Intellectual Property Security Agreement



 Exhibit 4.24 
  
 EXECUTION COPY 
  
 INTELLECTUAL PROPERTY SECURITY AGREEMENT 
  
 INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “IP Security Agreement”) dated as of June 16, 2004 between US UNWIRED INC., a
corporation duly organized and validly existing under the laws of the State of Louisiana (the “Company”), each of the Subsidiaries of the Company identified under the caption “SUBSIDIARY GUARANTORS” on the signature
pages hereto (individually, a “Guarantor” and, together with the Company, individually an “Obligor” and, collectively, the “Obligors”), and U.S. Bank National Association, as
collateral agent for the Secured Parties from time to time party to the Intercreditor Agreement referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”). 
  
 W I T N E S S E
T H : 
  
 WHEREAS, the Company, the Guarantors and
U.S. Bank National Association, as trustee (the “2010 Notes Trustee”) have entered into an indenture dated as of June 16, 2004 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the
“2010 Indenture”) providing for the issuance by the Company of its First Priority Senior Secured Floating Rate Notes due 2010 (the “2010 Notes”); 
  
 WHEREAS, the Company, the Guarantors and U.S. Bank National Association, as
trustee (the “2012 Notes Trustee” and, together with the 2010 Notes Trustee, the “Trustees”) have entered into an indenture dated as of June 16, 2004 (as the same may be amended, supplemented, restated
or otherwise modified from time to time, the “2012 Indenture” and, together with the 2010 Indenture, the “Indentures”) providing for the issuance by the Company of its 10% Second Priority Senior
Secured Notes due 2012 (the “2012 Notes” and, together with the 2010 Notes, the “Notes”); 
  
 WHEREAS concurrently with the execution and delivery hereof the Company, the Guarantors, the 2010 Notes Trustee, the 2012 Notes Trustee and the Collateral
Agent are entering into an intercreditor agreement (as amended, supplemented, restated, replaced or otherwise modified from time to time, the “Intercreditor Agreement”), providing, inter alia, for certain
matters relating to the liens granted hereunder and for the liens granted hereunder for the benefit of the holders of the 2010 Notes to be senior to the liens granted hereunder for the benefit of the holders of the 2012 Notes; 
  
 WHEREAS under the terms of the Security Agreement, the Obligors have granted
to the Collateral Agent for the benefit of the Secured Parties, first priority and second priority security interests in, among other property, certain intellectual property of the Obligors, and have agreed as a condition thereof to execute this IP
Security Agreement for the purposes of recording the grant of the security interest in such intellectual property with the United States Patent and Trademark Office. 
  


					
	 	  	IP Security Agreement	  	 
	 	  	 	  	 









 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Obligor agrees as follows: 
  
 SECTION 1.
Grant of Security. Each Obligor hereby confirms the grant of (i) a first priority security interest in all of such Obligor’s right, title and interest in and to the trademark registrations and applications set forth in Schedule I hereto
and the right to recover for past, present and future infringements or misappropriations thereof and all other rights of any kind whatsoever accruing thereunder or pertaining thereto (collectively being the “Collateral”) to
the Collateral Agent for the benefit of the Collateral Agent and the First Lien Secured parties under the terms of the Security Agreement and (ii) a second priority security interest in the Collateral to the Collateral Agent for the benefit of the
Collateral Agent and the Second Lien Secured parties, under the terms of the Security Agreement. 
  
 SECTION 2. Security for Obligations. The grant of a security interest in the Collateral by each Obligor under the Security Agreement, as evidenced
by this IP Security Agreement, secures the payment of the Secured Obligations of each Obligor whether now existing or hereafter coming into existence. 
  
 SECTION 3. Recordation. Each Obligor authorizes and requests, that the Commissioner for Trademarks and any other applicable government officer
record this IP Security Agreement. 
  
 SECTION 4.
Counterparts. This IP Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this IP Security Agreement by signing
any such counterpart. 
  
 SECTION 5. Grants, Rights and
Remedies. This IP Security Agreement has been entered into pursuant to the terms of the Security Agreement. Each Obligor does hereby, acknowledge and confirm that the grant of the security interest referenced herein to, and the rights and
remedies of the Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. 
  
 SECTION 6. Governing Law. This IP Security Agreement shall be governed
by and construed in accordance with the law of the State of New York. 
  


					
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	 	  	- 2 -	  	 









 IN WITNESS WHEREOF, each Obligor has caused this IP Security Agreement to be duly executed and delivered
by its officer thereunto duly authorized as of the date first above written. 
  

			
	 US UNWIRED INC.

		
	 By:
	 	 /s/ Thomas G. Henning

	 Name:
	 	 Thomas G. Henning

	 Title:
	 	 Secretary



  

			
	GEORGIA PCS LEASING, LLC
		
	 By:
	 	 GEORGIA PCS MANAGEMENT,
 L.L.C., a Georgia limited liability company

	 Its:
	 	 Sole Member

		
	 By:
	 	 LOUISIANA UNWIRED, LLC,
 a Louisiana limited liability company

	 Its:
	 	 Sole Member

		
	 By:
	 	 /s/ Thomas G. Henning

	 Name:
	 	 Thomas G. Henning

	 Title:
	 	 Asst. Manager / Secretary



  

			
	 GEORGIA PCS MANAGEMENT, L.L.C.

		
	 By:
	 	 LOUISIANA UNWIRED, LLC,
 a Louisiana limited liability company

	 Its:
	 	 Sole Member

		
	 By:
	 	 /s/ Thomas G. Henning

	 Name:
	 	 Thomas G. Henning

	 Title:
	 	 Asst. Manager / Secretary



  


					
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	 	  	- 3 -	  	 










			
	 LOUISIANA UNWIRED, LLC

		
	 By:
	 	 /s/ Thomas G. Henning

	 Name:
	 	 Thomas G. Henning

	 Title:
	 	 Asst. Manager / Secretary



  

			
	 TEXAS UNWIRED

	 By:
	 	 LOUISIANA UNWIRED, LLC

	 Its:
	 	 Managing Partner

		
	 By:
	 	 /s/ Thomas G. Henning

	 Name:
	 	 Thomas G. Henning

	 Title:
	 	 Secretary/Assistant Manager



  

			
	 UNWIRED TELECOM CORP.

		
	 By:
	 	 /s/ Thomas G. Henning

	 Name:
	 	 Thomas G. Henning

	 Title:
	 	 Secretary



  

			
	U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
		
	 By:
	 	 /s/ Michael M. Hopkins

	 Name:
	 	 
	 Title:
	 	 


  


					
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 SCHEDULE I 
 to IP Security Agreement 
  
 LIST OF TRADE NAMES, SERVICE MARKS, TRADEMARK AND 
 SERVICE MARK REGISTRATIONS AND APPLICATIONS FOR TRADEMARK

 AND SERVICE MARK REGISTRATIONS 
  

					
	 Trademark

	  	 US P&TO Registration

	  	 Owner


	 US UNWIRED and design
	  	Reg.# 2,203,174 and Serial # 75/183817	  	Unwired Telecom Corp.

  


					
	 	  	Schedule 1 to IP Security Agreement