exv10w1






Exhibit 10.1




 





METROPCS WIRELESS, INC.




AND EACH OF THE GUARANTORS PARTY HERETO




9 1/4% SENIOR NOTES DUE 2014




 






INDENTURE




Dated as of January 20, 2009




 






THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.




Trustee

 






 





 









 





CROSS-REFERENCE TABLE*




	 	 	 
	Trust Indenture	 	 
	Act Section	 	Indenture Section
	310(a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	7.10
	(b)
	 	7.10
	(c)
	 	N.A.
	311(a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312(a)
	 	2.05
	(b)
	 	12.03
	(c)
	 	12.03
	313(a)
	 	7.06
	(b)(1)
	 	N.A.
	(b)(2)
	 	7.06; 7.07
	(c)
	 	7.06; 12.02
	(d)
	 	7.06
	314(a)
	 	4.03;12.02; 12.05
	(b)
	 	N.A.
	(c)(1)
	 	12.04
	(c)(2)
	 	12.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	12.05
	(f)
	 	N.A.
	315(a)
	 	7.01
	(b)
	 	7.05; 12.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316(a) (last sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	(c)
	 	2.12
	317(a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04
	318(a)
	 	12.01
	(b)
	 	N.A.
	(c)
	 	12.01








 




			
	N.A. means not applicable.
	 
	*	 	This Cross Reference Table is not part of the Indenture.




 









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1

	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	24	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	24	 
	Section 1.04 Rules of Construction
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 2

	THE NOTES

	 
	 	 	 	 
	Section 2.01 Form and Dating
	 	 	25	 
	Section 2.02 Execution and Authentication
	 	 	26	 
	Section 2.03 Registrar and Paying Agent
	 	 	26	 
	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	27	 
	Section 2.05 Holder Lists
	 	 	27	 
	Section 2.06 Transfer and Exchange
	 	 	27	 
	Section 2.07 Replacement Notes
	 	 	39	 
	Section 2.08 Outstanding Notes
	 	 	39	 
	Section 2.09 Treasury Notes
	 	 	40	 
	Section 2.10 Temporary Notes
	 	 	40	 
	Section 2.11 Cancellation
	 	 	40	 
	Section 2.12 Defaulted Interest
	 	 	40	 
	 
	 	 	 	 
	ARTICLE 3

	REDEMPTION AND PREPAYMENT

	 
	 	 	 	 
	Section 3.01 Notices to Trustee
	 	 	40	 
	Section 3.02 Selection of Notes to Be Redeemed or Purchased
	 	 	41	 
	Section 3.03 Notice of Redemption
	 	 	41	 
	Section 3.04 Effect of Notice of Redemption
	 	 	42	 
	Section 3.05 Deposit of Redemption or Purchase Price
	 	 	42	 
	Section 3.06 Notes Redeemed or Purchased in Part
	 	 	42	 
	Section 3.07 Optional Redemption
	 	 	43	 
	Section 3.08 Mandatory Redemption
	 	 	43	 
	Section 3.09 Offer to Purchase by Application of Excess Proceeds
	 	 	44	 
	 
	 	 	 	 
	ARTICLE 4

	COVENANTS

	 
	 	 	 	 
	Section 4.01 Payment of Notes
	 	 	45	 
	Section 4.02 Maintenance of Office or Agency
	 	 	45	 
	Section 4.03 Reports
	 	 	46	 
	Section 4.04 Compliance Certificate
	 	 	47	 
	Section 4.05 Taxes
	 	 	48	 
	Section 4.06 Stay, Extension and Usury Laws
	 	 	48	 
	Section 4.07 Restricted Payments
	 	 	48	 
	Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	51	 
	Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock
	 	 	53	 
	Section 4.10 Asset Sales
	 	 	56	 
	Section 4.11 Transactions with Affiliates
	 	 	58	 






 









 






	 	 	 	 	 
	 	 	Page	 
	Section 4.12 Liens
	 	 	59	 
	Section 4.13 Business Activities
	 	 	60	 
	Section 4.14 Corporate Existence
	 	 	60	 
	Section 4.15 Offer to Repurchase Upon Change of Control
	 	 	60	 
	Section 4.16 Payments for Consent
	 	 	62	 
	Section 4.17 Additional Note Guarantees
	 	 	62	 
	Section 4.18 Designation of Restricted and Unrestricted Subsidiaries
	 	 	62	 
	Section 4.19 Changes in Covenants When Notes Rated Investment Grade
	 	 	62	 
	 
	 	 	 	 
	ARTICLE 5

	SUCCESSORS

	 
	 	 	 	 
	Section 5.01 Merger, Consolidation, or Sale of Assets
	 	 	63	 
	Section 5.02 Successor Corporation Substituted
	 	 	64	 
	 
	 	 	 	 
	ARTICLE 6

	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	65	 
	Section 6.02 Acceleration
	 	 	66	 
	Section 6.03 Other Remedies
	 	 	67	 
	Section 6.04 Waiver of Past Defaults
	 	 	67	 
	Section 6.05 Control by Majority
	 	 	67	 
	Section 6.06 Limitation on Suits
	 	 	67	 
	Section 6.07 Rights of Holders of Notes to Receive Payment
	 	 	68	 
	Section 6.08 Collection Suit by Trustee
	 	 	68	 
	Section 6.09 Trustee May File Proofs of Claim
	 	 	68	 
	Section 6.10 Priorities
	 	 	69	 
	Section 6.11 Undertaking for Costs
	 	 	69	 
	 
	 	 	 	 
	ARTICLE 7

	TRUSTEE

	 
	 	 	 	 
	Section 7.01 Duties of Trustee
	 	 	69	 
	Section 7.02 Rights of Trustee
	 	 	70	 
	Section 7.03 Individual Rights of Trustee
	 	 	71	 
	Section 7.04 Trustee’s Disclaimer
	 	 	71	 
	Section 7.05 Notice of Defaults
	 	 	71	 
	Section 7.06 Reports by Trustee to Holders of the Notes
	 	 	71	 
	Section 7.07 Compensation and Indemnity
	 	 	72	 
	Section 7.08 Replacement of Trustee
	 	 	73	 
	Section 7.09 Successor Trustee by Merger, etc.
	 	 	73	 
	Section 7.10 Eligibility; Disqualification
	 	 	74	 
	Section 7.11 Preferential Collection of Claims Against Company
	 	 	74	 
	Section 7.12 Force Majeure
	 	 	74	 
	 
	 	 	 	 
	ARTICLE 8

	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	74	 
	Section 8.02 Legal Defeasance and Discharge
	 	 	74	 
	Section 8.03 Covenant Defeasance
	 	 	75	 
	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	75	 
	Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions
	 	 	77	 






ii 









 






	 	 	 	 	 
	 	 	Page	 
	Section 8.06 Repayment to Company
	 	 	77	 
	Section 8.07 Reinstatement
	 	 	77	 
	 
	 	 	 	 
	ARTICLE 9

	AMENDMENT, SUPPLEMENT AND WAIVER

	 
	 	 	 	 
	Section 9.01 Without Consent of Holders of Notes
	 	 	78	 
	Section 9.02 With Consent of Holders of Notes
	 	 	79	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	80	 
	Section 9.04 Revocation and Effect of Consents
	 	 	80	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	80	 
	Section 9.06 Trustee to Sign Amendments, etc
	 	 	81	 
	 
	 	 	 	 
	ARTICLE 10

	NOTE GUARANTEES

	 
	 	 	 	 
	Section 10.01 Guarantee
	 	 	81	 
	Section 10.02 Limitation on Guarantor Liability
	 	 	82	 
	Section 10.03 Execution and Delivery of Note Guarantee
	 	 	82	 
	Section 10.04 Guarantors May Consolidate, etc., on Certain Terms
	 	 	83	 
	Section 10.05 Releases
	 	 	83	 
	 
	 	 	 	 
	ARTICLE 11

	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	Section 11.01 Satisfaction and Discharge
	 	 	84	 
	Section 11.02 Application of Trust Money
	 	 	85	 
	 
	 	 	 	 
	ARTICLE 12

	MISCELLANEOUS

	 
	 	 	 	 
	Section 12.01 Trust Indenture Act Controls
	 	 	85	 
	Section 12.02 Notices
	 	 	86	 
	Section 12.03 Communication by Holders of Notes with Other Holders of Notes
	 	 	87	 
	Section 12.04 Certificate and Opinion as to Conditions Precedent
	 	 	87	 
	Section 12.05 Statements Required in Certificate or Opinion
	 	 	87	 
	Section 12.06 Rules by Trustee and Agents
	 	 	87	 
	Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	87	 
	Section 12.08 Governing Law
	 	 	88	 
	Section 12.09 Waiver of Jury Trial
	 	 	88	 
	Section 12.10 No Adverse Interpretation of Other Agreements
	 	 	88	 
	Section 12.11 Successors
	 	 	88	 
	Section 12.12 Severability
	 	 	88	 
	Section 12.13 Counterpart Originals
	 	 	88	 
	Section 12.14 Table of Contents, Headings, etc.
	 	 	88	 






EXHIBITS




	 	 	 
	Exhibit A

	 	FORM OF NOTE
	Exhibit B

	 	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C

	 	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D

	 	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
INVESTOR
	Exhibit E

	 	FORM OF NOTATION OF GUARANTEE
	Exhibit F

	 	FORM OF SUPPLEMENTAL INDENTURE






iii 









 





     INDENTURE dated as of January 20, 2009 among MetroPCS Wireless, Inc., a Delaware corporation,
the Guarantors (as defined) and The Bank of New York Mellon Trust Company, N.A., as trustee.



     NOW THEREFORE, the Company, the Guarantors and the Trustee agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders (as defined) of the 9 1/4% Senior
Notes due 2014 (the “Notes”):



ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE




Section 1.01 Definitions.




     “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and
registered in the name of, the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.



     “Acquired Debt” means, with respect to any specified Person:




     (1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or became a Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Restricted Subsidiary of, such specified Person, but
does not include Indebtedness owed or outstanding to the Company or any Guarantor; and




     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person, but does not include Indebtedness owed or outstanding to the Company or any
Guarantor.



     “Additional Notes” means additional Notes (other than the Initial Notes) issued under this
Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to
be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under
common control with” have correlative meanings.



     “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.



     “Applicable Premium” means, with respect to any Note on any redemption date, the greater of:




     (1) 1.0% of the principal amount of the Note; or




     (2) the excess of: (a) the present value at the redemption date of (i) the redemption
price of the Note at November 1, 2010, (such redemption price being set forth in the table
appearing in Section 3.07(c) hereof) plus (ii) all required interest payments due on the
Note through November 1, 2010, (excluding accrued but unpaid interest to the applicable
redemption



1









 






date), computed using a discount rate equal to the Treasury Rate as of such redemption
date plus 50 basis points; over (b) the principal amount of the Note, if greater.



     “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream
that apply to such transfer or exchange.



     “Asset Acquisition” means:




     (1) an Investment by the Company or any of its Restricted Subsidiaries in any other
Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged
into or consolidated with the Company or any of its Restricted Subsidiaries but only if (x)
such Person’s primary business constitutes a Permitted Business and (y) the financial
condition and results of operations of such Person are not already consolidated with those
of the Company and its Restricted Subsidiaries immediately prior to such Investment, or




     (2) an acquisition by the Company or any of its Restricted Subsidiaries of the property
and assets of any Person other than the Company or any of its Restricted Subsidiaries that
constitute all or substantially all of a division, operating unit or line of business of
such Person but only (x) if the property and assets so acquired constitute a Permitted
Business and (y) the financial condition and results of operations of such Person are not
already consolidated with those of the Company and its Restricted Subsidiaries immediately
prior to such acquisition.



     “Asset Disposition” means the sale or other disposition by the Company or any of its
Restricted Subsidiaries other than to the Company or another Restricted Subsidiary of (1) all or
substantially all of the Capital Stock owned by the Company or any of its Restricted Subsidiaries
of any Restricted Subsidiary or any Person that is a Permitted Joint Venture Investment or (2) all
or substantially all of the assets that constitute a division, operating unit or line of business
of the Company or any of its Restricted Subsidiaries.



     “Asset Sale” means:




     (1) the sale, lease, conveyance or other disposition of any assets or rights; provided
that the sale, lease, conveyance or other disposition of all or substantially all of the
assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by
the provisions of Section 4.15 hereof and/or Section 5.01 hereof and not by the provisions
of Section 4.10 hereof; and




     (2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries
or the sale of Equity Interests in any of its Subsidiaries.




Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:




     (3) any single transaction or series of related transactions that involves assets
having a Fair Market Value of less than $10.0 million;




     (4) a transfer of assets between or among the Company and its Restricted Subsidiaries;




     (5) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the
Company or to a Restricted Subsidiary of the Company;



2









 






     (6) the sale, lease, sub-lease or other disposition of (a) assets, products, services
or accounts receivable in the ordinary course of business, (b) equipment or other assets
pursuant to a program for the maintenance or upgrading of such equipment or assets, or (c)
any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary
course of business;




     (7) the sale or other disposition of cash or Cash Equivalents;




     (8) a surrender or waiver of contract rights or settlement, release or surrender of
contract, tort or other claims in the ordinary course of business or a grant of a Lien not
prohibited by this Indenture;




     (9) a Restricted Payment that does not violate the provisions of Section 4.07 hereof;




     (10) arms-length sales, leases or sub-leases (as lessor or sublessor), sale and
leasebacks, assignments, conveyances, transfers or other dispositions of assets or rights
to Royal Street in accordance with the applicable Royal Street Agreements or to a Person
that is a Permitted Joint Venture Investment;




     (11) licenses and sales of intellectual property in the ordinary course of business;
or




     (12) a Permitted Investment.



     “Auction 58” means the public auction for advanced wireless services licenses held by the FCC
pursuant to the procedures outlined in FCC Report No. AUC-04-58-C.



     “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors.



     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any particular “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to
have beneficial ownership of all securities that such “person” has the right to acquire by
conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned”
have a corresponding meaning.



     “Board of Directors” means:




     (1) with respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;




     (2) with respect to a partnership, the Board of Directors of the general partner of the
partnership;




     (3) with respect to a limited liability company, the managing member or members or any
controlling committee of managing members thereof; and




     (4) with respect to any other Person, the board or committee of such Person serving a
similar function.



     “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.



     “Business Day” means any day other than a Legal Holiday.



3









 





     “Capital Lease Obligation” means, at the time any determination is to be made, the amount of
the liability in respect of a capital lease that would at that time be required to be capitalized
on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be prepaid by the lessee without payment of a penalty.



     “Capital Stock” means:




     (1) in the case of a corporation, corporate stock;




     (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




     (3) in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and




     (4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person, but
excluding from all of the foregoing any debt securities convertible into Capital Stock,
whether or not such debt securities include any right of participation with Capital Stock.



     “Cash Equivalents” means:




     (1) United States dollars;




     (2) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government (provided that
the full faith and credit of the United States is pledged in support of those securities)
having maturities of not more than one year from the date of acquisition;




     (3) demand deposits, certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers’ acceptances with
maturities not exceeding one year and overnight bank deposits, in each case, with any lender
party to the Credit Agreement or with any domestic commercial bank having capital and
surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;




     (4) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (2) and (3) above entered into with any
financial institution meeting the qualifications specified in clause (3) above;




     (5) commercial paper having one of the two highest ratings obtainable from Moody’s
Investors Service, Inc. or Standard & Poor’s Rating Services and, in each case, maturing
within one year after the date of acquisition;




     (6) securities issued and fully guaranteed by any state, commonwealth or territory of
the United States, or by any political subdivision or agency or instrumentality thereof,
rated at least “A” by Moody’s or S&P and having maturities of not more than one year after
the date of acquisition




     (7) auction rate securities rated “AAA” by S&P or Moody’s and with reset dates of one
year or less from the time of purchase; and



4









 






     (8) money market funds at least 95% of the assets of which constitute Cash Equivalents
of the kinds described in clauses (1) through (7) of this definition.




“Change of Control” means the occurrence of any of the following:




     (1) the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of the Company and its Subsidiaries
taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act)
other than a Principal or a Related Party of a Principal;




     (2) the adoption of a plan relating to the liquidation or dissolution of the Company;




     (3) the consummation of any transaction (including, without limitation, any merger or
consolidation), the result of which is that any “person” (as defined above), other than the
Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly,
of more than 50% of the Voting Stock of the Company, measured by voting power rather than
number of shares;




     (4) the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event pursuant to a
transaction in which any of the outstanding Voting Stock of the Company or such other Person
is converted into or exchanged for cash, securities or other property, other than any such
transaction where the Voting Stock of the Company outstanding immediately prior to such
transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock)
of the surviving or transferee Person constituting a majority of the outstanding shares of
such Voting Stock of such surviving or transferee Person (immediately after giving effect to
such issuance);




     (5) the first day more than 90 days after an initial public offering of the Company or
any direct or indirect parent of the Company on which a majority of the members of the Board
of Directors of Parent are not Continuing Directors; or




     (6) the first date on which Parent ceases to own, directly or indirectly, a majority of
the outstanding Equity Interests of the Company.



     “Clearstream” means Clearstream Banking, S.A.



     “Company” means MetroPCS Wireless, Inc., and any and all successors thereto.



     “Consolidated Cash Flow” means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period plus, without duplication:




     (1) an amount equal to any extraordinary loss plus any net loss realized by such Person
or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such
losses were deducted in computing such Consolidated Net Income; plus




     (2) provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus



5









 






     (3) the Consolidated Interest Expense of such Person and its Restricted Subsidiaries
for such period, to the extent that such Consolidated Interest Expense was deducted in
computing such Consolidated Net Income; plus




     (4) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and other non-cash
expenses or charges (excluding any such non-cash expense to the extent that it represents an
accrual of or reserve for cash expenses in any future period or amortization of a prepaid
cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries
for such period to the extent that such depreciation, amortization and other non-cash
expenses or charges were deducted in computing such Consolidated Net Income; plus




     (5) any after-tax extraordinary, nonrecurring (to include customary fees and expenses
related to the incurrence of Indebtedness or the issuance of any Capital Stock) or unusual
gains or losses, or income or expenses or charges, provided that with respect to each item
of gain, loss, income, expense or charge, the Company shall have delivered to the Trustee an
Officers’ Certificate specifying and quantifying such loss, expense or charge and stating
that such item of gain, loss, income, expense or charge is after-tax extraordinary,
nonrecurring or unusual; minus




     (6) non-cash items increasing such Consolidated Net Income for such period, other than
the accrual of revenue in the ordinary course of business,


in each case, on a consolidated basis and determined in accordance with GAAP.




     Notwithstanding the preceding, the provision for taxes based on the income or profits of, and
the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the
Company that is not a Subsidiary Guarantor will be added to Consolidated Net Income to compute
Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such Restricted
Subsidiary without prior governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations applicable to that
Restricted Subsidiary or its stockholders.



     “Consolidated Indebtedness” means, with respect to any Person as of any date of determination,
the sum, without duplication, of (i) the total amount of Indebtedness of such Person and its
Restricted Subsidiaries, plus (ii) the total amount of Indebtedness of any other Person, to the
extent that such Indebtedness has been Guaranteed by the referent Person or one or more of its
Restricted Subsidiaries, plus (iii) the aggregate liquidation value of all Disqualified Stock of
such Person and all preferred stock of Subsidiaries of such Person, in each case, determined on a
consolidated basis in accordance with GAAP.



     “Consolidated Interest Expense” means, with respect to any Person for any period, the sum of
without duplication




     (1) the consolidated interest expense of such Person and its Subsidiaries for such
period, whether paid or accrued (including, without limitation, amortization of debt
issuance costs or original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers’ acceptance financings, and net of
payments (if any) pursuant to Hedging Obligations); plus



6









 






     (2) the consolidated interest expense of such Person and its Subsidiaries that was
capitalized during such period; plus




     (3) any interest expense on that portion of Indebtedness of another Person that is
guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such
Person or one of its Subsidiaries (whether or not such Guarantee or Lien is called upon);
plus




     (4) the product of (a) all dividend payments on any series of preferred stock of such
Person or any of its Subsidiaries, times (b) a fraction, the numerator of which is one and
the denominator of which is one minus the then current combined federal, state and local
statutory tax rate of such Person, expressed as a decimal;


in each case, on a consolidated basis and in accordance with GAAP.




     “Consolidated Net Income” means, with respect to any specified Person for any period, the
aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided that:




     (1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or
that is accounted for by the equity method of accounting will be included only to the extent
of the amount of dividends or similar distributions paid in cash to the specified Person or
a Restricted Subsidiary of the Person;




     (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted Subsidiary
of that Net Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly, by operation
of the terms of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Restricted Subsidiary or its
stockholders; and




     (3) the cumulative effect of a change in accounting principles will be excluded; and




     (4) notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary
will be excluded, whether or not distributed to any specified Person or one of its
Subsidiaries.



     “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of Parent who:




     (1) was a member of such Board of Directors on the date 90 days after an initial public
offering of the Capital Stock of the Company or any direct or indirect parent of the
Company; or




     (2) was nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of Directors at the
time of such nomination or election.



     “Contribution Indebtedness” means, Indebtedness in an aggregate principal amount, including
all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or
discharge such Indebtedness, not to exceed 150% of the aggregate amount of all Net Equity Proceeds.



7









 





     “Corporate Trust Office of the Trustee” means, solely for purposes of presenting Notes, The
Bank of New York Mellon located at 101 Barclay Street, 7 East, New York, New York 10014, and, for
all other purposes, the office of the Trustee at which any time its corporate trust business shall
be administered, which at the date hereof is located at 601 Travis Street, 16th Floor, Houston,
Texas 77002, Attention: Corporate Trust Services, re: MetroPCS Wireless, Inc., or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company, or
the principal corporate trust office of any successor Trustee (or such other address as such
successor Trustee may designate from time to time by notice to the Holders and the Company).



     “Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of
February 20, 2007, by and among the Company, Bear Stearns Corporate Lending Inc., as administrative
agent and syndication agent, Bear, Stearns & Co., Inc., as sole lead arranger and joint book
runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book runner and Banc of America
Securities LLC as joint book runner, providing for revolving credit and term loan borrowings and
letters of credit, including any related notes, collateral documents, instruments and agreements
executed in connection therewith, and, in each case, as amended, restated, modified, renewed,
refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by
means of sales of debt securities to institutional investors) in whole or in part from time to
time.



     “Credit Facilities” means, one or more debt facilities (including, without limitation, the
Credit Agreement) or commercial paper facilities, in each case with banks, other institutional
lenders or investors or a trustee, providing for revolving credit loans, term loans, receivables
financing (including through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or
otherwise) or refinanced (including by means of sales of debt securities to institutional
investors) in whole or in part from time to time.



     “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any
successor entity thereto.



     “Debt to Cash Flow Ratio” means, with respect to any Person as of any date of determination,
the ratio of (a) the Consolidated Indebtedness of such Person as of such date to (b) the
Consolidated Cash Flow of such Person for the four most recent full fiscal quarters ending
immediately prior to such date for which internal financial statements are available.



     For purposes of making the computation referred to above:




     (1) pro forma effect shall be given to Asset Dispositions and Asset Acquisitions
(including giving pro forma effect to any related financing transactions and the application
of proceeds of any Asset Disposition) that occur during such four-quarter period or
subsequent to such four quarter period but on or prior to the date on which the Debt to Cash
Flow Ratio is to be calculated as if they had occurred and such proceeds had been applied on
the first day of such four-quarter period;




     (2) pro forma effect shall be given to asset dispositions and asset acquisitions
(including giving pro forma effect to any related financing transactions and the application
of proceeds of any asset disposition) that have been made by any Person that has become a
Restricted Subsidiary of the Company or has been merged with or into the Company or any
Restricted Subsidiary during such four-quarter period or subsequent to such four quarter
period but on or prior to the date on which the Debt to Cash Flow Ratio is to be calculated
and that would have constituted Asset Dispositions or Asset Acquisitions had such
transactions occurred



8









 







when such Person was a Restricted Subsidiary, as if such asset dispositions or asset
acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of
such four-quarter period;




     (3) to the extent that the pro forma effect of any transaction is to be made pursuant
to clause (1) or (2) above, such pro forma effect shall be determined in good faith on a
reasonable basis by a responsible financial or accounting officer of the specified Person,
as if the subject transaction(s) had occurred on the first day of the four-quarter reference
period and Consolidated Cash Flow for such reference period shall be calculated without
giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net
Income;




     (4) the Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses disposed of (without duplication of
clauses (1) and (2) above) prior to the date on which the Debt to Cash Flow Ratio is to be
calculated, shall be excluded;




     (5) any Person that is a Restricted Subsidiary on the date on which the Debt to Cash
Flow Ratio is to be calculated will be deemed to have been a Restricted Subsidiary at all
times during such four-quarter period; and




     (6) any Person that is not a Restricted Subsidiary on the date on which the Debt to
Cash Flow Ratio is to be calculated will be deemed not to have been a Restricted Subsidiary
at any time during such four-quarter period.



     “Default” means any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.



     “Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except
that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges
of Interests in the Global Note” attached thereto.



     “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and
any and all successors thereto appointed as depositary hereunder and having become such pursuant to
the applicable provision of this Indenture.



     “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case at the option
of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that
would constitute Disqualified Stock solely because the holders of the Capital Stock have the right
to require the Company to repurchase such Capital Stock upon the occurrence of a change of control
or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide
that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified
Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum
amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the
maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock,
exclusive of accrued dividends.



9









 





     “Domestic Restricted Subsidiary” means any Restricted Subsidiary of the Company that was
formed under the laws of the United States or any state of the United States or the District of
Columbia or any such Restricted Subsidiary that guarantees or otherwise provides direct credit
support for any Indebtedness of the Company.



     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).



     “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f)
hereof.



     “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.



     “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights
Agreement.



     “Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than
Indebtedness under the Credit Agreement) in existence on November 3, 2006, until such amounts are
repaid.



     “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated
willing seller in a transaction not involving distress or necessity of either party, determined in
good faith, in the case of amounts under $10.0 million, by a financial officer of the Company, in
the case of amounts over $10.0 million but equal to or less than $50.0 million, by the Board of
Directors of the Company (unless otherwise provided in this Indenture) and, in the case of amounts
over $50.0 million, by the Board of Directors of Parent whose determination must be based upon an
opinion or appraisal issued by an accounting, appraisal or investment banking firm of recognized
standing.



     “FCC” means the United States Federal Communications Commission and any successor agency which
is responsible for regulating the United States telecommunications industry.



     “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect from time to time.



     “Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is
required to be placed on all Global Notes issued under this Indenture.



     “Global Notes” means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the
Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global
Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached
thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f)
hereof.



10









 





     “Government Securities” means direct obligations of, or obligations guaranteed by, the United
States of America, and the payment for which the United States pledges its full faith and credit.



     “Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including, without
limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements
in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or
services, to take or pay or to maintain financial statement conditions or otherwise).



     “Guarantors” means each of:




     (1) Parent;




     (2) HoldCo;




     (3) the Company’s direct and indirect Restricted Subsidiaries existing on the date of
this Indenture; and




     (4) any other Subsidiary of Parent that executes a Note Guarantee in accordance with
the provisions of this Indenture either (a) as required pursuant to Section 4.17 hereof or
(b) because Parent, in its sole discretion, causes such Subsidiary to do so;


and their respective successors and assigns, in each case, until the Note Guarantee of such Person
has been released in accordance with the provisions of this Indenture.




     “Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person under:




     (1) interest rate swap agreements (whether from fixed to floating or from floating to
fixed), interest rate cap agreements and interest rate collar agreements;




     (2) other agreements or arrangements designed to manage interest rates or interest rate
risk; and




     (3) other agreements or arrangements designed to protect such Person against
fluctuations in currency exchange rates or commodity prices.



     “HoldCo” means MetroPCS, Inc.



     “Holder” means a Person in whose name a Note is registered.



     “IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee that will be issued in a denomination equal
to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.



     “Indebtedness” means, with respect to any specified Person, without duplication, any
indebtedness of such Person (excluding accrued expenses and trade payables), whether or not
contingent:




     (1) in respect of borrowed money;



11









 






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




     (3) in respect of banker’s acceptances;




     (4) representing Capital Lease Obligations;




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




     (6) representing any Hedging Obligations,


if and 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.




     “Indenture” means this Indenture, as amended or supplemented from time to time.



     “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through
a Participant.



     “Initial Notes” means the first $550.0 million aggregate principal amount of Notes issued
under this Indenture on the date hereof.



     “Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.



     “Investments” means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other
obligations), advances (excluding commission, travel, entertainment, drawing accounts and similar
advances to officers and employees made in the ordinary course of business) or capital
contributions, purchases or other acquisitions for consideration of Indebtedness, Equity Interests
or other securities, together with all items that are or would be classified as investments on a
balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the
Company sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or disposition, such
Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made
an Investment on the date of any such sale or disposition equal to the Fair Market Value of the
Company’s Investments in such Restricted Subsidiary that were not sold or disposed of in an amount
determined as provided in the final paragraph of Section 4.07 hereof. The acquisition by the
Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person
will be deemed to be an Investment by the Company or such Subsidiary in such third Person in an
amount equal to the Fair Market Value of the Investments held by the acquired Person in such third
Person in an amount determined as provided in the final paragraph of Section 4.07 hereof. Except
as otherwise provided in this Indenture, the amount of an Investment will be determined at the time
the Investment is made and without giving effect to subsequent changes in value.



12









 





     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City
of New York or at a place of payment are authorized by law, regulation or executive order to remain
closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that
place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such
payment for the intervening period.



     “Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent
to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.



     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction.



     “Liquidated Damages” means all liquidated damages then owing pursuant to the Registration
Rights Agreement.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Net Equity Proceeds” means the net cash proceeds received by the Company since November 3,
2006 as a contribution to its common equity capital or from the issue or sale of Equity Interests
of the Company (other than Disqualified Stock)



     “Net Income” means, with respect to any specified Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect of preferred stock
accretion or dividends, excluding, however:




     (1) any gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with:




     (a) any Asset Sale; or




     (b) the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its
Restricted Subsidiaries; and




     (2) any extraordinary gain (but not loss), together with any related provision for
taxes on such extraordinary gain (but not loss).



     “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration received in any Asset
Sale), net of the direct costs relating to such Asset Sale, including, without limitation, (a)
legal, accounting and investment banking fees, sales commissions, employee severance costs, and any
relocation expenses incurred as a result of the Asset Sale, (b) taxes paid or payable as a result
of the Asset Sale, in each case, after taking into account any available tax credits or deductions
and any tax sharing arrangements, (c) amounts required to be applied to the repayment of
Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or
assets that were the subject of such Asset Sale, and (d) any amounts to be set aside in any reserve
established in accordance with GAAP or any amount placed in escrow, in




13











 




either case for adjustment in respect of the sale price of such properties or assets or for
liabilities associated with such Asset Sale and retained by the Company or any of its Restricted
Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated,
in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount
returned to the Company or its Restricted Subsidiaries from such escrow arrangement, as the case
may be.




     “Non-Recourse Debt” means Indebtedness:




     (1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise,
or (c) constitutes the lender;




     (2) no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would
permit upon notice, lapse of time or both any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to
its Stated Maturity; and




     (3) as to which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.




“Non-U.S. Person” means a Person who is not a U.S. Person.



     “Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this
Indenture and the Notes, executed pursuant to the provisions of this Indenture.



     “Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes
and the Additional Notes shall be treated as a single class for all purposes under this Indenture,
and unless the context otherwise requires, all references to the Notes shall include the Initial
Notes and any Additional Notes.



     “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.



     “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.



     “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of
the Company, one of whom must be the principal executive officer, the principal financial officer,
the treasurer or the principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.



     “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or
counsel to the Company, any Subsidiary of the Company or the Trustee.



     “Parent” means MetroPCS Communications, Inc.



14









 





     “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to
DTC, shall include Euroclear and Clearstream).



     “Permitted Business” means those businesses in which the Company and its Subsidiaries were
engaged on November 3, 2006, or any business similar, related, incidental or ancillary thereto or
that constitutes a reasonable extension or expansion thereof, or any business reasonably related to
the telecommunications industry, and the acquisition, holding or exploitation of any license
relating to the delivery of those services.



     “Permitted Investments” means:




     (1) any Investment in the Company or in any Restricted Subsidiary of the Company that
is a Guarantor;




     (2) any Investment in Cash Equivalents;




     (3) any Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment:




     (a) such Person becomes a Restricted Subsidiary of the Company; or




     (b) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into, the
Company or a Restricted Subsidiary of the Company;




     (4) any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;




     (5) any acquisition of assets or Capital Stock solely in exchange for the issuance of
Equity Interests (other than Disqualified Stock) of the Company;




     (6) any Investments received in compromise or resolution of (A) obligations of trade
creditors or customers that were incurred in the ordinary course of business of the Company
or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or
similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or
(B) litigation, arbitration or other disputes with Persons who are not Affiliates;




     (7) Investments represented by Hedging Obligations;




     (8) loans or advances to employees made in the ordinary course of business of the
Company or any Restricted Subsidiary of the Company in an aggregate principal amount not to
exceed $5.0 million at any one time outstanding;




     (9) repurchases of (i) the Notes or (ii) any of the Company’s 9 1/4% Senior Notes due
2014 issued pursuant to that certain Indenture, dated November 3, 2006, among the Company,
the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., f.k.a. The
Bank of New York Trust Company, N.A., as trustee;




     (10) advances and prepayments for asset purchases in the ordinary course of business in
a Permitted Business of the Company or any of its Restricted Subsidiaries;



15









 






     (11) Investments existing on November 3, 2006;




     (12) the acquisition by the Company or any of its Restricted Subsidiaries of Equity
Interests of Royal Street;




     (13) Investments in Royal Street represented by the Royal Street Loan or Investments
required or contemplated by the Royal Street Agreements in the geographic markets covered by
the assets purchased by Royal Street in Auction 58; and




     (14) (a) Permitted Joint Venture Investments, and (b) other Investments in any Person
other than an Affiliate of the Company (excluding any Person that is an Affiliate of the
Company solely by reason of Parent’s ownership, directly or indirectly, of Equity Interests
of such Person), to the extent such Investment under (a) or (b) has an aggregate Fair Market
Value (measured on the date each such Investment was made and without giving effect to
subsequent changes in value), when taken together with all other Investments made pursuant
to this clause (14) that are at the time outstanding, not to exceed 10% of the Company’s
Total Assets on the date such Investment is made.


Notwithstanding any other provision to the contrary, no Permitted Investment shall be deemed to be
a Restricted Payment.




     “Permitted Joint Venture Investment” means, with respect to any specified Person, Investments
in any other Person engaged in a Permitted Business (a) (i) over which the specified Person has or
controls 40% or more of the votes on the management committee or Board of Directors of such other
Person, (ii) with which such specified Person is party to an FCC approved services agreement
pursuant to which such specified Person actively participates in the day-to-day management of such
other Person, or (iii) over which the specified Person otherwise has operational and managerial
control of such other Person, and (b) of which at least 40% of the outstanding Capital Stock of
such other Person is at the time owned directly or indirectly by the specified Person.



     “Permitted Liens” means:




     (1) Liens securing Indebtedness and other Obligations under Credit Facilities and/or
securing Hedging Obligations related thereto permitted by Section 4.09(b)(1), (8) and (16)
hereof;




     (2) Liens in favor of the Company or the Guarantors;




     (3) Liens on property of a Person existing at the time such Person is merged with or
into or consolidated with the Company or any Subsidiary of the Company; provided that such
Liens were in existence prior to the contemplation of such merger or consolidation and do
not extend to any assets other than those of the Person merged into or consolidated with the
Company or the Subsidiary;




     (4) Liens on property (including Capital Stock) existing at the time of acquisition of
the property by the Company or any Subsidiary of the Company; provided that such Liens were
in existence prior to, such acquisition, and not incurred in contemplation of, such
acquisition;




     (5) bankers’ Liens, rights of setoff and Liens to secure the performance of bids,
tenders, trade or governmental contracts, leases, licenses, statutory obligations, surety or
appeal bonds, performance bonds or other obligations of a like nature incurred in the
ordinary course of business;



16









 






     (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by
Section 4.09(b)(4) hereof covering only the assets (including the proceeds thereof,
accessions thereto and upgrades thereof) acquired with or financed by such Indebtedness;




     (7) Liens existing on November 3, 2006;




     (8) Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided that any reserve or other appropriate
provision as is required in conformity with GAAP has been made therefor;




     (9) Liens imposed by law, such as carriers’, warehousemen’s, suppliers’, vendors’,
construction, repairmen’s, landlord’s and mechanics’ Liens or other similar Liens, in each
case, incurred in the ordinary course of business;




     (10) survey exceptions, easements or reservations of, or rights of others for,
licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions as to the use of real property that were
not incurred in connection with Indebtedness and that do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in the
operation of the business of such Person;




     (11) Liens arising by reason of a judgment, attachment, decree or court order, to the
extent not otherwise resulting in an Event of Default, and any Liens that are required to
protect or enforce any rights in any administrative, arbitration or other court proceedings
in the ordinary course of business;




     (12) Liens created for the benefit of (or to secure) (i) the Notes (or the Note
Guarantees) or (ii) any of the Company’s 9 1/4% Senior Notes due 2014 issued pursuant to that
certain Indenture, dated November 3, 2006, among the Company, the Guarantors named therein
and The Bank of New York Mellon Trust Company, N.A., f.k.a. The Bank of New York Trust
Company, N.A., as trustee (and the Guarantees by the Guarantors of such notes);




     (13) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred
under this Indenture; provided, however, that:




     (a) the new Lien shall be limited to all or part of the same property and
assets that secured or, under the written agreements pursuant to which the original
Lien arose, could secure the original Lien (plus improvements and accessions to such
property and assets and proceeds or distributions of such property and assets and
improvements and accessions thereto); and




     (b) the Indebtedness secured by the new Lien is not increased to any amount
greater than the sum of (x) the outstanding principal amount, or, if greater,
committed amount, of the Permitted Refinancing Indebtedness and (y) an amount
necessary to pay any fees and expenses, including premiums, related to such renewal,
refunding, refinancing, replacement, defeasance or discharge;




     (14) Liens contained in purchase and sale agreements limiting the transfer of assets
pending the closing of the transactions contemplated thereby;



17









 






     (15) Liens that may be deemed to exist by virtue of contractual provisions that
restrict the ability of the Company or any of its Subsidiaries from granting or permitting
to exist Liens on their respective assets;




     (16) Liens in favor of the Trustee as provided for in this Indenture on money or
property held or collected by the trustee in its capacity as trustee;




     (17) Liens on cash or Cash Equivalents securing (a) workers’ compensation claims,
self-insurance obligations, unemployment insurance or other social security, old age
pension, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds,
surety bonds, public liability obligations, or other similar bonds or obligations, or
securing any Guarantees or letters of credit functioning as or supporting any of the
foregoing, in each case incurred in the ordinary course of business or (b) letters of credit
required to be issued for the benefit of (x) C9 Wireless, LLC in accordance with the Royal
Street Agreements or (y) any Person that controls a Permitted Joint Venture Investment to
secure any put right for the benefit of the Person controlling the Permitted Joint Venture
Investment;




     (18) Liens arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into in the ordinary course of business covering only the property
under lease (plush improvements and accessions to such property and proceeds or
distributions of such property and improvements and accessions thereto); and




     (19) Liens with respect to obligations that do not exceed $5.0 million at any one time
outstanding.




Permitted Payments to Parent” means , without duplication as to amounts:




     (1) payments to Parent (directly or through HoldCo) to permit Parent to pay reasonable
accounting, legal, investment banking fees and administrative expenses of Parent when due;
and




     (2) for so long as the Company is a member of a group filing a consolidated or combined
tax return with Parent, payments to Parent (directly or through HoldCo) in respect of an
allocable portion of the tax liabilities of such group that is attributable to the Company
and its Subsidiaries (“Tax Payments”). The Tax Payments shall not exceed the lesser of (i)
the amount of the relevant tax (including any penalties and interest) that the Company would
owe if the Company were filing a separate tax return (or a separate consolidated or combined
return with its Subsidiaries that are members of the consolidated or combined group), taking
into account any carryovers and carrybacks of tax attributes (such as net operating losses)
of the Company and such Subsidiaries from other taxable years and (ii) the net amount of the
relevant tax that Parent actually owes to the appropriate taxing authority. Any Tax
Payments received from the Company shall be paid over to the appropriate taxing authority
within 30 days of Parent’s receipt of such Tax Payments or refunded to the Company.



     “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries, any Disqualified Stock of the Company or any preferred stock of any
Restricted Subsidiary issued (a) in exchange for, or the net proceeds of which are used to, extend
the maturity, renew, refund, refinance, replace, defease, discharge or otherwise retire for value,
in whole or in part, or (b) constituting an amendment, modification or supplement to or a deferral
or renewal of ((a) and (b) above, collectively, a “Refinancing”), any other Indebtedness of the
Company any of its Restricted Subsidiaries (other than intercompany Indebtedness), any Disqualified
Stock of the Company or any



18









 




preferred stock of a Restricted Subsidiary in a principal amount or, in the case of
Disqualified Stock of the Company or preferred stock of a Restricted Subsidiary, liquidation
preference, not to exceed (after deduction of reasonable and customary fees and expenses incurred
in connection with the Refinancing) the lesser of:





     (1) the principal amount or, in the case of Disqualified Stock or preferred stock,
liquidation preference, of the Indebtedness, Disqualified Stock or preferred stock so
Refinanced (plus, in the case of Indebtedness, the amount of premium, if any paid in
connection therewith), and




     (2) if the Indebtedness being Refinanced was issued with any original issue discount,
the accreted value of such Indebtedness (as determined in accordance with GAAP) at the time
of such Refinancing.


Notwithstanding the preceding, no Indebtedness, Disqualified Stock or preferred stock will be
deemed to be Permitted Refinancing Indebtedness, unless:





     (1) such Indebtedness, Disqualified Stock or preferred stock has a final maturity date
or redemption date, as applicable, later than the final maturity date or redemption date, as
applicable, of, and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or preferred
stock being Refinanced;




     (2) if the Indebtedness, Disqualified Stock or preferred stock being Refinanced is
contractually subordinated in right of payment to the Notes, such Indebtedness, Disqualified
Stock or preferred stock is contractually subordinated in right of payment to, the Notes, on
terms at least as favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness, Disqualified Stock or preferred stock being Refinanced at the
time of the Refinancing; and




     (3) such Indebtedness or Disqualified Stock is incurred or issued by the Company or
such Indebtedness, Disqualified Stock or preferred stock is incurred or issued by the
Restricted Subsidiary who is the obligor on the Indebtedness being Refinanced or the issuer
of the Disqualified Stock or preferred stock being Refinanced.



     “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.



     “Principals” means any direct or indirect Beneficial Owner of the Company or any of its
subsidiaries on November 3, 2006.



     “Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be
placed on all Notes issued under this Indenture except where otherwise permitted by the provisions
of this Indenture.



     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.



     “Registration Rights Agreement” means the Registration Rights Agreement, dated as of January
20, 2009, among the Company, the Guarantors and the other parties named on the signature pages
thereof, as such agreement may be amended, modified or supplemented from time to time and, with
respect to any Additional Notes, one or more registration rights agreements among the Company, the
Guarantors and the



19









 




other parties thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to rights given by the Company to the purchasers of Additional Notes to register
such Additional Notes under the Securities Act.




     “Regulation S” means Regulation S promulgated under the Securities Act.



     “Regulation S Global Note” means a Global Note in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.



     “Related Party” means:




     (1) any controlling stockholder, 80% (or more) owned Subsidiary, or immediate family
member (in the case of an individual) of any Principal; or




     (2) any trust, corporation, partnership, limited liability company or other entity, the
beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an
80% or more controlling interest of which consist of any one or more Principals and/or such
other Persons referred to in the immediately preceding clause (1).



     “Responsible Officer,” when used with respect to the Trustee, means any officer within the
Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other
officer of the Trustee customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and familiarity with the
particular subject.



     “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.



     “Restricted Global Note” means a Global Note bearing the Private Placement Legend.



     “Restricted Investment” means an Investment other than a Permitted Investment.



     “Restricted Subsidiary” of a Person means any Subsidiary of the referenced Person that is not
an Unrestricted Subsidiary.



     “Royal Street” means Royal Street Communications, LLC, a Delaware limited liability company.



     “Royal Street Agreements” means the Royal Street Credit Agreement, the Royal Street Equipment
and Facilities Lease Agreement, the Royal Street Letter of Credit Agreement, the Royal Street LLC
Agreement, the Royal Street Pledge Agreement, the Royal Street Promissory Note, the Royal Street
Security Agreement and the Royal Street Services Agreement.



     “Royal Street Credit Agreement” means the Second Amended and Restated Credit Agreement,
executed on December 15, 2005 as of December 22, 2004, by and between Royal Street and the Company,
as amended from time to time, as in effect on November 3, 2006, and as amended, supplemented or
modified from time to time after November 3, 2006 so long as such amendment, supplement or
modification does not materially adversely affect the Liens granted to the Company or any
Subsidiary Guarantor pursuant to the Royal Street Credit Agreement, the Royal Street Security
Agreement or Royal Street Pledge Agreement, each as in effect on November 3, 2006.



20









 





     “Royal Street Equipment and Facilities Lease Agreement” means the Master Equipment and
Facilities Lease Agreement executed as of May 17, 2006, by and between Royal Street and the
Company, as amended from time to time, as in effect on November 3, 2006, and as amended,
supplemented or modified from time to time after November 3, 2006.



     “Royal Street Letter of Credit Agreement” means the Letter of Credit Agreement, dated November
24, 2004, by GWI PCS1, Inc. to and for the benefit of C9 Wireless II, LLC, as amended from time to
time, as in effect on November 3, 2006, and as amended, supplemented or modified from time to time
after November 3, 2006.



     “Royal Street LLC Agreement” means the Amended and Restated Limited Liability Company
Agreement of Royal Street, executed on December 15, 2005 as of November 24, 2004, by and between C9
Wireless, LLC, GWI PCS1, Inc., and the Company, as amended from time to time, as in effect on
November 3, 2006, and as amended, supplemented or modified from time to time after November 3,
2006.



     “Royal Street Loan” means the aggregate amount of loans by the Company to Royal Street in
order to fund the purchase by Royal Street of wireless spectrum in Auction 58 and the build-out of
the Royal Street systems and the operations of Royal Street, as amended from time to time, as in
effect on November 3, 2006, and as amended, supplemented or modified from time to time after
November 3, 2006.



     “Royal Street Pledge Agreement” means the Amended and Restated Pledge Agreement, executed on
December 15, 2005 as of December 22, 2004, by and between Royal Street and the Company, as amended
from time to time, as in effect on November 3, 2006, and as amended, supplemented or modified from
time to time after November 3, 2006 so long as such amendment, supplement or modification does not
materially adversely affect the Liens granted to the Company or any Subsidiary Guarantor pursuant
to the Royal Street Credit Agreement, the Royal Street Security Agreement or Royal Street Pledge
Agreement, each as in effect on November 3, 2006.



     “Royal Street Promissory Note” means the Amended and Restated Promissory Note, executed on
December 15, 2005 as of December 22, 2004, by Royal Street to the order of the Company, as amended
from time to time, as in effect on November 3, 2006, and as amended, supplemented or modified from
time to time after November 3, 2006.



     “Royal Street Security Agreement” means the Amended and Restated Security Agreement, executed
on December 15, 2005 as of December 22, 2004, by and between Royal Street and the Company, as
amended from time to time, as in effect on November 3, 2006, and as amended, supplemented or
modified from time to time after November 3, 2006 so long as such amendment, supplement or
modification does not materially adversely affect the Liens granted to the Company or any
Subsidiary Guarantor pursuant to the Royal Street Credit Agreement, the Royal Street Security
Agreement or Royal Street Pledge Agreement, each as in effect on November 3, 2006.



     “Royal Street Services Agreement” means the Amended and Restated Services Agreement, executed
on December 15, 2005 as of November 24, 2004, by and between Royal Street and the Company, as
amended from time to time, as in effect on November 3, 2006, and as amended, supplemented or
modified from time to time after November 3, 2006.



     “Rule 144” means Rule 144 promulgated under the Securities Act.



     “Rule 144A” means Rule 144A promulgated under the Securities Act.



21









 





     “Rule 903” means Rule 903 promulgated under the Securities Act.



     “Rule 904” means Rule 904 promulgated under the Securities Act.



     “S&P” means Standard & Poor’s Rating Group.



     “SEC” means the Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Shelf Registration Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement.



     “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the
Securities Act, as such Regulation is in effect on November 3, 2006.



     “Stated Maturity” means, with respect to any installment of interest or principal on any
series of Indebtedness, the date on which the payment of interest or principal was scheduled to be
paid in the documentation governing such Indebtedness as of the date of this Indenture, and will
not include any contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.



     “Subsidiary” means, with respect to any specified Person:




     (1) any corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency and after giving effect to any voting agreement or stockholders’ agreement
that effectively transfers voting power) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and




     (2) any partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general partners of
which are that Person or one or more Subsidiaries of that Person (or any combination
thereof).



     “Subsidiary Guarantors” means, collectively, the Guarantors that are Subsidiaries of the
Company.



     “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).



     “Total Assets” means the total assets of a Person as set forth on the most recent balance
sheet of such Person prepared in accordance with GAAP.



     “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption
date of United States Treasury securities with a constant maturity (as compiled and published in
the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available
at least two business days prior to the redemption date (or, if such Statistical Release is no
longer published, any publicly available source of similar market data)) most nearly equal to the
period from the redemption date to November 1, 2010; provided, however, that if the period from the
redemption date to November 1,



22









 




2010, is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year will be used. The Company will (1)
calculate the Treasury Rate on the third business day preceding the applicable redemption date and
(2) prior to such redemption date file with the Trustee an Officer’s Certificate setting forth the
Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.




     “Trustee” means The Bank of New York Mellon Trust Company, N.A., until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter means the successor
serving hereunder.



     “Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required
to bear the Private Placement Legend.



     “Unrestricted Global Note” means a Global Note that does not bear and is not required to bear
the Private Placement Legend.



     “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board
of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of
Directors, but only to the extent that such Subsidiary:




     (1) has no Indebtedness other than Non-Recourse Debt;




     (2) except as permitted by Section 4.11 hereof, is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted Subsidiary of the
Company unless the terms of any such agreement, contract, arrangement or understanding are
no less favorable to the Company or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company;




     (3) is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person’s financial condition or to cause such
Person to achieve any specified levels of operating results; and




     (4) has not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted Subsidiaries.



     “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities
Act.



     “Voting Stock” of any specified Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote in the election of the Board of Directors of such Person.



     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing:




     (1) the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date
and the making of such payment; by



23









 






     (2) the then outstanding principal amount of such Indebtedness.



Section 1.02 Other Definitions.




	 	 	 	 	 
	 	 	Defined in	 
	Term	 	Section	 
	“Affiliate Transaction”
	 	 	4.11	 
	“Asset Sale Offer”
	 	 	3.09	 
	“Authentication Order”
	 	 	2.02	 
	“Change of Control Offer”
	 	 	4.15	 
	“Change of Control Payment”
	 	 	4.15	 
	“Change of Control Payment Date”
	 	 	4.15	 
	“Covenant Defeasance”
	 	 	8.03	 
	“DTC”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 
	“Excess Proceeds”
	 	 	4.10	 
	“incur”
	 	 	4.09	 
	“Legal Defeasance”
	 	 	8.02	 
	“Offer Amount”
	 	 	3.09	 
	“Offer Period”
	 	 	3.09	 
	“Paying Agent”
	 	 	2.03	 
	“Permitted Debt”
	 	 	4.09	 
	“Payment Default”
	 	 	6.01	 
	“Purchase Date”
	 	 	3.09	 
	“Registrar”
	 	 	2.03	 
	“Restricted Payments”
	 	 	4.07	 






Section 1.03 Incorporation by Reference of Trust Indenture Act.




     Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.



     The following TIA terms used in this Indenture have the following meanings:



     “indenture securities” means the Notes;



     “indenture security Holder” means a Holder of a Note;



     “indenture to be qualified” means this Indenture;



     “indenture trustee” or “institutional trustee” means the Trustee; and



     “obligor” on the Notes and the Note Guarantees means the Company and the Guarantors,
respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.



     All other terms used in this Indenture that are defined by the TIA, defined by TIA reference
to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.



24









 





Section 1.04 Rules of Construction.




     Unless the context otherwise requires:




     (1) a term has the meaning assigned to it;




     (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




     (3) “or” is not exclusive;




     (4) words in the singular include the plural, and in the plural include the singular;




     (5) “will” shall be interpreted to express a command;




     (6) provisions apply to successive events and transactions; and




     (7) references to sections of or rules under the Securities Act will be deemed to
include substitute, replacement of successor sections or rules adopted by the SEC from time
to time.



ARTICLE 2

THE NOTES




Section 2.01 Form and Dating.




     (a) General. The Notes and the Trustee’s certificate of authentication will be substantially
in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The
Notes shall be in denominations of $2,000 and integral multiples of $1,000.



     The terms and provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be controlling.



     (b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A
hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the
Global Note” attached thereto). Notes issued in definitive form will be substantially in the form
of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of
Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such
of the outstanding Notes as will be specified therein and each shall provide that it represents the
aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the
aggregate principal amount of outstanding Notes represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.



25









 





     (c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will
be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by
Participants through Euroclear or Clearstream.



Section 2.02 Execution and Authentication.




     At least one Officer must sign the Notes for the Company by manual or facsimile signature.



     If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note will nevertheless be valid.



     A Note will not be valid until authenticated by the manual signature of the Trustee. The
signature will be conclusive evidence that the Note has been authenticated under this Indenture.



     The Trustee will, upon receipt of a written order of the Company signed by at least one
Officer (an “Authentication Order”), authenticate Notes for original issue that may be validly
issued under this Indenture, including any Additional Notes. The aggregate principal amount of
Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for
issuance by the Company pursuant to one or more Authentication Orders, except as provided in
Section 2.07 hereof.



     The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of
the Company.



Section 2.03 Registrar and Paying Agent.




     The Company will maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for
payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer
and exchange. The Company may appoint one or more co-registrars and one or more additional paying
agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent. The Company may change any Paying Agent or Registrar without notice to
any Holder. The Company will notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries
may act as Paying Agent or Registrar. If the Holder has given wire transfer instructions to the
Company and the Company is the Paying Agent, the Company will pay all principal, interest and
premiums and Liquidated Damages, if any, on that Holder’s Notes in accordance with these
instructions. All other payments on the Notes will be made at the office of the agent of the
Trustee within the City and State of New York, which as of the date hereof is the office of The
Bank of New York Mellon, N.A., which as of the date hereof is located at 101 Barclay Street, 7
East, New York, New York 10014, unless the Company elects to make interest payments by check
mailed to the Holders at their address in the register of the Holders.



     The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with
respect to the Global Notes. The Company may change the Depository at any time without notice to
any Holder, but the Company will notify the Trustee of the name and address of any new Depository.



26









 





     The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act
as Custodian with respect to the Global Notes.



Section 2.04 Paying Agent to Hold Money in Trust.




     The Company will require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal, premium or Liquidated Damages, if any, or interest on
the Notes, and will notify the Trustee of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay all money held by
it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating
to the Company, the Trustee will serve as Paying Agent for the Notes.



Section 2.05 Holder Lists.




     The Company and the Guarantors shall furnish or caused to be furnished to the Trustee at
stated intervals of not more than six months, and at such other times as the Trustee may request in
writing, all information in the possession or control of such obligor, or any of its paying agents,
as to the names and addresses of the Holders, and the Trustee shall preserve, in as current form as
is reasonably practicable, all such information so furnished to it or received by it in the
capacity of Paying Agent. The Company, the Guarantors and the Trustee shall otherwise comply with
TIA § 77lll(a).



Section 2.06 Transfer and Exchange.




     (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged
by the Company for Definitive Notes if:




     (1) the Company delivers to the Trustee notice from the Depositary that the Depository
is unwilling or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor Depositary is not
appointed by the Company within 120 days after the date of such notice from the Depositary;




     (2) the Company in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee; or




     (3) there has occurred and is continuing a Default or Event of Default with respect to
the Notes.



     Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every
Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a



27









 




Global Note. A Global Note may not be exchanged for another Note other than as provided in
this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and
exchanged as provided in Section 2.06(b), (c) or (f) hereof.




     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes will be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also will require compliance with either subparagraph (1) or (2)
below, as applicable, as well as one or more of the other following subparagraphs, as applicable:




     (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend. Beneficial interests in
any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers
described in this Section 2.06(b)(1).




     (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to
Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either:




(A) both:




     (i) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be
transferred or exchanged; and




     (ii) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with
such increase; or




(B) both:




     (i) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged; and




    (ii) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in (1) above.


Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof,
the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by
the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of
such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the
requirements for





28












 






transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the
Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal
amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.




     (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar
receives the following:




     (A) if the transferee will take delivery in the form of a beneficial interest
in the 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof;




     (B) if the transferee will take delivery in the form of a beneficial interest
in the Regulation S Global Note, then the transferor must deliver a certificate in
the form of Exhibit B hereto, including the certifications in item (2) thereof; and




     (C) if the transferee will take delivery in the form of a beneficial interest
in the IAI Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable.




     (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer
complies with the requirements of Section 2.06(b)(2) above and:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal that it is not
(i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange
Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (i) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such holder in the form
of Exhibit C hereto, including the certifications in item (1)(a) thereof; or




     (ii) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take



29









 







delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer
is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.



     If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.



     Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global
Note.



     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.




     (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If
any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation:




     (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof;




     (B) if such beneficial interest is being transferred to a QIB in accordance
with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (1) thereof;




     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (2)
thereof;




     (D) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule
144, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;




     (E) if such beneficial interest is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements
of the Securities Act other than those listed in subparagraphs (B) through (D)
above, a certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof, if
applicable;



30









 






     (F) if such beneficial interest is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or




     (G) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained therein.





     (2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (i) a
Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes
or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (i) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(b) thereof; or




     (ii) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;



31









 






and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer
is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.




     (3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.
If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction
of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the
aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate
and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial interest
requests through instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange
for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private
Placement Legend.



     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.




     (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If
any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a
Person who takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following documentation:




     (A) if the Holder of such Restricted Definitive Note proposes to exchange such
Note for a beneficial interest in a Restricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item (2)(b)
thereof;




     (B) if such Restricted Definitive Note is being transferred to a QIB in
accordance with Rule 144A, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof;




     (C) if such Restricted Definitive Note is being transferred to a Non-U.S.
Person in an offshore transaction in accordance with Rule 903 or Rule 904, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;




     (D) if such Restricted Definitive Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance
with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(a) thereof;




     (E) if such Restricted Definitive Note is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements
of the Securities Act other than those listed in subparagraphs (B) through (D)
above, a



32









 







certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof, if
applicable;




     (F) if such Restricted Definitive Note is being transferred to the Company or
any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or




     (G) if such Restricted Definitive Note is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof,




the Trustee will cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above, the
appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global
Note, in the case of clause (C) above, the Regulation S Global Note, and in all
other cases, the IAI Global Note.




     (2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who is an
affiliate (as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (i) if the Holder of such Definitive Notes proposes to exchange such
Notes for a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit C hereto, including the
certifications in item (1)(c) thereof; or




     (ii) if the Holder of such Definitive Notes proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer
is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the



33









 







Private Placement Legend are no longer required in order to maintain compliance with
the Securities Act.




     Upon satisfaction of the conditions of any of the subparagraphs in this Section
2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Note.




     (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will
cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Unrestricted Global Notes.




     If any such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an
Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to
the principal amount of Definitive Notes so transferred.



     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the
Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder must provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section
2.06(e).




     (1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take
delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the
following:




     (A) if the transfer will be made pursuant to Rule 144A, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;




     (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and




     (C) if the transfer will be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable.




     (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or



34









 







transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who is an
affiliate (as defined in Rule 144) of the Company;




     (B) any such transfer is effected pursuant to the Shelf Registration Statement
in accordance with the Registration Rights Agreement;




     (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights Agreement;
or




     (D) the Registrar receives the following:




     (i) if the Holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate from
such Holder in the form of Exhibit C hereto, including the certifications in
item (1)(d) thereof; or




     (ii) if the Holder of such Restricted Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities
Act.




     (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such
a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the Holder thereof.



     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order
in accordance with Section 2.02 hereof, the Trustee will authenticate:




     (1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes accepted for
exchange in the Exchange Offer by Persons that certify in the applicable Letters of
Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144)
of the Company; and



35









 






     (2) Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange
Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not
Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and
(C) they are not affiliates (as defined in Rule 144) of the Company.



     Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will
execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.



     (g) Legends. The following legends will appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions
of this Indenture.




     (1) Private Placement Legend.




     (A) Except as permitted by subparagraph (B) below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution thereof)
shall bear the legend in substantially the following form:


“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OF THE SECURITIES ACT (AN
“INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM
THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AMOUNT OF NOTES LESS THAN $250,000, AN
OPINION OF COUNSEL ACCEPTABLE TO METROPCS WIRELESS, INC. THAT SUCH TRANSFER IS IN COMPLIANCE WITH
THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO METROPCS WIRELESS, INC.
IF METROPCS WIRELESS, INC. SO REQUESTS), (2) TO METROPCS WIRELESS, INC. OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS


36









 






REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN (A) ABOVE.”





     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or
(f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution
thereof) will not bear the Private Placement Legend.




     (2) Global Note Legend. Each Global Note will bear a legend in substantially the
following form:


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR
ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.



UNLESS AND UNTIL IT IS EXCHANGED FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK 10041) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”





     (3) Original Issue Discount Legend. Each Note will bear a legend in substantially the
following form:


“THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. METROPCS WIRELESS, INC. AGREES TO PROVIDE PROMPTLY
TO THE HOLDER OF THIS NOTE, UPON WRITTEN REQUEST, THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT, ISSUE DATE AND YIELD TO MATURITY WITH RESPECT TO THE NOTE. ANY SUCH WRITTEN REQUEST
SHOULD BE SENT TO METROPCS WIRELESS, INC. AT THE FOLLOWING ADDRESS: METROPCS WIRELESS, INC., 2250
LAKESIDE BLVD., RICHARDSON, TEXAS 75082, ATTENTION: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER.”




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     (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests
in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be
returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note, such other Global Note will be
increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.



     (i) General Provisions Relating to Transfers and Exchanges.




     (1) To permit registrations of transfers and exchanges, the Company will execute and
the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an
Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.




     (2) No service charge will be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 3.09, 4.10, 4.15 and 9.05 hereof).




     (3) The Registrar will not be required to register the transfer of or exchange of any
Note selected for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part.




     (4) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes will be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.




     (5) Neither the Registrar nor the Company will be required:




     (A) to issue, to register the transfer of or to exchange any Notes during a
period beginning at the opening of business 15 days before the day of any selection
of Notes for redemption under Section 3.02 hereof and ending at the close of
business on the day of selection;




     (B) to register the transfer of or to exchange any Note selected for redemption
in whole or in part, except the unredeemed portion of any Note being redeemed in
part; or




     (C) to register the transfer of or to exchange a Note between a record date and
the next succeeding interest payment date.




     (6) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is




38











 






registered as the absolute owner of such Note for the purpose of receiving payment of
principal of and interest on such Notes and for all other purposes, and none of the Trustee,
any Agent or the Company shall be affected by notice to the contrary.




     (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 2.02 hereof.




     (8) All certifications, certificates and Opinions of Counsel required to be submitted
to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or
exchange may be submitted by facsimile.



Section 2.07 Replacement Notes.




     If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, which may include a
certificate from the Holder thereof in accordance with Section 12.05 hereof, the Company will issue
and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if
the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond
must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of
them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a
Note.



     Every replacement Note is an additional obligation of the Company and will be entitled to all
of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.



Section 2.08 Outstanding Notes.




     The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does
not cease to be outstanding because the Company or an Affiliate of the Company holds the Note;
however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be
outstanding for purposes of Section 3.07(a) hereof.



     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it, which may include a certificate in accordance with
Section 12.05 hereof, that the replaced Note is held by a protected purchaser and shall be deemed
cancelled for all purposes.



     If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to
be outstanding, shall be deemed cancelled, and interest on it ceases to accrue.



     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof)
holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes will be deemed to be no longer outstanding, shall be deemed
cancelled, and will cease to accrue interest.



39









 





Section 2.09 Treasury Notes.




     In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with
the Company or any Guarantor, shall be disregarded, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned will be so disregarded.



Section 2.10 Temporary Notes.




     Until certificates representing Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary
Notes will be substantially in the form of certificated Notes but may have variations that the
Company considers appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate
definitive Notes in exchange for temporary Notes.



     Holders of temporary Notes will be entitled to all of the benefits of this Indenture.



Section 2.11 Cancellation.




     The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent will forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled
Notes (subject to the record retention requirement of the Exchange Act). Certification of the
destruction of all canceled Notes will be delivered to the Company promptly following cancellation.
The Company may not issue new Notes to replace Notes that it has paid or that have been delivered
to the Trustee for cancellation.



Section 2.12 Defaulted Interest.




     If the Company defaults in a payment of interest on the Notes, it will pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the
proposed payment. The Company will fix or cause to be fixed each such special record date and
payment date; provided that no such special record date may be less than 10 days prior to the
related payment date for such defaulted interest. At least 15 days before the special record date,
the Company (or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) will mail or cause to be mailed to Holders a notice that states the special
record date, the related payment date and the amount of such interest to be paid.



ARTICLE 3

REDEMPTION AND PREPAYMENT




Section 3.01 Notices to Trustee.




     If the Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it must furnish to the Trustee, at least 10 days but not more than 60 days
before a redemption date, an Officers’ Certificate setting forth:



40









 






     (1) the clause of this Indenture pursuant to which the redemption shall occur;




     (2) the redemption date;




     (3) the principal amount of Notes to be redeemed; and




     (4) the redemption price.



Section 3.02 Selection of Notes to Be Redeemed or Purchased.




     If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any
time, the Trustee will select Notes for redemption or purchase on a pro rata basis unless otherwise
required by law or applicable stock exchange requirements.



     In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or
purchased will be selected, unless otherwise provided herein, not less than 10 nor more than 60
days prior to the redemption or purchase date by the Trustee from the outstanding Notes not
previously called for redemption or purchase.



     The Trustee will promptly notify the Company in writing of the Notes selected for redemption
or purchase and, in the case of any Note selected for partial redemption or purchase, the principal
amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in
amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to
be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a
multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption or purchase also apply to
portions of Notes called for redemption or purchase.



Section 3.03 Notice of Redemption.




     Subject to the provisions of Section 3.09 hereof, at least 10 days but not more than 60 days
before a redemption date, the Company will mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at its registered address,
except that redemption notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 11 hereof.



     The notice will identify the Notes to be redeemed and will state:




     (1) the redemption date;




     (2) the redemption price;




     (3) if any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion will be issued upon
cancellation of the original Note;




     (4) the name and address of the Paying Agent;



41









 






     (5) that Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;




     (6) that, unless the Company defaults in making such redemption payment, interest on
Notes called for redemption ceases to accrue on and after the redemption date;




     (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and




     (8) that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.



     At the Company’s request, the Trustee will give the notice of redemption in the Company’s name
and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45
days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided in the preceding
paragraph.



Section 3.04 Effect of Notice of Redemption.




     Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the redemption price. A
notice of redemption may not be conditional.



Section 3.05 Deposit of Redemption or Purchase Price.




     One Business Day prior to the redemption or purchase date, the Company will deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and
accrued interest and Liquidated Damages, if any, on all Notes to be redeemed or purchased on that
date. Such funds deposited with the Trustee will be held in a money market account with The Bank
of New York Mellon Trust Company, N.A. The Trustee or the Paying Agent will promptly return to the
Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued interest and Liquidated
Damages, if any, on, all Notes to be redeemed or purchased.



     If the Company complies with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes
called for redemption or purchase. If a Note is redeemed or purchased on or after an interest
record date but on or prior to the related interest payment date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is not so paid upon
surrender for redemption or purchase because of the failure of the Company to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or
purchase date until such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.



Section 3.06 Notes Redeemed or Purchased in Part.




     Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and,
upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased
portion of the Note surrendered.



42









 





Section 3.07 Optional Redemption.




     (a) At any time prior to November 1, 2009, the Company may on any one or more occasions redeem
up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption
price of 109.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the redemption date, with the net cash proceeds of one or more sales of Equity
Interests (other than Disqualified Stock) of the Company or contributions to the Company’s common
equity capital made with the net cash proceeds of one or more sales of Equity Interests (other than
Disqualified Stock) of Parent; provided that:




     (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture
(excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately
after the occurrence of such redemption; and




     (2) the redemption occurs within 90 days of the date of the closing of such sale of
Equity Interests.



     (b) [intentionally omitted].



     (c) On or after November 1, 2010, the Company may redeem all or a part of the Notes upon not
less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any,
on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period
beginning on November 1 of the years indicated below, subject to the rights of Holders on the
relevant record date to receive interest on the relevant interest payment date:



	 	 	 	 	 
	Year	 	Percentage
	2010
	 	 	104.625	%
	2011
	 	 	102.313	%
	2012 and thereafter
	 	 	100.000	%






     Unless the Company defaults in the payment of the redemption price, interest will cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date.



     (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.



     (e) At any time prior to November 1, 2010, the Company may also redeem all or a part of the
Notes, upon not less than 10 nor more than 60 days prior notice mailed by first-class mail to each
Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages,
if any, to the applicable date of redemption, subject to the rights of Holders on the relevant
record date to receive interest due on the relevant interest payment date.



Section 3.08 Mandatory Redemption.




     The Company is not required to make mandatory redemption or sinking fund payments with respect
to the Notes.



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Section 3.09 Offer to Purchase by Application of Excess Proceeds.




     In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an
offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures
specified below.



     The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that
is pari passu with the Notes containing provisions similar to those set forth in this Indenture
with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale
Offer will remain open for a period of at least 20 Business Days following its commencement and not
more than 30 Business Days, except to the extent that a longer period is required by applicable law
(the “Offer Period”). No later than three Business Days after the termination of the Offer Period
(the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the
purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or,
if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in
response to the Asset Sale Offer. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, the Company or any of its Restricted Subsidiaries may use those Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. Payment for any Notes so purchased will be
made in the same manner as interest payments are made.



     If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, will be paid
to the Person in whose name a Note is registered at the close of business on such record date, and
no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.



     Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a
notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain
all instructions and materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state:




     (1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.10 hereof and the length of time the Asset Sale Offer will remain open;




     (2) the Offer Amount, the purchase price and the Purchase Date;




     (3) that any Note not tendered or accepted for payment will continue to accrue
interest;




     (4) that, unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase
Date;




     (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in integral multiples of $1,000 only;




     (6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will
be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the
Company, a Depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least two Business Days before the Purchase Date;




     (7) that Holders will be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the
name of the



44









 







Holder, the principal amount of the Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Note purchased;




     (8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness
surrendered by holders thereof exceeds the Offer Amount, the Trustee will select the Notes
and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal
amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as
may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or
integral multiples thereof, will be purchased); and




     (9) that Holders whose Notes were purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer).



     On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on
a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered
pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers’ Certificate stating that such Notes or portions thereof were accepted
for payment by the Company in accordance with the terms of this Section 3.09. The Company, the
Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than
five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and
the Company will promptly issue a new Note, and the Trustee, upon written request from the Company,
will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to
such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any
Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.
The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date.



     Other than as specifically provided in this Section 3.09, any purchase pursuant to this
Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.



ARTICLE 4

COVENANTS




Section 4.01 Payment of Notes.




     The Company will pay or cause to be paid the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and interest and Liquidated Damages, if any will be considered paid on
the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
12:00 Noon Eastern Time on the due date money deposited by the Company in immediately available
funds and designated for and sufficient to pay all principal, premium, if any, and interest then
due. The Company will pay all Liquidated Damages, if any, in the same manner on the dates and in
the amounts set forth in the Registration Rights Agreement.



Section 4.02 Maintenance of Office or Agency.




     The Company will maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where
notices and



45









 




demands to or upon the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company fails to maintain any such required
office or agency or fails to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.




     The Company may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or rescission will in any
manner relieve the Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency.



     The Company hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Company in accordance with Section 2.03 hereof. For purposes of this Section 4.02,
the address of the Trustee’s office is 101 Barclay Street, 7 East, New York, New York 10014.



Section 4.03 Reports.




     (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are
outstanding, Parent will furnish to the Holders of Notes or cause the Trustee to furnish to the
Holders of Notes:




     (1) within 45 days after the end of a quarterly period and within 90 days after the end
of Parent’s fiscal year, all quarterly and annual reports that would be required to be filed
with the SEC on Forms 10-Q and 10-K if Parent were required to file reports and, with
respect to the annual information only, a report thereon by Parent’s certified independent
accountants; and




     (2) within the time periods specified in the SEC’s rules and regulations, all current
reports that would be required to be filed with the SEC on Form 8-K if Parent were required
to file such reports.



     All such reports will be prepared in all material respects in accordance with all of the rules
and regulations applicable to such reports; provided that, if neither Parent nor the Company is
required under the rules and regulations of the SEC to file such reports with the SEC for public
availability, such reports need not be prepared in accordance with all of the rules and regulations
applicable to such reports and shall include only the information or disclosure that would be
required by such form to the extent that, and in the same general style of presentation as, the
same or substantially similar information or disclosure was included in the Offering Memorandum,
dated January 14, 2009, for the Notes.



     In addition, following the consummation of the Exchange Offer contemplated by the Registration
Rights Agreement, Parent will file a copy of each of the reports referred to in clauses (1) and (2)
above with the SEC for public availability within the time periods specified in the rules and
regulations applicable to such reports (unless the SEC will not accept such a filing) and will post
the reports on its website or on intralinks.com within those time periods. The Company will at all
times comply with TIA § 77 nnn(a).



     If, at any time after consummation of the Exchange Offer contemplated by the Registration
Rights Agreement, Parent is no longer subject to the periodic reporting requirements of the
Exchange Act for any reason, Parent will nevertheless continue filing the reports specified in the
preceding paragraph with the SEC within the time periods specified above unless the SEC will not
accept such a filing. Parent



46









 







will not take any action for the purpose of causing the SEC not to accept any such filings.
If, notwithstanding the foregoing, the SEC will not accept Parent’s filings for any reason, Parent
will post the reports referred to in the preceding paragraph on its website or on intralinks.com
within the time periods that would apply if Parent were required to file those reports with the
SEC.



     (b) If (i) the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries or
(ii) the combined operations of Parent and its Subsidiaries, excluding the operations of the
Company and its Restricted Subsidiaries and excluding cash and Cash Equivalents, would, if held by
a single Unrestricted Subsidiary of the Company, constitute a Significant Subsidiary of the
Company, then the quarterly and annual financial information required by paragraph (a) of this
Section 4.03 will include a reasonably detailed presentation, either on the face of the financial
statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial
Condition and Results of Operations, of (A) in the case of (i) above, the financial condition and
results of operations of Parent, HoldCo, the Company and its Restricted Subsidiaries separate from
the financial condition and results of operations of the Unrestricted Subsidiaries of the Company
and (B) in the case of (ii) above, the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and results of operations of
Parent and its other Subsidiaries; provided however, that the requirements of this paragraph shall
not apply if Parent files with the SEC the reports referred to in clauses (1) and (2) of subsection
(a) of this Section 4.03, and any such report contains the information required in this paragraph.



     (c) For so long as any Notes remain outstanding, if at any time they are not required to file
with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company and
the Guarantors will furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.



Section 4.04 Compliance Certificate.




     (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the
TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’
Certificate stating that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its obligations under
this Indenture, and further stating, as to each such Officer signing such certificate, that to his
or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has
occurred, describing all such Defaults or Events of Default of which he or she may have knowledge
and what action the Company is taking or proposes to take with respect thereto) and that to his or
her knowledge no event has occurred and remains in existence by reason of which payments on account
of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred,
a description of the event and what action the Company is taking or proposes to take with respect
thereto.



     (b) [Intentionally omitted].



     (c) So long as any of the Notes are outstanding, the Company will deliver to the Trustee,
forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.



47









 





Section 4.05 Taxes.




     The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency,
all material taxes, assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings, or where the failure to effect such payment is not adverse in any
material respect to the Holders of the Notes.



Section 4.06 Stay, Extension and Usury Laws.




     The Company and each of the Guarantors covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law has been enacted.



Section 4.07 Restricted Payments.




     (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly:




     (1) declare or pay any dividend or make any other payment or distribution on account of
the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving the Company
or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s
or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other
than dividends or distributions payable in Equity Interests (other than Disqualified Stock)
of the Company and other than dividends or distributions payable to the Company or a
Restricted Subsidiary of the Company);




     (2) purchase, redeem or otherwise acquire or retire for value (including without
limitation, in connection with any merger or consolidation involving the Company) any Equity
Interests of the Company or any direct or indirect parent of the Company;




     (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness of the Company or any Guarantor that is
contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany
Indebtedness between or among the Company and any of its Restricted Subsidiaries), except a
payment of interest or principal at the Stated Maturity thereof; or




     (4) make any Restricted Investment (all such payments and other actions set forth in
these clauses (1) through (4) above being collectively referred to as “Restricted
Payments”),




     unless, at the time of and after giving effect to such Restricted Payment:




     (1) no Default or Event of Default has occurred and is continuing or would occur as a
consequence of such Restricted Payment;



48









 






     (2) the Company would, at the time of such Restricted Payment and after giving pro
forma effect thereto as if such Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in Section 4.09(a)
hereof; and




     (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries since November 3, 2006
(excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (8), (9) and
(11) of paragraph (b) of this Section 4.07), is less than the sum, without duplication of:




     (A) 100% of the Consolidated Cash Flow of the Company for the period (taken as
one accounting period) from the beginning of the first fiscal quarter commencing
after November 3, 2006 to the end of the Company’s most recently ended fiscal
quarter for which internal financial statements are available at the time of such
Restricted Payment, less the product of 1.5 times the Company’s Consolidated
Interest Expense for the same period; plus




     (B) 100% of the aggregate net cash proceeds received by the Company since
November 3, 2006 as a contribution to its common equity capital or from the issue or
sale of Equity Interests of the Company (other than Disqualified Stock) or from the
issue or sale of convertible or exchangeable Disqualified Stock or convertible or
exchangeable debt securities of the Company that have been converted into or
exchanged for such Equity Interests (other than Equity Interests (or Disqualified
Stock or debt securities) sold to a Subsidiary of the Company); plus




     (C) to the extent that any Restricted Investment that was made after November
3, 2006 is sold for cash or Cash Equivalents, or otherwise is liquidated or repaid
for cash or Cash Equivalents, an amount equal to such cash and Cash Equivalents, but
not to exceed the initial amount of such Restricted Investment; plus




     (D) to the extent that any Unrestricted Subsidiary of the Company designated as
such after November 3, 2006 is redesignated as a Restricted Subsidiary after
November 3, 2006, the lesser of (i) the Fair Market Value of the Company’s
Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair
Market Value as of the date on which such Subsidiary was originally designated as an
Unrestricted Subsidiary after November 3, 2006; plus




     (E) 100% of any cash dividends or cash distributions actually received directly
or indirectly by the Company or a Restricted Subsidiary of the Company that is a
Guarantor after the date of this Indenture from an Unrestricted Subsidiary of the
Company, to the extent that such dividends were not otherwise included in the
Consolidated Net Income of the Company for such period; minus




     (F) the aggregate amount on any Net Equity Proceeds taken into account for the
purposes of Incurring Indebtedness pursuant to clause (14) of the definition of
“Permitted Debt” set forth in Section 4.09(b) hereof.



     (b) So long as no Default has occurred and is continuing or would be caused thereby, the
provisions of Section 4.07(a) hereof will not prohibit:



49









 






     (1) the payment of any dividend or the consummation of any irrevocable redemption
within 60 days after the date of declaration of the dividend, if at the date of declaration
the dividend payment or giving of the redemption notices, as the case may be, if at the date
of declaration or notice, the dividend or redemption payment would have complied with the
provisions of this Indenture;




     (2) the making of any Restricted Payment in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company)
of, Equity Interests of the Company (other than Disqualified Stock) or from the
substantially concurrent contribution of common equity capital to the Company; provided that
the amount of any such net cash proceeds that are utilized for any such Restricted Payment
will be excluded from clause (3)(B) of Section 4.07(a) hereof;




     (3) the repurchase, redemption, defeasance or other acquisition or retirement for value
of Indebtedness of the Company or any Subsidiary Guarantor that is contractually
subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a
substantially concurrent incurrence of Permitted Refinancing Indebtedness;




     (4) the payment of any dividend (or, in the case of any partnership or limited
liability company, any similar distribution) by a Restricted Subsidiary of the Company to
the holders of its Equity Interests on a pro rata basis;




     (5) the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of Parent, HoldCo, the Company or any Restricted Subsidiary of the Company
held by any current or former officer, director or employee of Parent, HoldCo, the Company
or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock
option agreement, shareholders’ agreement or similar agreement; provided that the aggregate
price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not
exceed $5.0 million in any twelve-month period;




     (6) the repurchase, redemption or other acquisition or retirement of Equity Interests
deemed to occur upon the exercise or exchange of stock options, warrants or other similar
rights to the extent such Equity Interests represent a portion of the exercise or exchange
price of those stock options, warrants or other similar rights, and the repurchase,
redemption or other acquisition or retirement of Equity Interests made in lieu of
withholding takes resulting from the exercise or exchange of stock options, warrants or
other similar rights;




     (7) the declaration and payment of regularly scheduled or accrued dividends to holders
of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of
the Company issued on or after November 3, 2006 in accordance with the Debt to Cash Flow
Ratio test described in Section 4.09 hereof;




     (8) Permitted Payments to Parent;




     (9) the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of Parent to the extent necessary to comply with law or to prevent the loss
or secure the renewal or reinstatement of any FCC license held by the Company or any of its
Subsidiaries;




     (10) Restricted Investments in an amount equal to 100% of the aggregate amount of any
Net Equity Proceeds, less the aggregate amount of any Net Equity Proceeds taken into



50









 







account for purposes of incurring Indebtedness pursuant to clause (14) of the
definition of “Permitted Debt” set forth in Section 4.09(b) hereof; and




     (11) other Restricted Payments in an aggregate amount not to exceed $75.0 million since
November 3, 2006.



     The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the
date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued
by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. The determination of the Fair Market Value of any assets or securities that are required
to be valued by this Section 4.07 will be delivered to the Trustee if the Fair Market Value of such
assets or securities exceeds $5.0 million.



Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.




     (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to:




     (1) pay dividends or make any other distributions on its Capital Stock to the Company
or any of its Restricted Subsidiaries or with respect to any other interest or participation
in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its
Restricted Subsidiaries;




     (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or




     (3) sell, lease or transfer any of its properties or assets to the Company or any of
its Restricted Subsidiaries.



     (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions
existing under or by reason of:




     (1) agreements or instruments governing Existing Indebtedness or Equity Interests and
Credit Facilities as in effect on November 3, 2006 and any amendments, restatements,
modifications, renewals, increases, supplements, refundings, replacements or refinancings of
those agreements or instruments; provided that the amendments, restatements, modifications,
renewals, increases, supplements, refundings, replacements or refinancings are not
materially more restrictive, taken as a whole, with respect to such dividend and other
payment restrictions than those contained in those agreements or instruments on November 3,
2006;




     (2) agreement or instruments governing Credit Facilities not in effect on November 3,
2006 so long as either (a) the encumbrances and restrictions contained therein do not impair
the ability of any Restricted Subsidiary of the Company to pay dividends or make any other
distributions or payments directly or indirectly to the Company in an amount sufficient to
permit the Company to pay the principal of, or interest and premium and Liquidated Damages,
if any, on the Notes, or (b) the encumbrances and restrictions contained therein are no more
restrictive, taken as a whole, than those contained in this Indenture;




     (3) (i) this Indenture, the Notes and the Note Guarantees and (ii) that certain
Indenture, dated November 3, 2006, among the Company, the Guarantors named therein and The
Bank of New York Mellon Trust Company, N.A., f.k.a. The Bank of New York Trust Company,



51









 







N.A., as trustee and the Company’s 9 1/4% Senior Notes due 2014 and Guarantees thereof
issued thereunder;




     (4) applicable law, rule, regulation or order;




     (5) any agreements instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in
connection with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any Person, other than the
Person, or the property or assets of the Person, so acquired; provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;




     (6) customary non-assignment provisions in contracts and licenses entered into in the
ordinary course of business;




     (7) any instrument governing any secured Indebtedness or Capital Lease Obligation that
imposes restrictions on the assets securing such Indebtedness or the subject of such lease
of the nature described in clause (3) of Section 4.08(a) hereof;




     (8) any agreement for the sale or other disposition of a Restricted Subsidiary that
imposes restrictions of the nature described in clauses (1) and/or (3) of Section 4.08(a)
hereof on the Restricted Subsidiary pending the sale or other disposition;




     (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially more
restrictive, taken as a whole, than those contained in the agreements governing the
Indebtedness being refinanced;




     (10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that
limit the right of the debtor to dispose of the assets subject to such Liens;




     (11) provisions limiting the disposition or distribution of assets or property in joint
venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements
and other similar agreements entered into with the approval of the Company’s Board of
Directors, which limitation is applicable only to the assets that are the subject of such
agreements;




     (12) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business; and




     (13) any agreement or instrument with respect to Indebtedness incurred, or preferred
stock issued, by any Restricted Subsidiary, provided that the restrictions contained in the
agreements or instruments governing such Indebtedness or preferred stock (a) either (i)
apply only in the event of a payment default or a default with respect to a financial
covenant in such agreement or instrument or (ii) will not materially affect the Company’s
ability to pay all principal, interest and premium and Liquidated Damages, if any, on the
Notes, as determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive; and (b) are not materially more disadvantageous to the
Holders of the Notes than is customary in comparable financings.



52









 





Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.




     (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), and the Company will not issue any Disqualified Stock and will not
permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified
Stock, and the Subsidiary Guarantors may incur Indebtedness (including Acquired Debt) or issue
preferred stock, if the Debt to Cash Flow Ratio for the Company’s most recently ended four full
fiscal quarters for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred
stock is issued, as the case may be, would have been no greater than (a) 7.0 to 1, if such
incurrence or issuance is on or prior to March 31, 2008, (b) 6.5 to 1, if such occurrence or
issuance is after March 31, 2008 but on or prior to March 31, 2009 or (c) 6.0 to 1, if such
incurrence of issuance is after March, 31 2009, in each case determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as
the case may be, at the beginning of such four-quarter period.



     (b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the
following items of Indebtedness (collectively, “Permitted Debt”):




     (1) the incurrence by the Company and any Subsidiary Guarantor of additional
Indebtedness under Credit Facilities in an aggregate principal amount at any one time
outstanding under this clause (1) (with letters of credit being deemed to have a principal
amount equal to the maximum potential liability of the Company and its Restricted
Subsidiaries thereunder), including all Permitted Refinancing Indebtedness incurred to
renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant
to this clause (1), not to exceed the greater of (x) $1.7 billion and (y) 450% of
Consolidated Cash Flow of the Company for the most recently ended four full fiscal quarters
for which financial statements are available, in each case, less the aggregate amount of all
Net Proceeds of Asset Sales applied by the Company or any of its Restricted Subsidiaries
since November 3, 2006 to repay any term Indebtedness under Credit Facilities or to repay
any revolving credit Indebtedness under Credit Facilities and effect a corresponding
commitment reduction thereunder pursuant to Section 4.10 hereof; provided, however, that the
maximum amount permitted to be outstanding under this clause (1) shall not be deemed to
limit additional Indebtedness under the Credit Facilities to the extent that the incurrence
of such additional Indebtedness is permitted pursuant to any of the other provisions of this
covenant;




     (2) the incurrence by the Company and its Restricted Subsidiaries of any Existing
Indebtedness;




     (3) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness
represented by $1.0 billion of the Company’s 9 1/4% Senior Notes due 2014 issued on November
3, 2006 pursuant to that certain Indenture, dated November 3, 2006, among the Company, the
Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., f.k.a. The
Bank of New York Trust Company, N.A., as trustee (and the Guarantees by the Guarantors of
such notes) and all of the Company’s 9 1/4% Senior Notes due 2014 issued in accordance with
that certain Registration Rights Agreement, dated November 3, 2006, by and among the
Company, the Guarantors named therein, and the Initial Purchasers named therein (and the
Guarantees by




53












 






the Guarantors of such notes) and in exchange for the Company’s 9 1/4% Senior Notes
due 2014 issued on November 3, 2006;




     (4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money obligations,
in each case, incurred for the purpose of financing (whether prior to or within 270 days
after) all or any part of the purchase price or cost of design, construction, installation
or improvement of property, plant or equipment or the Capital Stock of any Person owning
such assets used in the business of the Company or any of its Restricted Subsidiaries, in an
aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to
renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant
to this clause (4), not to exceed the greater of (a) $150.0 million and (b) 3.0% of the
Company’s Total Assets, at any time outstanding;




     (5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund,
refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness)
that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses
(2), (3), (4), (5), (13), (14), (15) or (16) of this Section 4.09(b);




     (6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among Parent, HoldCo, the Company and any of its Restricted
Subsidiaries; provided, however, that:




     (A) if the Company or any Subsidiary Guarantor is the obligor on such
Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must
be expressly subordinated to the prior payment in full in cash of all Obligations
then due with respect to the Notes, in the case of the Company, or the Note
Guarantee, in the case of a Subsidiary Guarantor; and




     (B) (1) any subsequent issuance or transfer of Equity Interests that results in
any such Indebtedness being held by a Person other than Parent, HoldCo, the Company
or a Restricted Subsidiary of the Company and (2) any sale or other transfer of any
such Indebtedness to a Person that is not either Parent, HoldCo, the Company or a
Restricted Subsidiary of the Company,




will be deemed, in each case, to constitute an incurrence of such Indebtedness by the
Company or such Restricted Subsidiary, as the case may be, that was not permitted by this
clause (6);




     (7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to
any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:




     (A) any subsequent issuance or transfer of Equity Interests that results in any
such preferred stock being held by a Person other than Parent, HoldCo, the Company
or a Restricted Subsidiary of the Company; and




     (B) any sale or other transfer of any such preferred stock to a Person that is
not either Parent, HoldCo, the Company or a Restricted Subsidiary of the Company,




will be deemed, in each case, to constitute an issuance of such preferred stock by such
Restricted Subsidiary that was not permitted by this clause (7);



54









 






     (8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations as required under the Credit Agreement or in the ordinary course of business;




     (9) the guarantee by the Company or any of the Subsidiary Guarantors of Indebtedness of
the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by
another provision of this Section 4.09; provided that if the Indebtedness being guaranteed
is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or
pari passu, as applicable, to the same extent as the Indebtedness guaranteed;




     (10) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness in respect of workers’ compensation claims, self-insurance obligations,
bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeals bonds and
surety bonds, or other similar bonds or obligations, in the ordinary course of business, and
any Guarantees or letters of credit functioning as or supporting any of the foregoing;




     (11) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently drawn against insufficient funds, so long as such
Indebtedness is covered within five Business Days;




     (12) the Incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness in respect of letters of credit required to be issued on behalf of Royal Street
in accordance with the Royal Street Agreements or in connection with any Permitted Joint
Venture Investment;




     (13) the Incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness for relocation or clearing obligations relating to the Company’s or any of its
Restricted Subsidiary’s FCC licenses in an aggregate principal amount (or accreted value, as
applicable) at any time outstanding not to exceed $50.0 million;




     (14) the Incurrence by the Company or any of its Restricted Subsidiaries of
Contribution Indebtedness;




     (15) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness (including Acquired Indebtedness) used to finance an acquisition or a merger
with another Person, provided that, the Company or the Person formed by or surviving any
such consolidation or merger (if other than the Company or a Restricted Subsidiary), on the
date of such transaction after giving pro forma effect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable four-quarter
period, would either (a) be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Debt to Cash Flow Ratio test set forth in Section 4.09(a) hereof or (b) have
a Debt to Cash Flow Ratio no greater than the Debt to Cash Flow Ratio of the Company
immediately prior to such transaction; and




     (16) the incurrence by the Company or any of the Subsidiary Guarantors of additional
Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time
outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund,
refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause
(16), not to exceed $75.0 million.



     The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness
(including Permitted Debt) that is contractually subordinated in right of payment to any other



55









 







Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually
subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially
identical terms; provided, however, that no Indebtedness shall be deemed to be contractually
subordinated in right of payment to any other Indebtedness solely by virtue of such Indebtedness
being unsecured or by virtue of such Indebtedness being secured on a first or junior Lien basis.



     For purposes of determining compliance with this Section 4.09, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt
described in clauses (1) through (16) above or is entitled to be incurred pursuant to Section
4.09(a) hereof, the Company will be permitted to classify all or a portion of such item of
Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit
Facilities outstanding on the date on which Notes are first issued and authenticated under this
Indenture will initially be deemed to have been incurred on such date in reliance on the exception
provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion
or amortization of original issue discount, the payment of interest on any Indebtedness in the form
of additional Indebtedness with the same terms, the reclassification of preferred stock as
Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified
Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed
to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this
Section 4.09; provided, in each such case, that the amount thereof is included in Consolidated
Interest Expense of the Company as accrued. Notwithstanding any other provision of this Section
4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur
pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations
in exchange rates or currency values.



     The amount of any Indebtedness outstanding as of any date will be:




     (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued
with original issue discount;




     (2) the principal amount of the Indebtedness, in the case of any other Indebtedness;
and




     (3) in respect of Indebtedness of another Person secured by a Lien on the assets of
the specified Person, the lesser of:




     (A) the Fair Market Value of such assets at the date of determination; and




     (B) the amount of the Indebtedness of the other Person.



Section 4.10 Asset Sales.




     The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an
Asset Sale unless:




     (1) the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the Fair Market Value of the
assets or Equity Interests issued or sold or otherwise disposed of; and



56









 






     (2) at least 75% of the consideration received in the Asset Sale by the Company or such
Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this
provision, each of the following shall be deemed to be cash:




     (A) any liabilities, as shown on the Company’s most recent consolidated balance
sheet (or as would be shown on the Company’s consolidated balance sheet as of the
date of such Asset Sale), of the Company or any Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to the
Notes or any Note Guarantee) that are assumed by the transferee of any such assets
pursuant to a customary novation agreement that releases the Company or such
Restricted Subsidiary from further liability;




     (B) any securities, notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into cash within 30 days after such Asset Sale, to the
extent of the cash received in that conversion; and




     (C) any stock or assets of the kind referred to in clauses (2) or (4) of the
next paragraph of this Section 4.10.



     Notwithstanding the foregoing, the 75% limitation referred to above shall be deemed satisfied
with respect to any Asset Sale in which the cash or Cash Equivalents portion of the consideration
received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is
equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied
with the aforementioned 75% limitation



     Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or a
Restricted Subsidiary may apply an amount equal to such Net Proceeds:




     (1) to prepay, repay, defease, redeem, purchase or otherwise retire Indebtedness and
other Obligations under a Credit Facility or Indebtedness secured by property that is
subject to such Asset Sale and, if the Indebtedness repaid is revolving credit Indebtedness,
to correspondingly reduce commitments with respect thereto;




     (2) to acquire all or substantially all of the assets of, or any Capital Stock of,
another Permitted Business, if, after giving effect to any such acquisition of Capital
Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;




     (3) to make a capital expenditure; or




     (4) to acquire other assets that are not classified as current assets under GAAP and
that are used or useful in a Permitted Business.


Notwithstanding the foregoing, if within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Company or a Restricted Subsidiary enters into a binding written agreement
irrevocably committing the Company or such Restricted Subsidiary to an application of funds of the
kind described in clause (2), (3) or (4) above, and as to which the only condition to closing not
satisfied within 365 days of the receipt of such Net Proceeds is the receipt of required
governmental approvals, the Company or such Restricted Subsidiary shall be deemed not to be in
violation of the preceding paragraph so long as such application of funds is consummated within 545
days of the receipt of such Net Proceeds.




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     Pending the final application of any Net Proceeds, the Company may temporarily reduce
revolving credit borrowings or otherwise use the Net Proceeds in any manner that is not prohibited
by this Indenture.



     An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as
provided in the third paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the
aggregate amount of Excess Proceeds exceeds $20.0 million, within ten (10) days thereof, the
Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness
that is pari passu with the Notes containing provisions similar to those set forth in this
Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in
accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in
any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest
and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any of its
Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by
this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.



     The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of
Section 3.09 hereof or this Section 4.10 or compliance with Section 3.09 hereof or this Section
4.10 would constitute a violation of any such laws or regulations, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations
under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.



Section 4.11 Transactions with Affiliates.




     (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of
the Company (each an “Affiliate Transaction”), unless:




     (1) the Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiary with an unrelated Person; and




     (2) the Company delivers to the Trustee:




     (A) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $10.0 million, a
resolution of the Board of Directors of the Company set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with clause (1) of
this Section 4.11(a) and that such Affiliate Transaction has been approved by a
majority of the disinterested members of the Board of Directors of the Company; and



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     (B) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $50.0 million, an
opinion as to the fairness to the Company or such Subsidiary of such Affiliate
Transaction from a financial point of view issued by an accounting, appraisal or
investment banking firm of national standing.



     (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will
not be subject to the provisions of Section 4.11(a) hereof:




     (1) any employment agreement, employee benefit plan, agreement or plan relating to
employee or officer compensation, officer or director indemnification agreement or any
similar arrangement entered into by the Company or any of its Restricted Subsidiaries
existing on November 3, 2006, or entered into thereafter in the ordinary course of business,
and any indemnities or other transactions permitted or required by bylaw, statutory
provisions or any of the foregoing agreements, plans or arrangements and payments pursuant
thereto;




     (2) transactions between or among Parent, HoldCo, the Company and/or its Restricted
Subsidiaries;




     (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company)
that is an Affiliate of the Company solely because the Company owns, directly or through a
Restricted Subsidiary, an Equity Interest in, or controls, such Person;




     (4) payment of reasonable directors’ fees;




     (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to
        , or receipt of any capital contribution from, any Affiliate of the Company;




     (6) transactions with Royal Street in accordance with the applicable Royal Street
Agreements and transactions in connection with any Permitted Joint Venture Investment;




     (7) any Permitted Investments or Restricted Payments that do not violate Section 4.07
hereof; and




     (8) any contracts, agreements or understandings existing as of November 3, 2006 and
disclosed in the notes to the consolidated financial statements of Parent for the year ended
December 31, 2005 or for the nine months ended September 30, 2006, and any amendments to or
replacements of such contracts, agreements or understandings so long as any such amendment
or replacement, taken as a whole, is not more disadvantageous to the Company or to the
Holders of the Notes in any material respect than the original agreement as in effect on
November 3, 2006.



Section 4.12 Liens.




     The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly create, incur, assume or suffer to exist any Lien securing Indebtedness upon any asset
now owned or hereafter acquired, except Permitted Liens, unless the Notes are equally and ratably
secured (except that Liens securing Indebtedness that is contractually subordinated to the Notes
shall be expressly subordinate to any Lien securing the Notes to at least the same extent that such
Indebtedness is subordinate to the Notes).



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Section 4.13 Business Activities.




     The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any
business other than Permitted Businesses, except to such extent as would not be material to the
Company and its Restricted Subsidiaries taken as a whole.



Section 4.14 Corporate Existence.




     Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect:




     (1) its corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents (as the same
may be amended from time to time) of the Company or any such Subsidiary; and




     (2) the rights (charter and statutory), licenses and franchises of the Company and its
Subsidiaries;



     provided, however, that the Company shall not be required to preserve any such right, license
or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes; provided, further, that
the foregoing shall not prohibit any merger, conversion, consolidation, liquidation or dissolution
permitted under Section 5.01 hereof.



Section 4.15 Offer to Repurchase Upon Change of Control.




     (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of
Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the
aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated
Damages, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders
on the relevant record date to receive interest due on the relevant interest payment date (the
"Change of Control Payment”). Within thirty days following any Change of Control, the Company will
mail a notice to each Holder describing the transaction or transactions that constitute the Change
of Control and stating:




     (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and
that all Notes tendered will be accepted for payment;




     (2) the purchase price and the purchase date, which shall be no earlier than 10 days
and no later than 60 days from the date such notice is mailed (the “Change of Control
Payment Date”);




     (3) that any Note not tendered will continue to accrue interest;




     (4) that, unless the Company defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue
interest after the Change of Control Payment Date;




     (5) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option of Holder to



60









 







Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to
the Paying Agent at the address specified in the notice prior to the close of business on
the third Business Day preceding the Change of Control Payment Date;




     (6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes purchased; and




     (7) that Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral multiple
thereof.



     The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change in Control. To
the extent that the provisions of any securities laws or regulations conflict with the provisions
of Sections 3.09 or 4.15 hereof or compliance with the provisions of Sections 3.09 or 4.15 hereof
would constitute a violations of any such laws or regulations, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations
under Section 3.09 hereof or this Section 4.15 by virtue of such compliance.



     (b) On the Change of Control Payment Date, the Company will, to the extent lawful:




     (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the
Change of Control Offer;




     (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and




     (3) deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers’ Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Company.



     The Paying Agent will promptly mail (but in any case not later than five Business Days after
the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control
Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount
of $2,000 or an integral amount of $1,000. The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.



     (c) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be
required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes
properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption
has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of
the applicable redemption price.



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Section 4.16 Payments for Consent.




     The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes
for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of
this Indenture or the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.



Section 4.17 Additional Note Guarantees.




     If (a) the Company or any of the Company’s Domestic Restricted Subsidiaries acquires or
creates another Domestic Restricted Subsidiary after the date of this Indenture or (b) any
Subsidiary of Parent (other than the Company) Guarantees any Credit Facility of the Company after
the date of this Indenture, then the Company or Parent, as applicable, will cause that newly
acquired or created Domestic Restricted Subsidiary or Subsidiary of Parent to execute a Note
Guarantee in substantially the form of Exhibit E attached hereto, pursuant to a supplemental
indenture in substantially the form of Exhibit F attached hereto, 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 Credit Facility, as applicable.



Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.




     The Board of Directors of the Company may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary
is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an
Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation
and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one
or more clauses of the definition of Permitted Investments, as determined by the Company. That
designation will only be permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary
if that redesignation would not cause a Default.



     Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced
to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of
Directors giving effect to such designation and an Officers’ Certificate certifying that such
designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If,
at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of
this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a
Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to
be incurred as of such date under Section 4.09 hereof, the Company will be in default of such
covenant. The Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1)
such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if
such designation had occurred at the beginning of the four-quarter reference period; and (2) no
Default or Event of Default would be in existence following such designation.



Section 4.19 Changes in Covenants When Notes Rated Investment Grade




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     If on any date following the date of this Indenture:




     (1) the Notes are rated Baa3 or better by Moody’s (or any successor company acquiring
all or substantially all of its assets) and BBB- or better by S&P (or any successor company
acquiring all or substantially all of its assets) (or, if either such entity ceases to exist
or ceases to rate the Notes for reasons outside of the control of the Company, the
equivalent investment grade credit rating from any other “nationally recognized statistical
rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act
selected by the Company as a replacement agency); and




     (2) no Default or Event of Default shall have occurred and be continuing (other than
with respect to Sections of this Indenture listed in the following list),


then, beginning on that day and subject to the provisions of the following paragraph, the
provisions of the following Sections of this Indenture will be suspended: 4.07, 4.08, 4.09, 4.10,
4.11, 4.18 and clause (3) (to the extent that a Default or Event of Default exists by reason of one
or more of the Sections in this list) and (4) of Section 5.01.




     During any period that the foregoing covenants have been suspended, the Company’s Board of
Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant Section
4.18 or the second paragraph of the definition of “Unrestricted Subsidiary.”



     Notwithstanding the foregoing, if the rating assigned by either such rating agency should
subsequently decline to below Baa3 or BBB-, respectively, the foregoing covenants will be
reinstituted as of and from the date of such rating decline and any actions taken, or omitted to be
taken, before such rating decline that would have been prohibited had the foregoing covenants been
in effect shall not form the basis for a Default or an Event of Default. Calculations under the
reinstated Section 4.07 will be made as if Section 4.07 had been in effect since the date of this
Indenture except that no Default or Event of Default will be deemed to have occurred solely by
reason of a Restricted Payment made while Section 4.07 was suspended.



ARTICLE 5

SUCCESSORS




Section 5.01 Merger, Consolidation, or Sale of Assets.




     The Company shall not: (i) consolidate or merge with or into another Person (whether or not
the Company is the surviving corporation); or (2) directly or indirectly sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company
and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another
Person, unless:




     (1) either:




     (A) the Company is the surviving corporation; or




     (B) the Person formed by or surviving any such consolidation or merger (if
other than the Company) or to which such sale, assignment, transfer, conveyance or
other disposition has been made is a corporation, limited liability company or
partnership organized or existing under the laws of the United States, any state of
the United States or the District of Columbia; provided that if such Person is not a
corporation, such Person immediately causes a Subsidiary that is a corporation
organized or existing under the



63









 







laws of the United States, any state of the United States or the District of
Columbia to be added as a co-issuer of the Notes under this Indenture;




     (2) the Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, conveyance or other
disposition has been made assumes all the obligations of the Company under the Notes, this
Indenture and the Registration Rights Agreement pursuant to agreements reasonably
satisfactory to the Trustee;




     (3) immediately after such transaction, no Default or Event of Default exists; and




     (4) the Company or the Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer, conveyance or
other disposition has been made would, on the date of such transaction after giving pro
forma effect thereto and any related financing transactions as if the same had occurred at
the beginning of the applicable four-quarter period, either (a) be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set
forth in Section 4.09(a) hereof or (b) have a Debt to Cash Flow Ratio no greater than the
Debt to Cash Flow Ratio of the Company immediately prior to such transaction.



     In addition, the Company will not, directly or indirectly, lease all or substantially all of
the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more
related transactions, to any other Person.



     This Section 5.01 will not apply to:




     (1) a merger of the Company with an Affiliate solely for the purpose of
reincorporating the Company in another jurisdiction; or




     (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease
or other disposition of assets between or among the Company and its Restricted
Subsidiaries.



Section 5.02 Successor Corporation Substituted.




     Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the properties or assets of the Company in a
transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the
successor Person formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed
to, and be substituted for (so that from and after the date of such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture
referring to the “Company” shall refer instead to the successor Person and not to the Company), and
may exercise every right and power of the Company under this Indenture with the same effect as if
such successor Person had been named as the Company herein; provided, however, that the predecessor
Company shall not be relieved from the obligation to pay the principal of and interest on the Notes
except (a) in the case of a sale of all of the Company’s assets in a transaction that is subject
to, and that complies with the provisions of, Section 5.01 hereof, or (b) when the successor Person
assumes all of the Company’s obligations under this Indenture. If the successor Person assumes all
of the Company’s obligations under this Indenture, the Company shall be discharged from those
obligations.



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ARTICLE 6

DEFAULTS AND REMEDIES




Section 6.01 Events of Default.




     Each of the following is an “Event of Default”:




     (1) default for 30 days in the payment when due of interest on, or Liquidated Damages,
if any, with respect to, the Notes;




     (2) default in the payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium, if any, on, the Notes;




     (3) failure by the Company or any of its Restricted Subsidiaries for 30 days after
notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding voting as a single class to comply with the provisions
of Sections 4.10 or 4.15 (in each case other than a failure to purchase Notes which will
constitute an Event of Default under clause (2) of this Section 6.01) or 5.01 hereof;




     (4) failure by the Company or any of its Restricted Subsidiaries for 60 days after
notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding voting as a single class to comply with any of the
other agreements in this Indenture;




     (5) default under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now
exists, or is created after the date of this Indenture, if that default:




     (A) is caused by a failure to pay principal of, or interest or premium, if any,
on, such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment Default”); or




     (B) results in the acceleration of such Indebtedness prior to its express
maturity,




and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $25.0 million
or more;




     (6) failure by the Company or any of its Restricted Subsidiaries to pay or discharge
final judgments entered by a court or courts of competent jurisdiction aggregating in excess
of $25.0 million, which judgments are not paid, discharged or stayed (to the extent not
covered by insurance) for a period of 60 consecutive days following entry of such final
judgment or decree during which a stay of enforcement of such final judgment or decree, by
reason of pending appeal or otherwise, is not in effect;



65









 






     (7) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary,
or any group of Restricted Subsidiaries of the Company that, taken together, would
constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law:




     (A) commences a voluntary case,




     (B) consents to the entry of an order for relief against it in an involuntary
case,




     (C) consents to the appointment of a custodian of it or for all or
substantially all of its property,




     (D) makes a general assignment for the benefit of its creditors, or




     (E) generally is not paying its debts as they become due;




     (8) a court of competent jurisdiction enters a final order or decree under any
Bankruptcy Law that:




     (A) is for relief against the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries of the
Company that, taken together, would constitute a Significant Subsidiary in an
involuntary case;




     (B) appoints a custodian of the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries of the
Company that, taken together, would constitute a Significant Subsidiary or for all
or substantially all of the property of the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary; or




     (C) orders the liquidation of the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries of the
Company that, taken together, would constitute a Significant Subsidiary;




and the final order or decree remains unstayed and in effect for 60 consecutive
days; or




     (9) except as permitted by this Indenture, any Note Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in full force and
effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or
disaffirms its obligations under its Note Guarantee.



Section 6.02 Acceleration.




     In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with
respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary
or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable immediately without
further action or notice. If any other Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare
all the Notes to be due and payable immediately.



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     Upon any such declaration, the Notes shall become due and payable immediately.



     The Holders of a majority in aggregate principal amount of the then outstanding Notes by
written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its
consequences, if the rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest or premium or Liquidated Damages, if
any, that has become due solely because of the acceleration) have been cured or waived.



Section 6.03 Other Remedies.




     If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium and Liquidated Damages, if any, and interest on the
Notes or to enforce the performance of any provision of the Notes or this Indenture.



     The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.



     In the case of any Event of Default occurring by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the
premium that the Company would have had to pay if the Company then had elected to redeem the Notes
pursuant to the optional redemption provisions of this Indenture, an equivalent premium will also
become and be immediately due and payable to the extent permitted by law upon the acceleration of
the Notes.



Section 6.04 Waiver of Past Defaults.




     Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest on,
the Notes (including in connection with an offer to purchase); provided, however, that the Holders
of a majority in aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that resulted from such
acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.



Section 6.05 Control by Majority.




     Holders of a majority in aggregate principal amount of the then outstanding Notes may direct
the time, method and place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.



Section 6.06 Limitation on Suits.




     A Holder may pursue a remedy with respect to this Indenture or the Notes only if:



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     (1) such Holder gives to the Trustee written notice that an Event of Default is
continuing;




     (2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes
make a written request to the Trustee to pursue the remedy;




     (3) such Holder or Holders offer and, if requested, provide to the Trustee security or
indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;




     (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and




     (5) during such 60-day period, Holders of a majority in aggregate principal amount of
the then outstanding Notes do not give the Trustee a direction inconsistent with such
request.



     A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a
Note or to obtain a preference or priority over another Holder of a Note.



Section 6.07 Rights of Holders of Notes to Receive Payment.




     Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium and Liquidated Damages, if any, and interest on the Note, on
or after the respective due dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.



Section 6.08 Collection Suit by Trustee.




     If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount of principal of, premium and Liquidated Damages, if any,
and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and outside counsel, and the reasonable and actual expenses of its inside
counsel.



Section 6.09 Trustee May File Proofs of Claim.




     The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
outside counsel and the reasonable and actual expenses of its inside counsel) and the Holders of
the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon
the Notes), its creditors or its property and shall be entitled and empowered to collect, receive
and distribute any money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee, and in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any
such compensation, expenses, disbursements and advances of the Trustee, its agents and outside
counsel and the reasonable and actual expenses of its inside counsel, and any other amounts due



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the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of,
any and all distributions, dividends, money, securities and other properties that the Holders may
be entitled to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.



Section 6.10 Priorities.




     If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in
the following order:




     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expenses and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection;




     Second: to Holders of Notes for amounts due and unpaid on the Notes for principal,
premium and Liquidated Damages, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for principal,
premium and Liquidated Damages, if any and interest, respectively; and




     Third: to the Company or to such party as a court of competent jurisdiction shall
direct.



     The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10.



Section 6.11 Undertaking for Costs.




     In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in aggregate principal amount of the Notes outstanding, or to any suit
instituted by any Holder for the enforcement of the payment of principal of or interest on any such
Note, on or after the respective due dates expressed in such Note.



ARTICLE 7

TRUSTEE




Section 7.01 Duties of Trustee.




     (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
its exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.



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     (b) Except during the continuance of an Event of Default:




     (1) the Trustee shall not be liable except for the performance of such duties as are
specifically set out in this Indenture; and




     (2) the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, in the absence of bad faith on the part of
such Trustee, upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but the Trustee shall examine the evidence furnished to it
pursuant to TIA § 77nnn to determine whether or not such evidence conforms to the
requirements of this Indenture.



     (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




     (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;




     (2) the Trustee will not be liable for and shall be protected pursuant to the
indemnification provisions in Section 7.07 hereof from, any error of judgment made in good
faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and




     (3) the Trustee will not be liable for and shall be protected pursuant to the
indemnification provisions in Section 7.07 hereof from, any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.



     (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.



     (e) No provision of this Indenture will require the Trustee to expend or risk its own funds or
incur any liability. The Trustee will be under no obligation to exercise any of its rights and
powers under this Indenture at the request of any Holders, unless such Holder has offered to the
Trustee security and indemnity satisfactory to it against any loss, liability or expense.



     (f) The Trustee will not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.



Section 7.02 Rights of Trustee.




     (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be
full and complete authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.



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     (c) The Trustee may act through its attorneys and agents and will not be responsible for the
misconduct or negligence of any agent appointed with due care.



     (d) The Trustee will not be liable for any action it takes or omits to take in good faith that
it believes to be authorized or within the rights or powers conferred upon it by this Indenture.



     (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Company will be sufficient if signed by an Officer of the Company.



     (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders unless such Holders have
offered to the Trustee reasonable indemnity or security against the losses, liabilities and
expenses that might be incurred by it in compliance with such request or direction.



Section 7.03 Individual Rights of Trustee.




     The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or any Affiliate of the Company with the same rights it
would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may
do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11
hereof.



Section 7.04 Trustee’s Disclaimer.




     The Trustee will not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the
proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any
provision of this Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.



Section 7.05 Notice of Defaults.




     If a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall give to Holders of Notes in the manner and to the extent provided in subsection
(c) of TIA § 77mmm, notice of the Default or Event of Default within 90 days after the occurrence
thereof; provided, that this Indenture shall automatically be deemed to provide that, except in the
case of default in the payment of principal of or interest or premium or Liquidated Damages, if
any, on any Notes, the Trustee shall be protected pursuant to the indemnification provisions in
Section 7.07 hereof in withholding such notice if and so long as the board of directors, the
executive committee, or a trust committee of directors and/or responsible officers, of the Trustee
in good faith determine that the withholding of such notice is in the interests of the Holders.



Section 7.06 Reports by Trustee to Holders of the Notes.




     (a) Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the
Notes a brief report dated as of such reporting date that complies with TIA § 77mmm(a) (but if no
event described in TIA § 77mmm(a) has occurred within the twelve months preceding the reporting
date, no report need



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be transmitted). The Trustee also will comply with TIA § 77mmm(b)(2). The Trustee will also
transmit by mail all reports as required by TIA § 77mmm(c).



     (b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by
the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which
the Notes are listed in accordance with TIA § 77mmm(d). The Company will promptly notify the
Trustee when the Notes are listed on any stock exchange.



Section 7.07 Compensation and Indemnity.




     (a) The Company will pay to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust. The Company will reimburse
the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred
or made by it in addition to the compensation for its services. Such expenses will include the
reasonable compensation, disbursements and expenses of the Trustee’s agents and outside counsel and
the reasonable and actual expenses of its inside counsel.



     (b) The Company and the Guarantors will indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other
Person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee will notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company
or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend
the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and
the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any
Guarantor need pay for any settlement made without its consent.



     (c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the
satisfaction and discharge of this Indenture.



     (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the
Trustee will have a Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien
will survive the satisfaction or discharge of this Indenture.



     (e) When the Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.



     (f) The Trustee will comply with the provisions of TIA § 77mmm(b)(2) to the extent applicable.



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Section 7.08 Replacement of Trustee.




     (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08.



     (b) The Trustee may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Company at least 30 days prior to the effective date of such
resignation. The Holders of a majority in aggregate principal amount of the then outstanding Notes
may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:




     (1) the Trustee fails to comply with Section 7.10 hereof;




     (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;




     (3) a custodian or public officer takes charge of the Trustee or its property; or




     (4) the Trustee becomes incapable of acting.



     (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for
any reason, the Company will promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Company.



     (d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in
aggregate principal amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.



     (e) If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



     (f) A successor Trustee will deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will
become effective, and the successor Trustee will have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee will mail a notice of its succession to
Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to
the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.



Section 7.09 Successor Trustee by Merger, etc.




     If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation without any further
act will be the successor Trustee.



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Section 7.10 Eligibility; Disqualification.




     There will at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.



     This Indenture will always have a Trustee who satisfies the requirements of TIA § 77jjj(a)(1),
(2) and (5). The Trustee is subject to TIA § 77jjj(b).



Section 7.11 Preferential Collection of Claims Against Company.




     The Trustee is subject to TIA § 77kkk(a), excluding any creditor relationship listed in TIA §
77kkk(b). A Trustee who has resigned or been removed shall be subject to TIA § 77kkk(a) to the
extent indicated therein.



Section 7.12 Force Majeure.




     In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including strikes, work stoppages, accidents, acts or war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the
circumstances.



ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE




Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.




     The Company may at any time, at the option of its Board of Directors evidenced by a resolution
set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied
to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.



Section 8.02 Legal Defeasance and Discharge.




     Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with
respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance
means that the Company and the Guarantors will be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will
thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all
their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee,
on demand of and at the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which will survive until otherwise terminated or
discharged hereunder:



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     (1) the rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest or premium and Liquidated Damages, if any, on, such Notes when
such payments are due from the trust referred to in Section 8.04 hereof;




     (2) the Company’s obligations with respect to such Notes under Article 2 and Section
4.02 hereof;




     (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s and the Guarantors’ obligations in connection therewith; and




     (4) this Article 8.



     Subject to compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.



Section 8.03 Covenant Defeasance.




     Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from each of their obligations under the covenants
contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 hereof
and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”),
and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Notes will not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes
and Note Guarantees, the Company and the Guarantors may omit to comply with and will have no
liability in respect of any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by
reason of any reference in any such covenant to any other provision herein or in any other document
and such omission to comply will not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note
Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(8) (in the case of Sections 6.01(7)
and 6.01(8), only with respect to the Company’s Subsidiaries) hereof will not constitute Events of
Default.



Section 8.04 Conditions to Legal or Covenant Defeasance.




     In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02
or 8.03 hereof:




     (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm, or firm of independent public accountants, to pay the
principal of, premium and Liquidated Damages, if any, and interest on, the outstanding Notes
on the stated date for payment thereof or on the applicable redemption date, as the case may
be, and the Company must specify whether the Notes are being defeased to such stated date
for payment or to a particular redemption date;



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     (2) in the case of an election under Section 8.02 hereof, the Company must deliver to
the Trustee an Opinion of Counsel confirming that:




     (A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling; or




     (B) since the date of this Indenture, there has been a change in the applicable
federal income tax law,




in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes will not recognize income, gain
or loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Legal Defeasance had not
occurred;




     (3) in the case of an election under Section 8.03 hereof, the Company must deliver to
the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will
not recognize income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant Defeasance
had not occurred;




     (4) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit) and the deposit will not result in a breach or violation of,
or constitute a default under, any other material instrument to which the Company or any
Guarantor is a party or by which the Company or any Guarantor is bound;




     (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, any material agreement or instrument (other
than this Indenture) to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries is bound;




     (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of Notes over
the other creditors of the Company with the intent of defeating, hindering, delaying or
defrauding any creditors of the Company or others;




     (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the
Covenant Defeasance have been complied with; and




     (8) the Company must deliver to the Trustee an Opinion of Counsel (which Opinion of
Counsel may be subject to customary assumptions, qualifications and exclusions), stating
that all conditions precedent set forth in clauses (2), (3) and (5) of this Section 8.04, as
applicable, have been complied with; provided that the Opinion of Counsel with respect to
clause (5) of this Section 8.04 may be to the knowledge of such counsel.



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Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.




     Subject to Section 8.06 hereof, all money and non-callable Government Securities (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the
outstanding Notes will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal, premium and
Liquidated Damages, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law.



     The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or non-callable Government Securities deposited pursuant to Section
8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the outstanding Notes.



     Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to
the Company from time to time upon the request of the Company any money or non-callable Government
Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in
excess of the amount thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.



Section 8.06 Repayment to Company.




     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium or Liquidated Damages, if any, or interest on,
any Note and remaining unclaimed for two years after such principal, premium or Liquidated Damages,
if any, or interest has become due and payable shall be paid to the Company on its request or (if
then held by the Company) will be discharged from such trust; and the Holder of such Note will
thereafter be permitted to look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as
trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Company cause to be
published once, in the New York Times and The Wall Street Journal (national edition), notice that
such money remains unclaimed and that, after a date specified therein, which will not be less than
30 days from the date of such notification or publication, any unclaimed balance of such money then
remaining will be repaid to the Company.



Section 8.07 Reinstatement.




     If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government
Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s and the Guarantors’ obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit
had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case
may be; provided, however, that, if the Company makes any payment of principal of, premium or
Liquidated Damages, if any, or interest on, any Note



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following the reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying
Agent.



ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER




Section 9.01 Without Consent of Holders of Notes.




     Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee
may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of
any Holder of Note:




     (1) to cure any ambiguity, defect or inconsistency;




     (2) to provide for uncertificated Notes in addition to or in place of certificated
Notes;




     (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the
Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor
pursuant to Article 5 or Article 10 hereof;




     (4) to effect the release of a Guarantor from its Note Guarantee and the termination of
such Note Guarantee, all in accordance with the provisions of this Indenture governing such
release and termination;




     (5) to add any Subsidiary Guarantee or to secure the Notes or any Subsidiary Guarantee;




     (6) to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights hereunder of any
Holder;




     (7) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;




     (8) to conform the text of this Indenture, the Note Guarantees or the Notes to any
provision of the “Description of Notes” section of the Company’s Offering Memorandum dated
January 14, 2009, relating to the initial offering of the Notes, to the extent that such
provision in that “Description of Notes” was intended to be a verbatim recitation of a
provision of this Indenture, the Note Guarantees or the Notes;




     (9) to provide for the issuance of Additional Notes in accordance with the limitations
set forth in this Indenture as of the date hereof; or




     (10) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee
with respect to the Notes.



     Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company
and the Guarantors in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be



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therein contained, but the Trustee will not be obligated to enter into such amended or
supplemental indenture that affects its own rights, duties or immunities under this Indenture or
otherwise.



Section 9.02 With Consent of Holders of Notes.




     Except as provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and
the Notes and the Note Guarantees with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes (including, without limitation, Additional
Notes, if any) voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to
Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or
Event of Default in the payment of the principal of, premium or Liquidated Damages, if any, or
interest on, the Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees
may be waived with the consent of the Holders of a majority in aggregate principal amount of the
then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single
class (including, without limitation, consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes
are considered to be “outstanding” for purposes of this Section 9.02.



     Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee will join with the Company and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may
in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.



     It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to
approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient
if such consent approves the substance thereof.



     After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company will mail to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, will not, however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a single class may
waive compliance in a particular instance by the Company with any provision of this Indenture or
the Notes or the Note Guarantees. However, without the consent of each Holder affected, an
amendment, supplement or waiver (including a waiver pursuant to Section 6.04) under this Section
9.02 may not (with respect to any Notes held by a non-consenting Holder):




     (1) reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;




     (2) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes (except as provided above with
respect to Sections 3.09, 4.10 and 4.15 hereof);



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     (3) reduce the rate of or change the time for payment of interest, including default
interest, on any Note;




     (4) waive a Default or Event of Default in the payment of principal of, or premium or
Liquidated Damages, if any, or interest on, the Notes (except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes and a waiver of the payment default that resulted from such acceleration);




     (5) make any Note payable in money other than that stated in the Notes;




     (6) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of, or interest
or premium or Liquidated Damages, if any, on, the Notes;




     (7) waive a redemption payment with respect to any Note (other than a payment required
by Sections 3.09, 4.10 or 4.15 hereof);




     (8) release any Guarantor from any of its obligations under its Note Guarantee or this
Indenture, except in accordance with the terms of this Indenture; or




     (9) make any change in the preceding amendment and waiver provisions.



Section 9.03 Compliance with Trust Indenture Act.




     Every amendment or supplement to this Indenture or the Notes will be set forth in an amended
or supplemental indenture that complies with the TIA as then in effect.



Section 9.04 Revocation and Effect of Consents.




     Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a
Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before 11:59 p.m. New York City Time on the Business Day immediately prior to the date the
amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.



Section 9.05 Notation on or Exchange of Notes.




     The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.



     Failure to make the appropriate notation or issue a new Note will not affect the validity and
effect of such amendment, supplement or waiver.



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Section 9.06 Trustee to Sign Amendments, etc.




     The Trustee will sign any amended or supplemental indenture authorized pursuant to this
Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until
the Board of Directors of the Company approves it. In executing any amended or supplemental
indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be
fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an
Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture.



ARTICLE 10

NOTE GUARANTEES




Section 10.01 Guarantee.




     (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:




     (1) the principal of, premium and Liquidated Damages, if any, and interest on, the
Notes will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on the Notes,
if any, if lawful, and all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and




     (2) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise.



     Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.



     (b) The Guarantors hereby agree that their obligations hereunder are unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with
respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes and this Indenture.



     (c) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force
and effect.



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     (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation
to the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes
of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any
declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations
(whether or not due and payable) will forthwith become due and payable by the Guarantors for the
purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Note Guarantee.



Section 10.02 Limitation on Guarantor Liability.




     Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum
amount that will, after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in
the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer
or conveyance.



Section 10.03 Execution and Delivery of Note Guarantee.




     To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees
that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will
be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee
and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.



     Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will
remain in full force and effect notwithstanding any failure to endorse on each Note a notation of
such Note Guarantee.



     If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds
that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed,
the Note Guarantee will be valid nevertheless.



     The delivery of any Note by the Trustee, after the authentication thereof hereunder, will
constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the
Guarantors.



     In the event that (a) the Company or any of its Restricted Subsidiaries creates or acquires
any Domestic Restricted Subsidiary after the date of this Indenture or (b) any Subsidiary of Parent
(other than the Company) Guarantees any Credit Facility of the Company after the date of this
Indenture, if required by Section 4.17 hereof, the Company or Parent, as applicable will cause such
Domestic Restricted Subsidiary or Subsidiary of Parent to comply with the provisions of Section
4.17 hereof and this Article 10, to the extent applicable.



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Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.




     Except as otherwise provided in Section 10.05 hereof, no Guarantor (other than Parent) may
sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or
merge with or into (whether or not such Guarantor is the surviving Person) another Person, other
than the Company or another Guarantor, unless:




     (1) immediately after giving effect to such transaction, no Default or Event of Default
exists; and




     (2) either:




          (a) subject to Section 10.05 hereof and if it is not already a Guarantor, the Person
acquiring the property in any such sale or disposition or the Person formed by or surviving
any such consolidation or merger unconditionally assumes all the obligations of that
Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement on
the terms set forth herein or therein, pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee; or




          (b) the Net Proceeds of such sale or other disposition are applied in accordance with
the applicable provisions of this Indenture, including without limitation, Section 4.10
hereof.



     In case of any such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be performed by the
Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same
effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to
be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the Trustee. All the
Note Guarantees so issued will in all respects have the same legal rank and benefit under this
Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of such Note Guarantees had been issued at the date of the execution
hereof.



     Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b)
above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or
merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.



Section 10.05 Releases.




     (a) In the event of any sale or other disposition of all or substantially all of the assets of
any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all
of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after
giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then
such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property
(in the event of a sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that
the Net Proceeds of such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by
the Company to the Trustee of an Officers’ Certificate and an




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Opinion of Counsel to the effect that such sale or other disposition was made by the Company
in accordance with the provisions of this Indenture, including without limitation Section 4.10
hereof, the Trustee will execute any documents reasonably required in order to evidence the release
of any Guarantor from its obligations under its Note Guarantee.




     (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the
terms of this Indenture, such Guarantor will be released and relieved of any obligations under its
Note Guarantee.



     (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of
this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved
of any obligations under its Note Guarantee.



     Any Guarantor not released from its obligations under its Note Guarantee as provided in this
Section 10.05 will remain liable for the full amount of principal of and interest and premium and
Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 10.



ARTICLE 11

SATISFACTION AND DISCHARGE




Section 11.01 Satisfaction and Discharge.




     This Indenture will be discharged and will cease to be of further effect as to all Notes
issued hereunder, when:




     (1) either:




          (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that
have been replaced or paid and Notes for whose payment money has theretofore been deposited
in trust and thereafter repaid to the Company, have been delivered to the Trustee for
cancellation; or




          (b) all Notes that have not been delivered to the Trustee for cancellation have become
due and payable by reason of the mailing of a notice of redemption or otherwise or will
become due and payable within one year and the Company or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely for the
benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, without consideration of any
reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not
delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if
any, and accrued interest to the date of maturity or redemption;




     (2) no Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to
be applied to such deposit)




     (3) such deposit will not result in a breach or violation of, or constitute a default
under, any material agreement or instrument (other than this Indenture) to which the Company
or any Guarantor is a party or by which the Company or any Guarantor is bound;



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     (4) the Company or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and




     (5) the Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at maturity or on the
redemption date, as the case may be.


In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.




     In addition, the Company must deliver to the trustee (a) an Officers’ Certificate, stating
that all conditions precedent set forth in clauses (1) through (5) above have been satisfied, and
(b) an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and
qualifications), stating that all conditions precedent set forth in clauses (3) and (5) above have
been satisfied; provided that the Opinion of Counsel with respect to clause (3) above may be to the
knowledge of such counsel.



     Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of
Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be
deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.



Section 11.02 Application of Trust Money.




     Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium and Liquidated Damages, if any) and
interest for whose payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.



     If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof;
provided that if the Company has made any payment of principal of, premium or Liquidated Damages,
if any, or interest on, any Notes because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.



ARTICLE 12

MISCELLANEOUS




Section 12.01 Trust Indenture Act Controls.




     If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
TIA § 77rrr(c), the imposed duties will control.



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Section 12.02 Notices.




     Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly
given if in writing and delivered in Person or by first class mail (registered or certified, return
receipt requested), facsimile transmission or any electronic means Trustee agrees to accept, or
overnight air courier guaranteeing next day delivery, to the others’ address:


If to the Company and/or any Guarantor:



MetroPCS Wireless, Inc.

2250 Lakeside Boulevard

Richardson, Texas 75082

Facsimile No.: (866) 685-9618

Attention: Executive Vice President, General Counsel and Secretary



With a copy to:



Baker Botts, L.L.P.

2001 Ross Avenue

Dallas, Texas 75201

Facsimile No.: (214) 661-4735

Attention: Andrew Baker



If to the Trustee:



The Bank of New York Mellon Trust Company, N.A.

601 Travis Street, 16th Floor

Houston, Texas 77002

Facsimile No.: (713) 483-6979

Attention: Mr. Brian R. Echausse




     The Company, any Guarantor or the Trustee, by notice to the others, may designate additional
or different addresses for subsequent notices or communications.



     All notices and communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.



     Any notice or communication to a Holder will be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication will also be
so mailed to any Person described in TIA § 77mmm(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with
respect to other Holders.



     If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



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     If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee
and each Agent at the same time.



Section 12.03 Communication by Holders of Notes with Other Holders of Notes.




     Holders may communicate pursuant to TIA § 77lll(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Trustee shall follow the provisions of and have the
protections of TIA § 77lll. The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA § 77lll(c).



Section 12.04 Certificate and Opinion as to Conditions Precedent.




     Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:




     (1) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which must include the statements set forth in Section 12.05 hereof) stating that,
in the opinion of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and




     (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which must include the statements set forth in Section 12.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied.



Section 12.05 Statements Required in Certificate or Opinion.




     Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 77nnn(a)(4)) must comply
with the provisions of TIA § 77nnn(e) and must include:




     (1) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (3) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with; and




     (4) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.



Section 12.06 Rules by Trustee and Agents.




     The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.



Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders.




     No past, present or future director, officer, employee, incorporator or stockholder of the
Company or any Guarantor, as such, will have any liability for any obligations of the Company or
the Guarantors



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under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes.




Section 12.08 Governing Law.




     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE,
THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.



Section 12.09 Waiver of Jury Trial.




     EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS INDENTURE.



Section 12.10 No Adverse Interpretation of Other Agreements.




     This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.



Section 12.11 Successors.




     All agreements of the Company in this Indenture and the Notes will bind its successors. All
agreements of the Trustee in this Indenture will bind its successors. All agreements of each
Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05
hereof.



Section 12.12 Severability.




     In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired thereby.



Section 12.13 Counterpart Originals.




     The parties may sign any number of copies of this Indenture. Each signed copy will be an
original, but all of them together represent the same agreement.



Section 12.14 Table of Contents, Headings, etc.




     The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and will in no way modify or restrict any of the terms or provisions hereof.



[Signatures on following page]




88









 





     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as
of the date first written above.



	 	 	 	 	 
	 	METROPCS WIRELESS, INC.

 	 
	 	By:  	/s/ Roger D. Linquist
 	 
	 	 	Name:  	Roger D. Linquist 	 
	 	 	Title:  	President and Chief Executive Officer 	 



	 	 	 	 	 
	 	

METROPCS AWS, LLC

METROPCS, INC.

METROPCS CALIFORNIA, LLC

METROPCS FLORIDA, LLC

METROPCS GEORGIA, LLC

METROPCS MICHIGAN, INC.

METROPCS TEXAS, LLC

METROPCS COMMUNICATIONS, INC.

METROPCS MASSACHUSETTS, LLC

METROPCS NEVADA, LLC

METROPCS NEW YORK, LLC

METROPCS PENNSYLVANIA, LLC

METROPCS 700 MHz, LLC

 	 
	 	By:  	/s/ Roger D. Linquist
 	 
	 	 	Name:  	Roger D. Linquist 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 	 
	 	By:  	/s/ Brian Echausse
 	 
	 	 	Name:  	Brian Echausse 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 








[Face of Note]

 




THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. METROPCS WIRELESS, INC. AGREES TO PROVIDE PROMPTLY
TO THE HOLDER OF THIS NOTE, UPON WRITTEN REQUEST, THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT, ISSUE DATE AND YIELD TO MATURITY WITH RESPECT TO THE NOTE. ANY SUCH WRITTEN REQUEST
SHOULD BE SENT TO METROPCS WIRELESS, INC. AT THE FOLLOWING ADDRESS: METROPCS WIRELESS, INC., 2250
LAKESIDE BLVD., RICHARDSON, TEXAS 75082, ATTENTION: EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER.




CUSIP/CINS                     




9 1/4% Senior Notes due 2014




			
	No.                     
	 	$                    






METROPCS WIRELESS, INC.



promises to pay to [                    ] or registered assigns,



the
principal sum of                                                             
DOLLARS on    
                                 , 20                    .



Interest Payment Dates: May 1 and November 1




Record Dates: April 15 and October 15




Dated:
                                        , 200                    




	 	 	 	 	 
	 	METROPCS WIRELESS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Roger D. Linquist 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



This is one of the Notes referred to

in the within-mentioned Indenture:




The Bank of New York Mellon Trust Company, N.A.,

     as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






      




A-1









 






[Back of Note]

9 1/4% Senior Notes due 2014




[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]




[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]




     Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.




     (1) Interest. MetroPCS Wireless, Inc., a Delaware corporation (the
“Company”), promises to pay interest on the principal amount of this Note at 9 1/4% per annum
from ___, 20___ until maturity and shall pay the Liquidated Damages, if any,
payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The
Company will pay interest and Liquidated Damages, if any, semi-annually in arrears on May 1
and November 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date; provided further that the first Interest Payment
Date shall be ___, 20_. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.




     (2) Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who are
registered Holders of Notes at the close of business on the April 15 or October 15 next
preceding the Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to principal,
premium and Liquidated Damages, if any, and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may be made by
check mailed to the Holders at their addresses set forth in the register of Holders;
provided that payment by wire transfer of immediately available funds will be required with
respect to principal of and interest, premium and Liquidated Damages, if any, on, all Global
Notes and all other Notes the Holders of which will have provided wire transfer instructions
to the Company or the Paying Agent. Such payment will be in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts.




     (3) Paying Agent and Registrar. Initially, The Bank of New York
Mellon Trust Company, N.A., the Trustee under the Indenture, has arranged for its agent, The
Bank of New York Mellon, N.A., to act as Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.




     (4) Indenture. The Company issued the Notes under an Indenture dated
as of January 20, 2009 (the “Indenture”) among the Company, the Guarantors and the Trustee.
The terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are
referred to the



A-2









 






Indenture and such Act for a statement of such terms. To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are unsecured obligations of the
Company. The Indenture does not limit the aggregate principal amount of Notes that may be
issued thereunder.




          (5) Optional Redemption.



     (a) On or after November 1, 2010, the Company will have the option to redeem all or a part of
the Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated
Damages, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the
twelve-month period beginning on November 1 of the years indicated below, subject to the rights of
Holders on the relevant record date to receive interest on the relevant interest payment date:



	 	 	 	 	 
	Year	 	Percentage
	2010
	 	 	104.625	%
	2011
	 	 	102.313	%
	2012 and thereafter
	 	 	100.000	%






     Unless the Company defaults in the payment of the redemption price, interest will cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date.



     At any time prior to November 1, 2010, the Company may also redeem all or a part of the Notes,
upon not less than 10 nor more than 60 days prior notice mailed by first-class mail to each
Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages,
if any, to the applicable date of redemption, subject to the rights of Holders on the relevant
record date to receive interest due on the relevant interest payment date.



     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior
to November 1, 2009, the Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes issued under the Indenture with the net cash proceeds of one or more
sales of Equity Interests (other than Disqualified Stock) of the Company or contributions to the
Company’s common equity capital made with the net cash proceeds of one or more sales of Equity
Interests (other than Disqualified Stock) of Parent; provided that at least 65% in aggregate
principal amount of the Notes issued under the Indenture (excluding Notes held by the Company and
its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that
such redemption occurs within 90 days of the date of the closing of such sale of Equity Interests.




          (6) Mandatory Redemption.



     The Company is not be required to make mandatory redemption or sinking fund payments with
respect to the Notes.




          (7) Repurchase at the Option of Holder.




               (a) If there is a Change of Control, the Company will be required to make an offer (a
“Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or
an integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date of purchase, subject to the rights of
Holders on the relevant



A-3









 







record date to receive interest due on the relevant interest payment date (the “Change
of Control Payment”). Within 30 days following any Change of Control, the Company will mail
a notice to each Holder setting forth the procedures governing the Change of Control Offer
as required by the Indenture.




               (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset
Sales, within ten days of each date on which the aggregate amount of Excess Proceeds exceeds
$20.0 million, the Company will commence an offer to all Holders of Notes and all holders of
other Indebtedness that is pari passu with the Notes containing provisions similar to those
set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to
purchase the maximum principal amount of Notes (including any Additional Notes) and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer
price in cash in an amount equal to 100% of the principal amount thereof plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in
accordance with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such
Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by
the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis.
Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale
Offer from the Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to
the Notes.




          (8) Notice of Redemption. Notice of redemption will be mailed at
least 10 days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address, except that redemption notices may be
mailed more than 60 days prior to a redemption date if the notice is issued in connection
with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed.




          (9) Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $2,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.
The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.




          (10) Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.




          (11) Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented
with the consent



A-4









 







of the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes including Additional Notes, if any, voting as a single class, and any
existing Default or Event or Default or compliance with any provision of the Indenture or
the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority
in aggregate principal amount of the then outstanding Notes including Additional Notes, if
any, voting as a single class. Without the consent of any Holder of a Note, the Indenture
or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s
obligations to Holders of the Notes and Note Guarantees in case of a merger or
consolidation, to effect the release of a Guarantor from its Note Guarantee and the
termination of such Note Guarantee (all accordance with the provisions of the Indenture
governing such release and termination), to add any Subsidiary Guarantee or to secure the
Notes or any Subsidiary Guarantee, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA, to conform the
text of the Indenture or the Notes to any provision of the “Description of Notes” section of
the Company’s Offering Memorandum dated January 14, 2009, relating to the initial offering
of the Notes, to the extent that such provision in that “Description of Notes” was intended
to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the
Notes; to provide for the issuance of Additional Notes in accordance with the limitations
set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to
the Indenture and/or a Note Guarantee with respect to the Notes.




          (12) Defaults and Remedies. Events of Default include: (i) default
for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with
respect to the Notes; (ii) default in the payment when due of the principal of, or premium,
if any, on, the Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, (iii) failure by the
Company or any of its Restricted Subsidiaries for 30 days after notice to the Company by the
Trustee or the Holders of at least 25% in aggregate principal amount of the Notes including
Additional Notes, if any, then outstanding voting as a single class to comply with Section
4.10 or 4.15 (in each case other than a failure to purchase Notes which will constitute an
Event of Default under clause (ii)) or 5.01 of the Indenture; (iv) failure by the Company or
any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes including Additional
Notes, if any, then outstanding voting as a single class to comply with any of the other
agreements in the Indenture or the Note; (v) default under certain other agreements relating
to Indebtedness of the Company which default results in the acceleration of such
Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of
money aggregating in excess of $25.0 million that remain undischarged for a period of 60
consecutive days, (vii) certain events of bankruptcy or insolvency with respect to the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group
of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;
and (viii) except as permitted by the Indenture, any Note Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in full force and
effect or any Guarantor or any Person acting on its behalf denies or disaffirms its
obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the
then outstanding Notes may declare all the Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from certain
events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary
that is a Significant Subsidiary or any group of Restricted Subsidiaries that,



A-5









 







taken together, would constitute a Significant Subsidiary, all outstanding Notes will
become due and payable immediately without further action or notice. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or interest or
premium or Liquidated Damages, if any,) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an
acceleration or waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of interest or
premium or Liquidated Damages, if any, on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required, upon becoming aware of any Default or Event of
Default, to deliver to the Trustee a statement specifying such Default or Event of Default.




          (13) Trustee Dealings with Company. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if
it were not the Trustee.




          (14) No Recourse Against Others. A director, officer, employee,
incorporator or stockholder of the Company or any of the Guarantors, as such, will not have
any liability for any obligations of the Company or the Guarantors under the Notes, the Note
Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance of the
Notes.




          (15) Authentication. This Note will not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.




          (16) Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).




          (17) Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of Notes
under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will
have all the rights set forth in the Registration Rights Agreement dated as of January 20,
2009, among the Company, the Guarantors and the other parties named on the signature pages
thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and
Restricted Definitive Notes will have the rights set forth in one or more registration
rights agreements, if any, among the Company, the Guarantors and the other parties thereto,
relating to rights given by the Company and the Guarantors to the purchasers of any
Additional Notes (collectively, the “Registration Rights Agreement”).




          (18) CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as



A-6









 







printed on the Notes or as contained in any notice of redemption, and reliance may be
placed only on the other identification numbers placed thereon.




          (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:



MetroPCS Communications, Inc.

2250 Lakeside Blvd.

Richardson, Texas 75082

Attention: Vice President and Treasurer





A-7












 





Assignment Form




     To assign this Note, fill in the form below:



	 	 	 
	(I) or (we) assign and transfer this Note to:
	 	 
	 

	 	 
	 

	 	(Insert assignee’s legal name)






 




(Insert assignee’s soc. sec. or tax I.D. no.)




 





 




 





 




 





 




 




(Print or type assignee’s name, address and zip code)




	 	 	 
	and irrevocably appoint
	 	 
	 

	 	 





to transfer this Note on the books of the Company. The agent may substitute another to act for him.




Date:                     




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 	 	(Sign exactly as your name appears on the face of this Note)







Signature Guarantee*:                                         






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).




A-8









 









Option of Holder to Elect Purchase




     If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or
4.15 of the Indenture, check the appropriate box below:



	 	 	 
	¬Section 4.10
	 	¬Section 4.15






     If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:



	 	 	 
	 

	 	$                    






Date:                     




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 	 	(Sign exactly as your name appears on the face of this Note)







	 	 	 	 	 
	 

	 	    Tax Identification No.:	 	 
	 

	 	 	 	 




Signature Guarantee*:                                         






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).




A-9









 










Schedule of Exchanges of Interests in the Global Note *




     The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	of this Global	 	 	Signature of	 
	 	 	Amount of decrease in	 	 	Amount of increase in	 	 	Note following	 	 	authorized	 
	 	 	Principal Amount of	 	 	Principal Amount of	 	 	such decrease	 	 	officer of Trustee or	 
	Date of Exchange	 	this Global Note	 	 	this Global Note	 	 	(or increase)	 	 	Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	This schedule should be included only if the Note is issued in global form.






A-10









 






EXHIBIT B


FORM OF CERTIFICATE OF TRANSFER




MetroPCS Communications, Inc.

2250 Lakeside Blvd.

Richardson, Texas 75082

Attention: Vice President and Treasurer




The Bank of New York Mellon, N.A.

101 Barclay Street, 7 East

New York, New York 10014




     Re: 9 1/4% Senior Notes due 2014



     Reference is hereby made to the Indenture, dated as of January 20, 2009 (the “Indenture”),
among MetroPCS Wireless, Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank
of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.



                                             , (the “Transferor”) owns and proposes to transfer the Note[s] or interest
in such Note[s] specified in Annex A hereto, in the principal amount of $                     in such
Note[s] or interests (the “Transfer”), to                                                              (the “Transferee”), as
further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:



[CHECK ALL THAT APPLY]




     1. Check if Transferee will take delivery of a beneficial interest in the 144A Global
Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected
pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor reasonably
believes is purchasing the beneficial interest or Definitive Note for its own account, or for one
or more accounts with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.



     2. Check if Transferee will take delivery of a beneficial interest in the Regulation S
Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a
Person in the United States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither
such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with
a buyer in the United States, (ii) no directed selling efforts have been made in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act or (iii)
the transaction is not part of a plan or scheme to evade the registration



B-1









 







requirements of the Securities Act. Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the
Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the
Securities Act.



     3. Check and complete if Transferee will take delivery of a beneficial interest in the
IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act
other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the Transferor hereby
further certifies that (check one):




     (a) such Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act;



or





     (b) such Transfer is being effected to the Company or a subsidiary thereof;



or





     (c) such Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery requirements of
the Securities Act;



or





     (d) such Transfer is being effected to an Institutional Accredited Investor and
pursuant to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further
certifies that it has not engaged in any general solicitation within the meaning of
Regulation D under the Securities Act and the Transfer complies with the transfer
restrictions applicable to beneficial interests in a Restricted Global Note or Restricted
Definitive Notes and the requirements of the exemption claimed, which certification is
supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the
time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this certification), to
the effect that such Transfer is in compliance with the Securities Act. Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the IAI Global Note and/or the
Restricted Definitive Notes and in the Indenture and the Securities Act.



     4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Note or of an Unrestricted Definitive Note.



     (a) Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant
to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed



 









 







Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.



     (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.



     (c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.


 


	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	[Insert Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 







     Dated:                                         




 









 





ANNEX A TO CERTIFICATE OF TRANSFER



1. The Transferor owns and proposes to transfer the following:




[CHECK ONE OF (a) OR (b)]




          (a) a beneficial interest in the:






     (i) 144A Global Note (CUSIP                     ), or




     (ii) Regulation S Global Note (CUSIP                     ), or




     (iii) IAI Global Note (CUSIP                     ); or



          (b) a Restricted Definitive Note.



2. After the Transfer the Transferee will hold:




[CHECK ONE]




          (a) a beneficial interest in the:





     (i) 144A Global Note (CUSIP                     ), or




     (ii) Regulation S Global Note (CUSIP                     ), or




     (iii) IAI Global Note (CUSIP                     ); or




     (iv) Unrestricted Global Note (CUSIP                     ); or



          (b) a Restricted Definitive Note; or




          (c) an Unrestricted Definitive Note,




          in accordance with the terms of the Indenture.





B-4 











 





EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




MetroPCS Communications, Inc.

2250 Lakeside Blvd.

Richardson, Texas 75082

Attention: Vice President and Treasurer




The Bank of New York Mellon, N.A.

101 Barclay Street, 7 East

New York, New York 10014




     Re: 9 1/4% Senior Notes due 2014



(CUSIP                                         )




     Reference is hereby made to the Indenture, dated as of January 20, 2009 (the “Indenture”),
among MetroPCS Wireless, Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank
of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.



                                                                 , (the “Owner”) owns and
proposes to exchange the Note[s] or
interest in such Note[s] specified herein, in the principal amount of $                     in such Note[s]
or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:



     1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note



     (a) Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial
interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance
with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Note is being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.



     (b) Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.



     (c) Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is



C-1









 







being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.



     (d) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In
connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States.



     2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes



     (a) Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.



     (b) Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note
for a beneficial interest in the [CHECK ONE] 144A Global Note, Regulation S Global Note, IAI
Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue
sky securities laws of any state of the United States. Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the beneficial interest issued will be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.





	 	 	 	 	 	 	 
	 

	 	 	 	 

[Insert Name of Transferor]
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Dated:                                                             




C-2









 








EXHIBIT D




FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




MetroPCS Communications, Inc.

2250 Lakeside Blvd.

Richardson, Texas 75082

Attention: Vice President and Treasurer




The Bank of New York Mellon, N.A.

101 Barclay Street, 7 East

New York, New York 10014




     Re: 9 1/4% Senior Notes due 2014



     Reference is hereby made to the Indenture, dated as of January 20, 2009 (the “Indenture”),
among MetroPCS Wireless, Inc., as issuer (the “Company”), the guarantors party thereto and The Bank
of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.



     In connection with our proposed purchase of $                     aggregate principal amount of:



     (a) a beneficial interest in a Global Note, or



     (b) a Definitive Note,



     we confirm that:



     1. We understand that any subsequent transfer of the Notes or any interest therein is subject
to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be
bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended
(the “Securities Act”).



     2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for
which we are acting as hereinafter stated, that if we should sell the Notes or any interest
therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with
Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C)
to an institutional “accredited investor” (as defined below) that, prior to such transfer,
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a
signed letter substantially in the form of this letter and, if such transfer is in respect of a
principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in
form reasonably acceptable to the Company to the effect that such transfer is in compliance with
the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under
the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and we further agree to
provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from
us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.



     3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we
will be required to furnish to you and the Company such certifications, legal opinions and other



D-1









 







information as you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.



     4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) and have such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear the economic risk of
our or its investment.



     5. We are acquiring the Notes or beneficial interest therein purchased by us for our own
account or for one or more accounts (each of which is an institutional “accredited investor”) as to
each of which we exercise sole investment discretion.



     You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.





	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	[Insert Name of Accredited Investor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 





Dated:                                                             




D-2









 








EXHIBIT E




FORM OF NOTATION OF GUARANTEE




     For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture dated as of January 20, 2009 (the
“Indenture”) among MetroPCS Wireless, Inc., (the “Company”), the Guarantors party thereto and The
Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), (a) the due and punctual
payment of the principal of, premium and Liquidated Damages, if any, and interest on, the Notes,
whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of
interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes
and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of
the Note Guarantee.



     Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.



	 	 	 	 	 
	 	[Name of Guarantor(s)]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




E-1









 








EXHIBIT F




FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS





     Supplemental Indenture (this “Supplemental Indenture”), dated as of                                         ,
200___, among                                          (the “Guaranteeing Subsidiary”), a subsidiary of MetroPCS Wireless,
Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust
Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of January 20, 2009 providing for the issuance of 9 1/4% Senior Notes due 2014
(the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     1. Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.



     2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee
and in the Indenture including but not limited to Article 10 thereof.



     4. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have
any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes,
any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.



     5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.



     6. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



F-1









 





EXHIBIT F




     7. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.



     8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary
and the Company.



F-2









 





EXHIBIT F




     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



     Dated:                                         , 20                    



	 	 	 	 	 
	 	[Guaranteeing Subsidiary]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	METROPCS WIRELESS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Existing Guarantors]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	The Bank of New York Mellon Trust Company, N.A.,

   as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




F-3