to the Company’s prior written approval, not to be unreasonably withheld, conditioned or
delayed.



          (b) No person may participate in any underwritten offering pursuant to any Shelf Registration
Statement, unless such person (i) agrees to sell such person’s Securities or Exchange Notes, as the
case may be, on the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements; and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.




     8. Registration Defaults and Additional Interest. If the Securities are not Freely
Tradable by the Exchange Date and either (a) on or prior to the 75th day after the filing of a
Shelf Registration Statement, such Shelf Registration Statement has not been declared effective,
(b) on or prior to Exchange Date, the Registered Exchange Offer has not been consummated, or (c)
after the Shelf Registration Statement has been declared effective, such Registration Statement
thereafter ceases to be effective or usable in connection with resales of Securities or Exchange
Notes in accordance with and during the periods specified in this Agreement (other than as
permitted pursuant to Section 4(c) or Section 4(k)(ii))(each such event referred to in clauses (a)
through (c), (a “Registration Default”), interest (“Additional Interest”) will accrue on the
principal amount of the Securities and the Exchange Notes (in addition to the stated interest on
the Securities and Exchange Notes) from and including the date on which any such Registration
Default shall occur to but excluding the date that is the earlier of (i) the date on which all
Registration Defaults have been cured or (ii) the date such Securities become Freely Tradable.
Additional Interest will accrue at a rate of 0.50% per annum during the 90-day period



17









 







immediately following the occurrence of such Registration Default and shall increase by 0.50%
per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.50%
per annum. If, after the cure of all Registration Defaults then in effect, there is a subsequent
Registration Default, the rate of Additional Interest for such subsequent Registration Default
shall initially be 0.50% regardless of the rate in effect with respect to any prior Registration
Default at the time of cure of such Registration Default.



     All obligations of the Company and the Guarantors set forth in the preceding paragraph that
are outstanding with respect to any Security at the time such Security is exchanged for an Exchange
Note shall survive until such time as all such obligations with respect to such Security have been
satisfied in full.



     9. No Inconsistent Agreements. The Company and the Guarantors have not entered into,
and agree not to enter into, any agreement with respect to its securities that is inconsistent with
the rights granted to the Holders herein or that otherwise conflicts with the provisions hereof.



     10. Amendments and Waivers. The provisions of this Agreement may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from the provisions
hereof may not be given at any time, unless the Company and the Guarantors have obtained the
written consent of the Holders of a majority of the aggregate principal amount of the Registrable
Securities then outstanding; provided that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Company and the Guarantors
shall obtain the written consent of each such Initial Purchaser against which such amendment,
qualification, supplement, waiver or consent is to be effective; provided, further,
that no amendment, qualification, supplement, waiver or consent with respect to Section 8 hereof
shall be effective as against any Holder of Registrable Securities unless consented to in writing
by such Holder; and provided, further, that the provisions of this Section 10 may
not be amended, qualified, modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company and the Guarantors have obtained the written
consent of each Holder. Notwithstanding the foregoing (except the foregoing provisos), a waiver or
consent to departure from the provisions hereof with respect to a matter that relates exclusively
to the rights of Holders whose Securities or Exchange Notes, as the case may be, are being sold
pursuant to a Registration Statement and that does not directly or indirectly affect the rights of
other Holders in any material respect may be given by the Majority Holders, determined on the basis
of Securities or Exchange Notes, as the case may be, being sold rather than registered under such
Registration Statement.



     11. Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier
guaranteeing overnight delivery:



          (a) if to a Holder, at the most current address given by such holder to the Company in
accordance with the provisions of this Section 11, which address initially is, with respect to each
Holder, the address of such Holder maintained by the registrar under the Indenture;




18









 








          (b) if to the Representatives, initially at the address or addresses set forth in the Purchase
Agreement; and




          (c) if to the Company or any Guarantor, initially at its address set forth in the Purchase
Agreement.




     All such notices and communications shall be deemed to have been duly given when received.



     The Initial Purchasers, the Company and the Guarantors by notice to the other parties may
designate additional or different addresses for subsequent notices or communications.



     12. Remedies. Each Holder, in addition to being entitled to exercise all rights
provided to it herein, in the Indenture or in the Purchase Agreement (if an Initial Purchaser) or
granted by law, including recovery of liquidated or other damages, will be entitled to specific
performance of its rights under this Agreement. The Company and the Guarantors agree that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agrees to waive in any action for specific performance the
defense that a remedy at law would be adequate.



     13. Successors. This Agreement shall inure to the benefit of and be binding upon the
parties hereto, their respective successors and assigns, including, without the need for an express
assignment or any consent by the Company or any Guarantor thereto, subsequent Holders of Securities
and the Exchange Notes, and the indemnified persons referred to in Section 6 hereof. The Company
and the Guarantors hereby agree to extend the benefits of this Agreement to any Holder of
Securities and the Exchange Notes, and any such Holder may specifically enforce the provisions of
this Agreement as if an original party hereto.



     14. Counterparts. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
agreement.



     15. Headings. The section headings used herein are for convenience only and shall not
affect the construction hereof.



     16. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed in the
State of New York. The parties hereto each hereby waive any right to trial by jury in any action,
proceeding or counterclaim arising out of or relating to this Agreement.



     17. Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions hereof shall not be in any way impaired or
affected thereby, it being intended that all of the rights and privileges of the parties shall be
enforceable to the fullest extent permitted by applicable law.



19









 




     18. Securities Held by the Company, etc. Whenever the consent or approval of Holders
of a specified percentage of principal amount of Securities or Exchange Notes is required
hereunder, Securities or Exchange Notes, as applicable, held by the Company, the Guarantors or any
of their respective Affiliates (other than subsequent Holders of Securities or Exchange Notes if
such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such
Securities or Exchange Notes) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.


[Signature Page Follows]



20









 







If the foregoing is in accordance with your understanding of our agreement, please sign and return
to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a
binding agreement between the Company, the Guarantors and the several Initial Purchasers.




	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	Cricket Communications, Inc.
	 
	 	 	 	 
	 

	 	By:	 	/s/ S. Douglas Hutcheson
	 

	 	 	 	 
	 

	 	 	 	Name: S. Douglas Hutcheson
	 

	 	 	 	Title: President and Chief Executive Officer
	 
	 	 	 	 
	 	 	Leap Wireless International, Inc.
	 
	 	 	 	 
	 

	 	By:	 	/s/ S. Douglas Hutcheson
	 

	 	 	 	 
	 

	 	 	 	Name: S. Douglas Hutcheson
	 

	 	 	 	Title: President and Chief Executive Officer
	 
	 	 	 	 
	 	 	Cricket Licensee (Reauction), Inc.
	 	 	Cricket Licensee I, Inc.
	 	 	Chasetel Real Estate Holding Company, Inc.
	 	 	Cricket Alabama Property Company
	 	 	Cricket Arizona Property Company
	 	 	Cricket Arkansas Property Company
	 	 	Cricket California Property Company
	 	 	Cricket Colorado Property Company
	 	 	Cricket Florida Property Company
	 	 	Cricket Georgia Property Company, Inc.
	 	 	Cricket Idaho Property Company
	 	 	Cricket Illinois Property Company
	 	 	Cricket Indiana Property Company
	 	 	Cricket Kansas Property Company
	 	 	Cricket Kentucky Property Company
	 	 	Cricket Michigan Property Company
	 	 	Cricket Minnesota Property Company
	 	 	Cricket Mississippi Property Company
	 	 	Cricket Nebraska Property Company
	 	 	Cricket Nevada Property Company
	 	 	Cricket New Mexico Property Company
	 	 	Cricket New York Property Company, Inc.
	 	 	Cricket North Carolina Property Company
	 	 	Cricket Ohio Property Company
	 	 	Cricket Oklahoma Property Company
	 	 	Cricket Oregon Property Company
	 	 	Cricket Pennsylvania Property Company
	 	 	Cricket Texas Property Company






[Signature Page To Registration Rights Agreement]




 









 





	 	 	 	 	 
	 	 	Cricket Utah Property Company
	 	 	Cricket Washington Property Company
	 	 	Cricket Wisconsin Property Company
	 
	 	 	 	 
	 
	 	By:	 	/s/ S. Douglas Hutcheson
	 
	 	 	 	 
	 
	 	 	 	Name:  S. Douglas Hutcheson
	 
	 	 	 	Title:    President and Chief Executive Officer
	 
	 	 	 	 
	 	 	Cricket License 2007, LLC
	 
	 	 	 	 
	 	 	By: 	Cricket Licensee (Reauction), Inc.
	 	 	 	Its Manager and sole member
	 
	 	 	 	 
	 
	 	By:	 	/s/ S. Douglas Hutcheson
	 
	 	 	 	 
	 
	 	 	 	Name:  S. Douglas Hutcheson
	 
	 	 	 	Title:    President and
Chief Executive Officer
	 
	 	 	 	 
	 	 	Hargray Wireless, LLC
	 
	 	 	 	 
	 	 	By: Cricket Communications, Inc.
	 	 	 	Its Manager and sole member
	 
	 	 	 	 
	 
	 	By:	 	/s/ S. Douglas Hutcheson
	 
	 	 	 	 
	 
	 	 	 	Name:  S. Douglas Hutcheson
	 
	 	 	 	Title:    President and
Chief Executive Officer




[Signature Page To Registration Rights Agreement]


 








 





     The foregoing Agreement is hereby confirmed and accepted as of the date first above written.



Goldman, Sachs & Co.

Morgan Stanley & Co. Incorporated




	 	 	 	 	 
	By: Goldman, Sachs & Co.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Goldman, Sachs & Co.	 	 
	 

	 	 

(Goldman, Sachs & Co.)
	 	 
	 
	 	 	 	 
	By: Morgan Stanley & Co. Incorporated	 	 
	 
	 	 	 	 
	By:
	 	/s/ John Tyree	 	 
	 

	 	 

Name:  John Tyree	 
	 

	 	Title:  Managing Director	 






For themselves and the other several

Initial Purchasers named in Schedule I

to the Purchase Agreement.




[Signature Page To Registration Rights Agreement]




 









 




Schedule I


Guarantors



	 	 	 	 	 
	1. Leap Wireless International, Inc.
	 	 	 	 
	2. Cricket Licensee (Reauction), Inc.
	 	 	 	 
	3. Cricket Licensee I, Inc.
	 	 	 	 
	4. Chasetel Real Estate Holding Company, Inc.
	 	 	 	 
	5. Cricket Alabama Property Company
	 	 	 	 
	6. Cricket Arizona Property Company
	 	 	 	 
	7. Cricket Arkansas Property Company
	 	 	 	 
	8. Cricket California Property Company
	 	 	 	 
	9. Cricket Colorado Property Company
	 	 	 	 
	10. Cricket Florida Property Company
	 	 	 	 
	11. Cricket Georgia Property Company, Inc.
	 	 	 	 
	12. Cricket Idaho Property Company
	 	 	 	 
	13. Cricket Illinois Property Company
	 	 	 	 
	14. Cricket Indiana Property Company
	 	 	 	 
	15. Cricket Kansas Property Company
	 	 	 	 
	16. Cricket Kentucky Property Company
	 	 	 	 
	17. Cricket Michigan Property Company
	 	 	 	 
	18. Cricket Minnesota Property Company
	 	 	 	 
	19. Cricket Mississippi Property Company
	 	 	 	 
	20. Cricket Nebraska Property Company
	 	 	 	 
	21. Cricket Nevada Property Company
	 	 	 	 
	22. Cricket New Mexico Property Company
	 	 	 	 
	23. Cricket New York Property Company, Inc.
	 	 	 	 
	24. Cricket North Carolina Property Company
	 	 	 	 
	25. Cricket Ohio Property Company
	 	 	 	 
	26. Cricket Oklahoma Property Company
	 	 	 	 
	27. Cricket Oregon Property Company
	 	 	 	 
	28. Cricket Pennsylvania Property Company
	 	 	 	 
	29. Cricket Texas Property Company
	 	 	 	 
	30. Cricket Utah Property Company
	 	 	 	 
	31. Cricket Washington Property Company
	 	 	 	 
	32. Cricket Wisconsin Property Company
	 	 	 	 
	33. Cricket Licensee 2007, LLC
	 	 	 	 
	34. Hargray Wireless, LLC
	 	 	 	 




Sch-1








 




ANNEX A


     Each broker-dealer that receives exchange notes for its own account pursuant to the exchange
offer must acknowledge that it will deliver a prospectus in connection with any resale of such
exchange notes. The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the
meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may
be used by a broker-dealer in connection with resales of exchange notes received in exchange for
securities where such securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities. Cricket has agreed that, starting on the expiration date
and ending on the close of business one year after the expiration date, it will make this
prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of
Distribution.”


A-1








 




ANNEX B


     Each broker-dealer that receives exchange notes for its own account in exchange for
securities, where such securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such exchange notes. See “Plan of Distribution.”



B-1








 




ANNEX C


PLAN OF DISTRIBUTION


     Each broker-dealer that receives exchange notes for its own account pursuant to the exchange
offer must acknowledge that it will deliver a prospectus in connection with any resale of such
exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of exchange notes received in exchange for
securities where such securities were acquired as a result of market-making activities or other
trading activities. Cricket has agreed that, beginning on the date of consummation of the exchange
offer and ending on the close of business one year after the consummation of the exchange offer, it
will make this prospectus, as amended or supplemented, available to any broker-dealer for use in
connection with any such resale. In addition, until ___, ___, all dealers effecting
transactions in the exchange notes may be required to deliver a prospectus.


     The company will not receive any proceeds from any sale of exchange notes by brokers-dealers.
Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may
be sold from time to time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the exchange notes or a combination of such methods
of resale, at market prices prevailing at the time of resale, at prices related to such prevailing
market prices or negotiated prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of commissions or concessions
from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer
that resells exchange notes that were received by it for its own account pursuant to the exchange
offer and any broker or dealer that participates in a distribution of such exchange notes may be
deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of
exchange notes and any commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging
that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an “underwriter” within the meaning of the Act.


     For a period of one year after the consummation of the exchange offer, Cricket will promptly
send a reasonable number of additional copies of this prospectus and any amendment or supplement to
this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal.
Cricket has agreed to pay all expenses incident to the exchange offer (including the expenses of
one counsel for the holder of the securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the securities (including any broker-dealers) against
certain liabilities, including liabilities under the Act.



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ANNEX D


Rider A


PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.



Name:

Address:


Rider B


If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange
Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage
in, a distribution of Exchange Notes and it has no arrangements or understandings with any person
to participate in a distribution of the Exchange Notes. If the undersigned is a Broker-Dealer that
will receive Exchange Notes for its own account in exchange for Securities, it represents that the
Securities to be exchanged for Exchange Notes were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the
meaning of the Act.


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