exv4w2






Exhibit 4.2

EXECUTION COPY




CRICKET COMMUNICATIONS, INC.

$1,200,000,000

7.75% Senior Notes due 2020

REGISTRATION RIGHTS AGREEMENT




New York, New York

November 19, 2010




Goldman, Sachs & Co.

200 West Street

New York, New York 10282




Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036



Ladies and Gentlemen:




     Cricket Communications, Inc., a corporation organized under the laws of the State of Delaware
(the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for
whom you (the “Representatives”) are acting as representatives, its 7.75% Senior Notes due 2020
(the “Notes”), upon the terms set forth in the Purchase Agreement among the Company, the Guarantors
(as defined herein) and the Initial Purchasers dated November 5, 2010 (the “Purchase Agreement”)
relating to the initial placement (the “Initial Placement”) of the Notes. The Notes will be
unconditionally guaranteed on a senior basis by each of the entities listed on Schedule I (the
“Guarantors”) as provided for in the Indenture (as defined herein) (the “Guarantees” and, together
with the Notes, the “Securities”). To induce the Initial Purchasers to enter into the Purchase
Agreement and to satisfy a condition to your obligations thereunder, the Company and the
Guarantors, jointly and severally, agree with you for your benefit and the benefit of the holders
from time to time of the Securities (including the Initial Purchasers) and the Exchange Notes (as
defined herein) (each a “Holder” and, collectively, the “Holders”), as follows:



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



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



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




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





 









 






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



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



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



     “Commission” shall mean the Securities and Exchange Commission.



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



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



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



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



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



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



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



     “FINRA Rules” shall mean the Conduct Rules and the By-Laws of the Financial Industry
Regulatory Authority (the successor to the National Association of Securities Dealers, Inc.).



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




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



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     “Indenture” shall mean the Indenture relating to the Notes, dated as of November 19, 2010
among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee, as the
same may be amended and/or supplemented from time to time in accordance with the terms thereof.



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



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



     “Known Exchanging Dealer” shall have the meaning set forth in Section 4(c) hereof.



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



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



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



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



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



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



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



     “Registrable Securities” shall mean the Securities; provided, however, that the Securities
shall cease to be Registrable Securities upon the earliest to occur of the following: (i) in the
circumstances contemplated by Section 2, the Securities have been exchanged for Exchange Notes in a
Registered Exchange Offer as contemplated in Section 2; (ii) in the circumstances contemplated by
Section 3, a Shelf Registration Statement registering such Securities under the Act has been
declared or becomes effective and such Securities have been sold or otherwise transferred by the
holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration
Statement; (iii) subject to the following sentence, such Securities are actually
sold by the holder thereof pursuant to Rule 144 under the Act under circumstances in which any
legend borne by such Securities relating to restrictions on transferability thereof, under the Act
or



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otherwise, is removed by the Company or pursuant to the Indenture; or (iv) such Securities shall
cease to be outstanding. The fact that holders of Registrable Securities may become eligible to
sell such Registrable Securities pursuant to Rule 144 under the Act shall not (1) cause such
Securities to cease to be Registrable Securities or (2) excuse the Company’s and the Guarantor’s
obligations set forth in Sections 2 and 3 of this Agreement, including without limitation the
obligations in respect of a Registered Exchange Offer and/or Shelf Registration.



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



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



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



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



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



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



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



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



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



     2. Registered Exchange Offer. (a) The Company and the Guarantors shall use their
respective reasonable best efforts to prepare and file with the Commission the Exchange Offer
Registration Statement with respect to the Registered Exchange Offer within 150 days after the
Closing Date (or, if such 150th day is not a Business Day, the next succeeding Business Day). The
Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange
Offer Registration Statement to become effective under the Act within 270 days after the Closing
Date (or, if such 270th day is not a Business Day, the next succeeding Business Day).



          (b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the
Guarantors shall promptly commence the Registered Exchange Offer, it being



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the objective of such
Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Notes
(assuming that such Holder is not an Affiliate of the Company or any Guarantor, acquires the
Exchange Notes in the ordinary course of such Holder’s business, has no arrangements with any
person to participate in the distribution of the Exchange Notes and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer) to trade such
Exchange Notes from and after their receipt without any limitations or restrictions under the Act.




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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



     3. Shelf Registration. (a) If (i) due to any change in law or applicable
interpretations thereof by the Commission’s staff, the Company determines upon advice of its
outside counsel that it is not permitted to effect the Registered Exchange Offer as
contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration
Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is
not a Business



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Day, by the next succeeding Business Day) or the Registered Exchange Offer is not
consummated within 30 Business Days after the Exchange Offer Registration Statement is declared
effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible
to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it
following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company
that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange
Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to
the public without delivering a prospectus and the prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales; or (C) it is a
Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the
Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in
accordance with subsection (b) below.




          (b) (i) The Company and the Guarantors shall use their respective reasonable best efforts to
file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days
after the Closing Date) and shall use their respective reasonable best efforts to cause to be
declared effective under the Act within 75 days of such filing (or, if later, 270 days after the
Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement
relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the
Holders thereof from time to time in accordance with the methods of distribution elected by such
Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall
be entitled to have the Securities held by it covered by such Shelf Registration Statement or be
entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be
bound by all of the provisions of this Agreement applicable to such Holder and has returned to the
Company a completed and signed selling security holder questionnaire in reasonable and customary
form by the reasonable deadline for responses set forth therein; and provided further, that with
respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting
any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current
interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as
applicable, in satisfaction of their obligations under this subsection with respect thereto, and
any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration Statement.



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



               (iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall
cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement
thereto, as of the effective date of the Shelf Registration Statement or



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such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of
the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein (in the
case of the Prospectus, in the light of the circumstances under which they were made) not
misleading.




     4. Additional Registration Procedures. In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following
provisions shall apply.



          (a) The Company and the Guarantors shall:



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



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



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



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



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



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



               (ii) any Registration Statement and any amendment thereto does not, as of the effective date
of the Registration Statement or such amendment, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or



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necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under which they were made)
not misleading.




          (c) The Company and the Guarantors shall advise the Representatives, the Holders of Securities
covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer
Registration Statement that has provided in writing to the Company or any Guarantor a telephone or
facsimile number and address for notices (a “Known Exchanging Dealer”), and, if requested by the
Representatives or any such Holder or Known Exchanging Dealer, shall confirm such advice in writing
(which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend
the use of the Prospectus until the Company and the Guarantors shall have remedied the basis for
such suspension):



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



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



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



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



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



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



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




          (f) The Company and the Guarantors shall, during the Shelf Registration Period, deliver to
each Holder of Securities covered by any Shelf Registration Statement, without charge, as many
copies of the Prospectus (including the preliminary Prospectus) included in such



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Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably request. Subject
to the provisions of this Section 4, the Company and the Guarantors consent to the use of the
Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in
connection with the offering and sale of the Securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement (in each case, if such Holder
is properly named in such Prospectus, as amended and supplemented), except during any suspension
period referred to in Section 4(c) above or Section 4(k) below.



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



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



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



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




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          (k) (i) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v)
above or subsection (k)(ii) below, the Company and the Guarantors shall promptly (or within the
time period provided for by clause (ii) hereof, if applicable) prepare and file a post-effective
amendment to the applicable Registration Statement or an amendment or supplement to the related
Prospectus or file any other required document so that, as thereafter delivered to the Initial
Purchasers of the securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading. In such circumstances, the Exchange Offer Registration Period and the Shelf
Registration Period shall be extended by the number of days from and including the date of the
giving of a notice of suspension pursuant to Section 4(c) or Section 4(k)(ii), as applicable, to
and including the date when the Initial Purchasers, the Holders of the Securities covered by any
Shelf Registration Statement and any Known Exchanging Dealer shall have received such amended or
supplemented Prospectus pursuant to this Section or shall have been advised in writing by the
Company and the Guarantors that the Prospectus may be used.




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



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




          (m) The Company and the Guarantors may require each Holder of Registrable Securities to be
sold pursuant to any Registration Statement to furnish to the Company and the Guarantors such
information regarding the Holder and the distribution of such securities as the Company and the
Guarantors may from time to time reasonably require for inclusion in such Registration Statement,
including such information requested or required by the Commission. The Company and the Guarantors
may exclude from such Registration Statement the Registrable Securities of any Holder that fails to
furnish such information within a reasonable time after receiving such request. Each Holder as to
which Registrable Securities are being included in a Registration Statement agrees to furnish to
the Company all information with respect to such






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Holder necessary to make any information previously furnished to the Company by such Holder
pursuant to this Section 4(m) or otherwise not materially misleading.




          (n) In the case of any Shelf Registration Statement, the Company and the Guarantors shall
enter into reasonable and customary agreements (including, if requested, an underwriting agreement
in reasonable and customary form) and take all other reasonably appropriate actions in order to
expedite or facilitate the registration or the disposition of the Securities, and in connection
therewith, if an underwriting agreement is entered into, cause the same to contain indemnification
provisions and procedures no less favorable than those set forth in Section 6 hereof.




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




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



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



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



               (iv) in connection with an underwritten offering pursuant to such Shelf Registration
Statement, use reasonable best efforts to obtain opinions of counsel to the Company



12









 




and the Guarantors and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to the
underwriters, covering such matters concerning the Company and the Guarantors as are customarily
covered in opinions requested in underwritten offerings and such other matters as may be reasonably
requested by such underwriters;




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



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


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




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




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



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



13









 





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




          (r) In the event that any Broker-Dealer shall underwrite any Securities or participate as a
member of an underwriting syndicate or selling group or “assist in the distribution” (within the
meaning of the FINRA Rules) thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company and
the Guarantors shall provide reasonable assistance to such Broker-Dealer in making filings in
accordance with the FINRA Rules (which filings shall be at the expense of such Broker-Dealer).




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




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



     6. Indemnification and Contribution. (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless each Holder of Securities or Exchange Notes, as the case may be, covered by any
Registration Statement, each Initial Purchaser and, with respect to any Prospectus delivery as
contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors, officers, employees,
Affiliates and agents of each such Holder, Initial Purchaser or Exchanging Dealer and each person
who controls any such Holder, Initial Purchaser or Exchanging Dealer within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become subject under the Act,
the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement as originally filed or in any amendment thereof, or in any preliminary
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or



14









 




necessary to make the statements therein (in the case of any preliminary Prospectus or the
Prospectus, in the light of the circumstances under which they were made) not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by it in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company and any Guarantor
will not be liable in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written information furnished
to the Company or any Guarantor by or on behalf of the party claiming indemnification specifically
for inclusion therein. This indemnity agreement shall be in addition to any liability that the
Company and any Guarantor may otherwise have.




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



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




          (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section, notify the indemnifying party in writing of
the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve
it from liability under paragraph (a) or (b) above unless and to the extent such failure results in
the forfeiture by the indemnifying party of substantial rights or defenses; and (ii) will not, in
any event, relieve the indemnifying party from any obligations to any indemnified party other than
the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party
shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice
at the indemnifying party’s expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel, other than local counsel if not appointed by the
indemnifying party, retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party’s election to






15









 







appoint counsel (including local counsel) to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel
if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties that are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying party; provided
that, in each case, not more than one such separate counsel shall be employed for all indemnified
parties. An indemnifying party will not, without the prior written consent of the indemnified
parties (such consent not to be unreasonably withheld, conditioned or delayed), settle or
compromise or consent to the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or proceeding, and
(ii) does not include any statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party. In addition, no indemnified party shall, without
the written consent of the indemnifying party (such consent not to be unreasonably withheld,
conditioned or delayed), effect the settlement or compromise of, or consent to the entry of any
judgment with respect to, any pending or threatened action, claim, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder.




          (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is
unavailable to or insufficient to hold harmless an indemnified party for any reason, then each
applicable indemnifying party shall have a joint and several obligation to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending any loss, claim, liability, damage or
action) (collectively “Losses”) to which such indemnified party may be subject in such proportion
as is appropriate to reflect the relative benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however, that in no
case shall any Initial Purchaser be responsible, in the aggregate, for any amount in excess of the
purchase discount or commission applicable to such Securities, or in the case of an Exchange Note,
as applicable to such Securities, as set forth in the Final Memorandum, nor shall any underwriter
be responsible for any amount in excess of the underwriting discount or commission applicable to
the securities purchased by such underwriter under the Registration Statement which resulted in
such Losses. If the allocation provided by the immediately preceding sentence is unavailable for
any reason, the indemnifying party and the indemnified party shall contribute in such proportion as
is appropriate to reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection
with the statements or omissions which resulted in such Losses as well as any other relevant
equitable considerations. Benefits received by the Company and the Guarantors






16









 







shall be deemed to be equal to the total net proceeds from the Initial Placement (before
deducting expenses) as set forth in the Final Memorandum. Benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth
on the cover page of the Final Memorandum, and benefits received by any other Holders shall be
deemed to be equal to the value of receiving Securities or Exchange Notes, as applicable,
registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the
total underwriting discounts and commissions, as set forth on the cover page of the Prospectus
forming a part of the Registration Statement which resulted in such Losses. Relative fault shall
be determined by reference to, among other things, whether any untrue or any alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to
information provided by the indemnifying party, on the one hand, or by the indemnified party, on
the other hand, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties agree that it
would not be just and equitable if contribution were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or any other method of allocation which does
not take account of the equitable considerations referred to above. Notwithstanding the provisions
of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section, each person who controls a Holder
within the meaning of either the Act or the Exchange Act and each director, officer, employee and
agent of such Holder shall have the same rights to contribution as such Holder, and each person who
controls the Company or any Guarantor within the meaning of either the Act or the Exchange Act, and
each director, officer, employee, Affiliate and agent of either the Company or any Guarantor shall
have the same rights to contribution as the Company or any Guarantor, subject in each case to the
applicable terms and conditions of this paragraph (d).




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




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



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







17









 








     8. Registration Defaults and Additional Interest. If (a) on or prior to the 150th day (or, if such day is not a Business Day, the next
succeeding Business Day) following the Closing Date, the Exchange Offer Registration Statement has
not been filed, (b) on or prior to the 30th day after such filing obligation arises (or,
if later, the 150th day following the Closing Date), the Shelf Registration Statement has not been
filed, (c) on or prior to the 270th day (or, if such day is not a Business Day, the next succeeding
Business Day) following the Closing Date the Exchange Offer Registration Statement has not been
declared effective, (d) on or prior to the 75th day after the filing of a Shelf Registration
Statement (or, if later, the 270th day following the Closing Date) such Shelf Registration
Statement has not been declared effective, (e) on or prior to the 30th Business Day following the
date the Exchange Offer Registration Statement is first declared effective, neither the Registered
Exchange Offer has been consummated nor the Shelf Registration Statement has been declared
effective, or (f) after the Shelf Registration Statement has been declared effective, such
Registration Statement thereafter ceases to be effective or usable in connection with resales of
Securities or Exchange Notes in accordance with and during the periods specified in this Agreement
(other than as permitted pursuant to Section 4(c) or Section 4(k)(ii))(each such event referred to
in clauses (a) through (f), (a “Registration Default”), interest (“Additional Interest”) will
accrue on the principal amount of the Securities and the Exchange Notes (in addition to the stated
interest on the Securities and Exchange Notes) from and including the date on which any such
Registration Default shall occur to but excluding the date on which all Registration Defaults have
been cured. During the continuation of a Registration Default, Additional Interest will accrue at
a rate of 0.50% per annum during the 90-day period immediately following the occurrence of such
Registration Default and shall increase by 0.50% per annum at the end of each subsequent 90-day
period, but in no event shall such rate exceed 1.50% per annum. If, after the cure of all
Registration Defaults then in effect, there is a subsequent Registration Default, the rate of
Additional Interest for such subsequent Registration Default shall initially be 0.50% regardless of
the rate in effect with respect to any prior Registration Default at the time of cure of such
Registration Default.



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



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



     10. Amendments and Waivers. The provisions of this Agreement may not be amended, qualified, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given at any time,
unless the Company and the Guarantors have obtained the written consent of the Holders of a
majority of the aggregate principal amount of the Registrable Securities then outstanding;
provided that, with respect to any matter that directly or indirectly affects the rights of
any Initial Purchaser hereunder, the Company and the Guarantors shall obtain the written consent of
each such Initial Purchaser against which such amendment, qualification, supplement, waiver or
consent is to be effective; provided, further, that no amendment, qualification,
supplement, waiver or consent with respect to Section 8 hereof shall



18









 




be effective as against any Holder of Registered Securities unless consented to in writing by
such Holder; and provided, further, that the provisions of this Section 10 may not
be amended, qualified, modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company and the Guarantors have obtained the written
consent of each Holder. Notwithstanding the foregoing (except the foregoing provisos), a waiver or
consent to departure from the provisions hereof with respect to a matter that relates exclusively
to the rights of Holders whose Securities or Exchange Notes, as the case may be, are being sold
pursuant to a Registration Statement and that does not directly or indirectly affect the rights of
other Holders in any material respect may be given by the Majority Holders, determined on the basis
of Securities or Exchange Notes, as the case may be, being sold rather than registered under such
Registration Statement.




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



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




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




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




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



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



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



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



19









 





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



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



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



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



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



[Signature Page Follows]





20












 




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




	 	 	 	 	 
	 	Very truly yours,



Cricket Communications, Inc.

 	 
	 	By:  	/s/ Walter Z. Berger
 	 
	 	 	Name:  	Walter Z. Berger 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	Leap Wireless International, Inc.

 	 
	 	By:  	/s/ Walter Z. Berger
 	 
	 	 	Name:  	Walter Z. Berger 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	Cricket License Company, LLC

 	 
	 	By:  	/s/ Walter Z. Berger
 	 
	 	 	Name:  	Walter Z. Berger 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 



Signature Page To Registration Rights Agreement








 









 









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



					
	 	






Goldman, Sachs & Co.

Morgan Stanley & Co. Incorporated

 	 
	 	By:  	Goldman, Sachs & Co.
 	 
	 	 	 
	 	By:  	/s/
Illegible 	 
	 	 	(Goldman, Sachs & Co.) 	 
	 	 	 
	 	By:  	Morgan Stanley & Co. Incorporated
 	 
	 	 	 
	 	By:  	/s/
Wissam B. Kairouz 	 
	 	 	Name:  	Wissam B. Kairouz 	 
	 	 	Title:  	Authorized Signatory 	 



For themselves and the other several

Initial Purchasers named in Schedule I

to the Purchase Agreement.




Signature Page To Registration Rights Agreement












 









 








Schedule I




Guarantors



Leap Wireless International, Inc.

Cricket License Company, LLC





Sch-1











 





ANNEX A




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








A-1









 








ANNEX B




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








B-1









 








ANNEX C




PLAN OF DISTRIBUTION




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



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



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








C-1









 








ANNEX D




Rider A



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




Name:

Address:




Rider B



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





D-1