exv10w1



 





Exhibit 10.1




 





METROPCS WIRELESS, INC.




THE GUARANTORS NAMED ON SCHEDULE I HERETO




$400,000,000




91/4% Senior Notes due 2014




Purchase Agreement




May 31, 2007




BEAR, STEARNS & CO. INC.




 





 









 








METROPCS WIRELESS, INC.




$400,000,000




91/4% Senior Notes due 2014




PURCHASE AGREEMENT




May 31, 2007

New York, New York




BEAR, STEARNS & CO. INC.

383 Madison Avenue

New York, NY 10179




Ladies & Gentlemen:




     MetroPCS Wireless, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to
Bear, Stearns & Co. Inc. (the “Initial Purchaser”) $400,000,000 in aggregate principal amount of
91/4% Senior Notes due 2014 (the “Additional Notes”), subject to the terms and conditions
set forth herein.



     1. The Transactions. Subject to the terms and conditions herein contained, the
Company proposes to issue and sell to the Initial Purchaser $400,000,000 in aggregate principal
amount of the Additional Notes. The Additional Notes and the Exchange Notes (as defined below) are
collectively referred to herein as the “Notes.” The Additional Notes will (i) have the terms and
provisions that are described in the Offering Memorandum (as defined below) under the heading
“Description of Notes” and such other terms as are customary for notes of the kind offered and
mutually agreed between the parties and (ii) be issued pursuant to the indenture, dated as of
November 3, 2007, among the Company, the guarantors signatory thereto and The Bank of New York, as
trustee (the “Trustee”), as supplemented by the supplemental indenture, dated as of February 6,
2007, among the Company, the guarantors signatory thereto and the Trustee (as so supplemented, the
“Indenture”), and pursuant to which the Company has issued $1,000,000,000 in aggregate principal
amount of 91/4% Senior Notes Due 2014 (the “Initial Notes”).



     The Initial Purchaser and other holders (including the direct and indirect transferees of the
Additional Notes) of the Additional Notes will be entitled to the benefits of the exchange and
registration rights agreement, to be dated as of the Closing Date (as defined below) (the
“Registration Rights Agreement”), among the Company, the Guarantors (as defined below) and the
Initial Purchaser, in the form attached hereto as Exhibit A, for so long as such Additional
Notes constitute “Transfer Restricted Securities” (as defined in the Registration Rights
Agreement). Pursuant to the terms and conditions of the Registration Rights Agreement, the Company
and the Guarantors will agree, among other things, to (i) (A) amend the Registration Statement on
Form S-4 (the “Registration Statement”) filed by the Company on May 15, 2007 with the Securities
and Exchange Commission (the “Commission”) under the Securities Act of



 









 







1933, as amended (together with the rules and regulations of the Commission promulgated
thereunder, the “Securities Act”), registering a new series of 91/4% Senior Notes due 2014
(the “Exchange Notes”) identical in all material respects to the Additional Notes and the Initial
Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions)
to be offered in exchange for the Additional Notes and the Initial Notes (the “Exchange Offer”) and
(B) under certain circumstances specified in the Registration Rights Agreement, file a shelf
registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration
Statement”) and (ii) use their commercially reasonable efforts to cause the Registration Statement
and, if applicable, the Shelf Registration Statement to be declared effective and to consummate the
Exchange Offer as provided in the Registration Rights Agreement.



     The sale of the Additional Notes and the Guarantees (as defined below) to the Initial
Purchaser (the “Offering”) will be made without registration under the Securities Act, in reliance
upon the exemption therefrom provided by Section 4(2) of the Securities Act.



     In connection with the sale of the Securities (as defined below), the Company prepared a
preliminary offering memorandum, dated May 30, 2007 (the “Preliminary Offering Memorandum”), and
has prepared a final offering memorandum, dated the date hereof (the “Offering Memorandum”), each
setting forth information regarding the Company, MetroPCS Communications, Inc., a Delaware
corporation (“Parent”), MetroPCS, Inc., a Delaware corporation (“HoldCo”), the Subsidiaries (as
defined below), Royal Street (as defined below), the Securities (as defined below), the terms of
the Offering and the transactions contemplated by the Offering Documents (as defined below), and
any material developments relating to the Company and the Guarantors occurring after the date of
the most recent financial statements included or incorporated by reference therein. The
Preliminary Offering Memorandum and the Offering Memorandum incorporate by reference (i) the
discussions under the headings “Management,” “Executive Compensation,” Security Ownership of
Certain Beneficial Owners” and “Transactions with Related Parties” in the Registration Statement
(ii) “Part II — Item 8. Financial Statements and
Supplementary Data” from the Parent’s
Annual Report on Form 10-K for the year ended December 31, 2006, (iii) “Part I — Item 1. Financial
Statements” from the Parent’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007,
and (iv) any future filings made by Parent with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations
of the Commission promulgated thereunder, the “Exchange Act”) (excluding any portions thereof that
are deemed to be furnished and not filed), through the date on which the Initial Purchaser has sold
all of the Additional Notes to Eligible Purchasers (all such information listed in clauses (i)
through (iv) are referred to herein as the “Incorporated Information”). Any references herein to
the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to include, in each
case, all amendments and supplements thereto and the Incorporated Information. The Company hereby
confirms that it has authorized the use of the Disclosure Package (as defined below) and the
Offering Memorandum in connection with the offering and resale of the Additional Notes by the
Initial Purchaser.



     The Company understands that the Initial Purchaser proposes to make an offering of the
Additional Notes (the “Exempt Resales”) only on the terms and in the manner set forth in the
Offering Memorandum, as amended or supplemented, and Sections 4 and 5 hereof as soon as the Initial
Purchaser deems advisable after this Agreement has been executed and delivered, solely to



2









 







(i) persons in the United States whom the Initial Purchaser reasonably believes to be
“qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act, as such
rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A, and (ii)
outside the United States to certain persons in reliance on Regulation S (“Regulation S”) under the
Securities Act (each, a “Reg S Investor”). The QIBs and the Reg S Investors are collectively
referred to herein as the “Eligible Purchasers.” The Initial Purchaser will offer the Additional
Notes to such Eligible Purchasers initially at a price equal to 105.875% of the principal amount
thereof. Such price may be changed by the Initial Purchaser at any time without notice.



     The payment of principal of, premium and liquidated damages, if any, and interest on the
Additional Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior
unsecured basis, jointly and severally, by (i) Parent, (ii) HoldCo, (iii) each of the Company’s
Subsidiaries listed in Schedule I hereto, and (iv) any subsidiary of the Company or Parent
formed or acquired after the Closing Date that executes an additional guarantee in accordance with
the terms of the Indenture, and respective successors and assigns of Parent, HoldCo and the
Subsidiaries of the Company or Parent referred to in (iii) and (iv) above (collectively, the
“Guarantors”), pursuant to their guarantees (the “Guarantees”). The Additional Notes and the
Guarantees attached thereto are herein collectively referred to as the “Securities”; and the
Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the
“Exchange Securities.”



     This Agreement, the Securities, the Exchange Securities, the Indenture and the Registration
Rights Agreement are hereinafter referred to collectively as the “Offering Documents.”
Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Offering Memorandum, and if not defined therein, in the Indenture.



     2. Representations and Warranties of the Company and the Guarantors. The Company and
the Guarantors, jointly and severally and as of the date hereof, represent and warrant to, and
agree with, the Initial Purchaser that:



          (a) (i) The Preliminary Offering Memorandum as of its date did not, (ii) the Preliminary
Offering Memorandum, as supplemented by the information and documents listed in Schedule II
hereto (the “Pricing Supplement”) (the Preliminary Offering Memorandum and the Pricing Supplement
taken together, the “Disclosure Package”), as of the Applicable Time (as defined below) does not,
(iii) the Offering Memorandum as of its date does not, and as of the Closing Date will not and (iv)
any supplement or amendment to any of the documents referenced in clauses (i) through (iii) above
does not as of its respective date and will not as of the Closing Date, contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading,
except that the representations and warranties contained in this paragraph shall not apply to
statements in or omissions from the Preliminary Offering Memorandum, the Disclosure Package or the
Offering Memorandum (or any supplement or amendment thereto, including the Pricing Supplement) made
in reliance upon and in conformity with information relating to the Initial Purchaser furnished to
the Company and the Guarantors in writing by the Initial Purchaser expressly for use therein, it
being understood and agreed that the only such information furnished by the Initial Purchaser
consists of the information described as such in

3









 








Section 11 hereof. For purposes of this Agreement, the “Applicable Time” is 4:00 p.m.
e.d.s.t.,. New York City time on the date of this Agreement. Any reference herein to the
Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum shall be deemed
to refer to and include (i) all documents filed with the Commission pursuant to Section 13(a),
13(c) or 15(d) of the Exchange Act after the date of the Preliminary Offering Memorandum, the
Disclosure Package or the Offering Memorandum, as the case may be, through the date on which the
Initial Purchaser has sold all of the Additional Notes to Eligible Purchasers and (ii) any
Additional Issuer Information (as defined in Section 6(i) hereof) furnished by the Company prior to
the completion of the distribution of the Additional Notes; and all documents filed under the
Exchange Act and so deemed to be included in the Preliminary Offering Memorandum, the Disclosure
Package or the Offering Memorandum, as the case may be, or any amendment or supplement thereto are
hereinafter called the “Exchange Act Reports.” The Exchange Act Reports, when they were or are
filed with the Commission, conformed or will conform in all material respects to the applicable
requirements of the Exchange Act.




          (b) The Disclosure Package and the Offering Memorandum have been or will be prepared by the
Company for use by the Initial Purchaser in connection with the Offering.




          (c) (intentionally omitted).




          (d) Subsequent to the respective dates as of which information is given in the Disclosure
Package and the Offering Memorandum, except as disclosed in the Disclosure Package and the Offering
Memorandum, neither Parent, Royal Street Communications, LLC and its subsidiaries (collectively,
“Royal Street”) nor any Subsidiary (as defined below) has declared, paid or made any dividends or
other distributions of any kind on or in respect of its capital stock and there has been no
material adverse change, in the capital stock or the long-term debt, or material increase in the
short-term debt, of Parent, Royal Street or any Subsidiary from that set forth in the Disclosure
Package and the Offering Memorandum, whether or not arising from transactions in the ordinary
course of business, in or affecting (i) the business, assets, financial condition, results of
operations or properties of Parent, Royal Street and the Subsidiaries (as defined below), taken as
a whole or (ii) the ability of the Company to consummate the Offering or any of the other
transactions contemplated by the Offering Documents. Since the date of the latest balance sheet
included or incorporated by reference in the Disclosure Package and the Offering Memorandum,
neither Parent nor any Subsidiary has incurred or undertaken any liabilities or obligations,
whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any
transactions, including any acquisition or disposition of any business or asset, which is material
to Parent, Royal Street and the Subsidiaries, taken as a whole, except for liabilities, obligations
and transactions which are disclosed in the Disclosure Package and the Offering Memorandum and
purchase transactions in the ordinary course of business.




          (e) Parent and each Subsidiary (i) has been duly organized and is validly existing as a
corporation, partnership or limited liability company in good standing under the laws of its
jurisdiction of organization, (ii) has all requisite power and authority to carry on its business
as it is currently being conducted and as described in the Disclosure Package and the Offering
Memorandum, and to own, lease and operate its respective properties and (iii) is duly qualified and
authorized to do business and is in good standing as a foreign corporation,

4









 








partnership or limited liability company in each jurisdiction in which the character or
location of its properties (owned, leased or licensed) or the nature or conduct of its business
makes such qualification necessary, except for those failures to be so qualified or in good
standing which (individually or in the aggregate) would not reasonably be expected to have a
material adverse effect on (A) the business, assets, financial condition, results of operations, or
properties of Parent, Royal Street and the Subsidiaries, taken as a whole, (B) the long-term debt
or capital stock of Parent, Royal Street or any Subsidiary, (C) the issuance or marketability of
the Notes or (D) the validity of this Agreement or any other Offering Document or the transactions
described in the Disclosure Package and the Offering Memorandum under the caption “Use of Proceeds”
(any such effect being a “Material Adverse Effect”).




          (f) The subsidiaries listed on Exhibit B
(collectively, the “Subsidiaries”
and individually, a “Subsidiary”) are the only “subsidiaries” of Parent (within the meaning of
Rule 405 under the Securities Act) other than Royal Street, in which Parent indirectly holds an 85%
non-controlling interest. Except for the Subsidiaries or as otherwise disclosed in the Disclosure
Package and the Offering Memorandum, Parent does not hold ownership or other interest, nominal or
beneficial, direct or indirect, in any corporation, partnership, joint venture or other business
entity. All of the issued shares of capital stock of, or other ownership interests in, each
Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable
and are owned, directly or indirectly, by Parent, free and clear of any lien, charge, mortgage,
pledge, security interest, claim, limitation on voting rights, equity, trust or other encumbrance,
preferential arrangement, defect or restriction of any kind whatsoever (any “Lien”), except for any
such security interests, claims, liens, limitations on voting rights or encumbrances as would (a)
constitute “Permitted Liens” (“Permitted Liens”) as defined in the section of the Disclosure
Package and the Offering Memorandum entitled “Description of Notes” (the “DoN”), (b) be immaterial
to the business, assets, financial condition, results of operations or properties of Parent and the
Subsidiaries taken as a whole, or (c) any restrictions on transfer under applicable federal or
state securities laws.




          (g) Except as disclosed in the Disclosure Package and the Offering Memorandum, no Subsidiary
has outstanding subscriptions, rights, warrants, calls, commitments of sale or options to acquire,
or any preemptive rights or other rights to subscribe for or to purchase, or any contracts or
commitments to issue or sell, or instruments convertible into or exchangeable for, any capital
stock or other equity interest in the Subsidiaries (any “Relevant Security”). All of the issued
and outstanding shares of capital stock of Parent are fully paid and non-assessable and have been
duly and validly authorized and issued, in compliance with all applicable state, federal and
foreign securities laws and not in violation of or subject to any preemptive or similar right that
does or will entitle any person, upon the issuance or sale of any security, to acquire from Parent
or any Subsidiary any Relevant Security of Parent or any Subsidiary, except for such violations
which would not reasonably be expected to result in a Material Adverse Effect.




          (h) When the Additional Notes and the Guarantees thereof are issued and delivered pursuant to
this Agreement, no securities of Parent or any Subsidiary other than the Initial Notes will be (i)
of the same class (within the meaning of Rule 144A) as the Additional Notes and the Guarantees
thereof and (ii) listed on a national securities exchange registered

5









 








under Section 6 of the Exchange Act or quoted in a United States automated interdealer
quotation system.




          (i) The Company and each of the Guarantors has the required corporate or limited liability
company power and authority to execute, deliver and perform its obligations under this Agreement
and each of the other Offering Documents to which it is a party and to consummate the transactions
contemplated hereby and thereby, including, without limitation, the corporate or limited liability
company power and authority to issue, sell and deliver the Notes and to issue and deliver the
related Guarantees as provided herein and therein.




          (j) The Additional Notes have been duly and validly authorized by the Company for issuance and
sale to the Initial Purchaser pursuant to this Agreement and, when executed by the Company and
authenticated by the Trustee in accordance with the provisions of the Indenture and when delivered
to and paid for by the Initial Purchaser in accordance with the terms hereof and thereof, will be
duly and validly executed, issued and delivered and will constitute valid and legally binding
obligations of the Company, entitled to the benefits of the Indenture and enforceable against the
Company in accordance with their terms, except that the enforcement thereof may be limited by (i)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now
or hereafter in effect relating to or affecting creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforcement is considered in a proceeding at law
or in equity) (clauses (i) and (ii) are referred to herein collectively as the “Enforceability
Exceptions”). The Additional Notes will conform in all material respects to the descriptions
thereof in the Disclosure Package and the Offering Memorandum. At the Closing Date, the Additional
Notes will be in the form contemplated by the Indenture.




          (k) The Guarantees of the Additional Notes have been duly and validly authorized by each of
the Guarantors for issuance to the Initial Purchaser pursuant to this Agreement and, when executed
by the respective Guarantors in accordance with the provisions of the Indenture and when delivered
to the Initial Purchaser in accordance with the terms hereof and thereof, and when the Additional
Notes have been issued and authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Initial Purchaser in accordance with the terms hereof and thereof,
will constitute valid and legally binding obligations of each of the Guarantors, entitled to the
benefits of the Indenture and enforceable against each of them in accordance with their terms,
except that the enforcement thereof may be limited by the Enforceability Exceptions. The
Guarantees of the Additional Notes will conform in all material respects to the descriptions
thereof in the Disclosure Package and the Offering Memorandum.




          (l) The Exchange Notes have been duly and validly authorized for issuance by the Company and,
when issued and executed by the Company and authenticated by the Trustee in accordance with the
terms of the Exchange Offer and the Indenture, will constitute valid and legally binding
obligations of the Company, entitled to the benefits of the Indenture and enforceable against the
Company in accordance with their terms, except that the enforcement thereof may be limited by the
Enforceability Exceptions. The Exchange Notes will conform in all material respects to the
descriptions thereof in the Disclosure Package and the Offering Memorandum.




6









 








          (m) The Guarantees of the Exchange Notes have been duly and validly authorized by each of the
Guarantors and, when executed by the respective Guarantors and when delivered in accordance with
the provisions of the Indenture and when the Exchange Notes have been issued and authenticated in
accordance with the terms of the Exchange Offer and the Indenture, will constitute valid and
legally binding obligations of each of the Guarantors, entitled to the benefits of the Indenture
and enforceable against each of them in accordance with their terms, except that the enforcement
thereof may be limited by the Enforceability Exceptions. The Guarantees of the Exchange Notes will
conform in all material respects to the descriptions thereof in the Disclosure Package and the
Offering Memorandum.




          (n) The Indenture has been duly and validly authorized, executed and delivered by the Company
and each Guarantor and (assuming the due authorization, execution and delivery by the Trustee),
constitutes a valid and legally binding agreement of the Company and each Guarantor, enforceable
against each of them in accordance with its terms, except that the enforcement thereof may be
limited by the Enforceability Exceptions. The Indenture conforms in all material respects to the
description thereof in the Disclosure Package and the Offering Memorandum. The Indenture conforms
in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the
“Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture
that is qualified thereunder.




          (o) The Registration Rights Agreement has been duly and validly authorized by the Company and
each Guarantor and, when duly executed and delivered by the Company and each Guarantor (assuming
the due authorization, execution and delivery by the Initial Purchaser), will constitute a valid
and legally binding obligation of the Company and each Guarantor, enforceable against each of them
in accordance with its terms, except that the enforcement thereof may be limited by the
Enforceability Exceptions. The Registration Rights Agreement conforms in all material respects to
the description thereof in the Disclosure Package and the Offering Memorandum.




          (p) This Agreement has been duly and validly authorized, executed and delivered by the Company
and each Guarantor.




          (q) Neither Parent nor any Subsidiary (i) is in violation of its certificate or articles of
incorporation, by-laws, certificate of formation, limited liability company agreement, partnership
agreement or other organizational documents, (ii) is in default under, and no event has occurred
which, with notice or lapse of time, or both, would constitute a default under, or result in the
creation or imposition of any Lien upon, any property or assets of Parent or any Subsidiary
pursuant to, any bond, debenture, note, indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which it is a party or by which it is bound or to which any of its
properties or assets is subject or (iii) is in violation of any statute, law, rule, regulation,
ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or
governmental agency or body, foreign or domestic, except (in the case of clauses (ii) and (iii)
above) for violations or defaults that would not (individually or in the aggregate) reasonably be
expected to have a Material Adverse Effect and except (in the case of clause (ii) alone) for any
Lien disclosed in the Disclosure Package and the Offering Memorandum.




7









 








          (r) None of (i) the execution, delivery and performance by the Company and each Guarantor of
this Agreement and consummation of the transactions contemplated by the Offering Documents to which
each of them, respectively, is a party, (ii) the issuance and sale of the Additional Notes, the
issuance of the Exchange Notes, and the issuance of the Guarantees or (iii) the consummation by
Parent and the Subsidiaries of the transactions described in the Disclosure Package and the
Offering Memorandum under the caption “Use of Proceeds,” violates or will violate, conflicts with
or will conflict with, requires or will require consent under, or results or will result in a
breach of any of the terms and provisions of, or constitutes or will constitute a default (or an
event which with notice or lapse of time, or both, would constitute a default) under, or results or
will result in the creation or imposition of any Lien upon any property or assets of Parent or any
Subsidiary, or an acceleration of any Indebtedness (as defined in the DoN) of Parent or any
Subsidiary pursuant to (A) any provision of the certificate or articles of incorporation, by-laws,
certificate of formation, limited liability company agreement, partnership agreement or other
organizational documents of Parent or any Subsidiary, (B) any bond, debenture, note, indenture,
mortgage, deed of trust, loan agreement or other agreement, instrument, franchise, license or
permit to which Parent or any Subsidiary is a party or by which Parent or any Subsidiary or their
respective properties, operations or assets is or may be bound or (C) assuming the representations
of the Initial Purchaser contained herein are true and correct, any statute, law, rule, regulation,
ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or
governmental agency or body, domestic or foreign, except (x) in the case of the Registration Rights
Agreement, consents and approvals that will be obtained and made under the Securities Act, the
Trust Indenture Act, and state securities or blue sky laws and regulations, and (y) (in the case of
clauses (B) and (C) above) as would not reasonably be expected to have a Material Adverse Effect.




          (s) Each of Parent and the Subsidiaries has all necessary consents, approvals, authorizations,
orders, registrations, qualifications, licenses, filings and permits of, with and from all
judicial, regulatory and other legal or governmental agencies and bodies and all third parties,
foreign and domestic (collectively, the “Consents”), to own, lease and operate its properties and
conduct its business as it is now being conducted and as disclosed in the Disclosure Package and
the Offering Memorandum, and each such Consent is valid and in full force and effect, except in
each case as would not reasonably be expected to have a Material Adverse Effect. Except as
disclosed in the Disclosure Package and the Offering Memorandum, neither Parent nor any Subsidiary
has received notice of any investigation or proceedings which, if decided adversely to Parent or
any Subsidiary, would reasonably be expected to result in the revocation of, or imposition of a
materially burdensome restriction on, any Consent. Except as disclosed in the Disclosure Package
and the Offering Memorandum, each of Parent and each Subsidiary is in compliance with all
applicable laws, rules, regulations, ordinances, judgments, decrees and orders, foreign and
domestic, except where failure to be in compliance would not reasonably be expected to have a
Material Adverse Effect.




          (t) After giving effect to the transactions contemplated by each of the Offering Memorandum
and the Offering Documents, no Consent is required for (i) the execution, delivery and performance
by each of the Company and the Guarantors of this Agreement or consummation of the Offering, the
Exchange Offer and the other transactions contemplated by the Offering Documents to which each of
them, respectively, is a party or (ii) the issuance, sale and delivery of the Additional Notes (and
the issuance of the Exchange




8









 




Notes in connection with the Exchange Offer), and the issuance of the Guarantees, except such
Consents as have been or will be obtained and made on or prior to the Closing Date (or, in the case
of the Registration Rights Agreement, will be obtained and made under the Securities Act, the Trust
Indenture Act, and state securities or blue sky laws and regulations) and that the Commission must
declare the Registration Statement effective pursuant to the Registration Rights Agreement, except
where the failure to obtain such Consent would not reasonably be expected to have a Material
Adverse Effect.




          (u) Except as disclosed in the Disclosure Package and the Offering Memorandum, there is (i) no
judicial, regulatory, arbitral or other legal or governmental proceeding or other litigation or
arbitration pending, domestic or foreign, to which Parent, any Subsidiary or, to Parent’s
knowledge, Royal Street, is a party or of which the business, property, operations or assets of
Parent or any Subsidiary is subject, (ii) no statute, rule, regulation or order that has been
enacted, adopted or issued by any governmental agency, and (iii) no injunction, restraining order
or order of any nature by a federal or state court or foreign court of competent jurisdiction to
which Parent or any Subsidiary is subject or to which the business, property, operations or assets
of Parent or any Subsidiary is or may be subject which, if determined adversely to Parent or any
Subsidiary, would reasonably be expected to have a Material Adverse Effect; and to Parent’s
knowledge, no such proceeding, litigation or arbitration is threatened or contemplated.




          (v) There exists as of the date hereof (after giving effect to the transactions contemplated
by each of the Offering Documents) no event or condition that would constitute a default or an
event of default (in each case as defined in each of the Offering Documents) under any of the
Offering Documents that would result in a Material Adverse Effect or materially adversely affect
the ability of the Company to consummate the Offering and the other transactions contemplated by
the Offering Documents, including, without limitation, the Exchange Offer.




          (w) (i) To Parent’s knowledge, no action has been taken and no statute, rule, regulation or
order has been enacted, adopted or issued by any governmental agency that prevents the issuance of
the Notes or the Guarantees or prevents or suspends the use of the Disclosure Package or the
Offering Memorandum or any amendment or supplement thereto, (ii) no injunction, restraining order
or order of any nature by a federal or state court of competent jurisdiction has been issued that
prevents the issuance of the Notes or the Guarantees or prevents or suspends the sale of the
Additional Notes or the Guarantees in any jurisdiction referred to in Section 6(e) hereof, (iii)
every request of any securities authority or agency of any jurisdiction for additional information
relating to the issuance of the Notes or Guarantees or the sale of the Additional Notes has been
complied with in all material respects and (iv) no order asserting that any of the transactions
contemplated by this Agreement are subject to the registration requirements of the Securities Act
has been issued and no proceeding for that purpose has commenced or is pending or, to Parent’s
knowledge, is contemplated.




          (x) There is (i) no material unfair labor practice complaint pending against Parent or any
Subsidiary nor, to Parent’s knowledge, threatened against any of them, before the National Labor
Relations Board, any state or local labor relations board or any foreign labor relations board, and
no material grievance or material arbitration proceeding arising out of or




9









 




under any collective bargaining agreement is so pending against Parent or any Subsidiary or,
to Parent’s knowledge, threatened against any of them, (ii) no material strike, labor dispute,
slowdown, or stoppage pending against Parent or any Subsidiary nor, to Parent’s knowledge,
threatened against any of them, (iii) no material labor disturbance by the employees of Parent or
any Subsidiary or, to Parent’s knowledge, no such disturbance is imminent and (iv) no union
representation petition has been submitted to Parent or any Subsidiary. To Parent’s knowledge, no
collective bargaining organizing activities are taking place with respect to Parent or any
Subsidiary. Neither Parent nor any Subsidiary has violated (i) any federal, state or local law or
foreign law relating to discrimination in hiring, promotion or pay of employees or (ii) any
applicable wage or hour laws, except those violations that would not reasonably be expected to have
a Material Adverse Effect. 




          (y) No “prohibited transaction” (as defined in either Section 406 of the Employee Retirement
Income Security Act of 1974, as amended, including the regulations and published interpretations
thereunder (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended from time to
time (the “Code”)), “accumulated funding deficiency” (as defined in Section 302 of ERISA) or other
event of the kind described in Section 4043(b) of ERISA (other than events with respect to which
the 30-day notice requirement under Section 4043 of ERISA has been waived) has occurred with
respect to any employee benefit plan for which Parent or any Subsidiary would have any liability
which would (individually or in the aggregate) reasonably be expected to have a Material Adverse
Effect; each employee benefit plan for which Parent or any Subsidiary would have any liability is
in compliance with its terms and applicable law, including (without limitation) ERISA and the Code,
except where such violation would not reasonably be expected to result in a Material Adverse
Effect; neither Parent nor any Subsidiary has incurred liability under Title IV of ERISA with
respect to the termination of, or withdrawal from any “pension plan” or “multi-employer plan” (as
defined in Section 3(37) of ERISA); and each plan for which Parent or any Subsidiary would have any
liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all
material respects, its related trust is exempt from taxation under Section 501(a) of the Code, and
nothing has occurred, whether by action or by failure to act, which would cause the loss of such
qualification. The execution and delivery of this Agreement, the other Offering Documents and the
sale of the Securities to be purchased by Eligible Purchasers will not involve any prohibited
transaction within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code
of 1986. The representation made by the Company and the Guarantors in the preceding sentence is
made in reliance upon and subject to the accuracy of, and compliance with, the representations and
covenants made or deemed made by Eligible Purchasers as set forth in the Disclosure Package and the
Offering Memorandum under the caption “Notice to Investors.”




          (z) None of Parent or any Subsidiary has violated, or is in violation of, any foreign,
federal, state or local law or regulation relating to the protection of human health and safety,
the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(collectively, “Environmental Laws”), which violations could, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.




          (aa) There is no alleged liability, or to Parent’s knowledge, potential liability (including,
without limitation, alleged or potential liability or investigatory costs, cleanup costs,
governmental response costs, natural resource damages, property damages, personal injuries or

10









 








penalties) of Parent or any Subsidiary arising out of, based on or resulting from (i) the
presence or release into the environment of any Hazardous Material (as defined below) at any
location, whether or not owned by Parent or any Subsidiary, as the case may be or (ii) any
violation or alleged violation of any Environmental Laws, other than as disclosed in the Disclosure
Package and the Offering Memorandum and except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (i)
any “hazardous substance” as defined by the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, (ii) any “hazardous waste” as defined by the Resource
Conservation and Recovery Act of 1976, as amended, (iii) any petroleum or petroleum product, (iv)
any polychlorinated biphenyl and (v) any pollutant or contaminant or hazardous, dangerous or toxic
chemical, material, waste or substance regulated under or within the meaning of any other law
relating to protection of human health or the environment or imposing liability or standards of
conduct concerning any such chemical material, waste or substance.




          (bb) (intentionally omitted).




          (cc) Parent, the Subsidiaries, and to Parent’s knowledge after due inquiry, Royal Street own
or lease all such properties as are reasonably necessary to the conduct of the businesses of
Parent, Royal Street and the Subsidiaries as presently operated as described in the Disclosure
Package and the Offering Memorandum. Parent, the Subsidiaries, and to Parent’s knowledge after due
inquiry, Royal Street have (i) good and marketable title in fee simple to all real property and
good and marketable title to all personal property owned by them, in each case free and clear of
any and all Liens, except for Permitted Liens, Liens under the Credit Agreement (as defined below),
the Second Amended and Restated Credit Agreement executed on December 15, 2005 as of December 22,
2004, by and between the Company and Royal Street Communications, LLC (including the Counterpart
Signature Page and Joinder Agreement thereto), as amended, the Amended and Restated Security
Agreement executed on December 15, 2005 as of December 22, 2004, between Royal Street
Communications, LLC and the Company and the Amended and Restated Pledge Agreement executed on
December 15, 2005 as of December 22, 2004 between Royal Street Communications, LLC and the Company,
and except such as are described in the Disclosure Package and the Offering Memorandum or such as
do not (individually or in the aggregate) materially affect the value of such property or
materially interfere with the use made or proposed to be made of such property by Parent, Royal
Street and the Subsidiaries and (ii) peaceful and undisturbed possession of any material real
property and buildings held under lease or sublease by Parent, Royal Street and the Subsidiaries
and such leased or subleased real property and buildings are held by them under valid, subsisting
and enforceable leases and no default exists thereunder, (including, to Parent’s knowledge,
defaults by the landlord) with such exceptions as are not material to, and do not interfere with,
the use made and proposed to be made of such property and buildings by Parent, Royal Street and the
Subsidiaries. Neither Parent nor any Subsidiary, nor to Parent’s knowledge Royal Street, has
received any notice of any claim adverse to its ownership of any real or personal property or of
any claim against the continued possession of any real property, whether owned or held under lease
or sublease by Parent, Royal Street or any Subsidiary, which would reasonably be expected to have a
Material Adverse Effect.




11









 








          (dd) Parent and each Subsidiary (i) owns or possesses right to use all patents, patent
applications, trademarks, service marks, domain names, trade names, trademark registrations,
service mark registrations, copyrights, licenses, formulae, customer lists, and know-how and other
intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures, the “Intellectual Property”) necessary for the
conduct of their respective businesses as presently being conducted and as described in the
Disclosure Package and the Offering Memorandum, except where the failure to own or possess would
not reasonably be expected to have a Material Adverse Effect and (ii) have no reason to believe
that the conduct of their respective businesses does or will conflict with, and have not received
any notice of any claim of conflict with, any such right of others (except for such right, or
claimed right pursuant to the Amended and Restated Credit Agreement, dated as of February 20, 2007,
among the Company, as borrower, the several lenders from time to time parties thereto, 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 (the “Credit Agreement”)
or as disclosed in the Disclosure Package and the Offering Memorandum). Except as disclosed in the
Disclosure Package and the Offering Memorandum, or as would not reasonably be expected to have a
Material Adverse Effect, to Parent’s knowledge, there is no infringement by third parties of any
Intellectual Property of Parent or any Subsidiary; except as disclosed in the Disclosure Package
and the Offering Memorandum, or as would not reasonably be expected to have a Material Adverse
Effect, there is no pending or, to Parent’s knowledge, threatened action, suit, proceeding or claim
by others challenging the rights in or to any Intellectual Property of Parent or any Subsidiary;
and except as disclosed in the Disclosure Package and the Offering Memorandum, or as would not
reasonably be expected to have a Material Adverse Effect, there is no pending or, to Parent’s
knowledge, threatened action, suit, proceeding or claim by others that Parent or any Subsidiary
infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary
rights of others.




          (ee) Parent and each Subsidiary has, in all material respects, accurately prepared and timely
filed all federal, and all material state, foreign and other tax returns that are required to be
filed by it and has paid or made provision (to the extent required by U.S. GAAP) for the payment of
all taxes, assessments, governmental or other similar charges, including without limitation, all
sales and use taxes and all taxes which Parent or any Subsidiary is obligated to withhold from
amounts owing to employees, creditors and third parties, with respect to the periods covered by
such tax returns (whether or not such amounts are shown as due on any tax return). No material
deficiency assessment with respect to a proposed adjustment of Parent or any Subsidiary’s federal,
state, local or foreign taxes is pending or, to Parent’s knowledge, threatened. The accruals and
reserves on the books and records of Parent and the Subsidiaries in respect of tax liabilities for
any taxable period not finally determined are adequate in all material respects (in accordance with
U.S. GAAP) to meet any assessments and related liabilities for any such period and, since December
31, 2006, Parent and the Subsidiaries have not incurred any material liability for taxes other than
in the ordinary course of its business. There is no tax lien, whether imposed by any federal,
state, foreign or other taxing authority, outstanding against the assets, properties or business of
Parent or any Subsidiary, except such liens as would not reasonably be expected to have a Material
Adverse Effect.




12









 








          (ff) Parent, the Subsidiaries and, to the Parent’s knowledge after due inquiry, Royal Street
maintain a system of internal accounting and other controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with U.S. GAAP and to maintain accountability for assets, (iii) access to
material assets is permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.




          (gg) Parent is not aware of any currently existing material weaknesses in its internal control
over financial reporting. Since the date of the latest audited financial statements included or
incorporated by reference in the Disclosure Package and the Offering Memorandum, there has been no
change in Parent’s internal control over financial reporting that has materially affected, or is
reasonably likely to materially adversely affect, Parent’s internal control over financial
reporting.




          (hh) Parent maintains disclosure controls and procedures (as such term is defined in Rule
13a-15(e) under the Exchange Act) that have been designed to ensure that material information
relating to Parent and its Subsidiaries is disclosed to Parent’s principal executive officer and
principal financial officer by others within those entities and, as of December 31, 2006, such
disclosure controls and procedures are effective.




          (ii) Parent maintains insurance in such amounts and covering such risks as Parent reasonably
considers adequate for the conduct of Parent and each Subsidiary’s businesses and the value of
Parent and each Subsidiary’s properties and as is customary for privately–held companies engaged in
similar businesses in similar industries, all of which insurance is in full force and effect,
except where the failure to maintain such insurance would not reasonably be expected to have a
Material Adverse Effect. There are no material claims by Parent or any Subsidiary under any such
policy or instrument as to which any insurance company is denying liability or defending under a
reservation of rights clause. Parent reasonably believes that Parent and each Subsidiary will be
able to renew their respective existing insurance as and when such coverage expires or will be able
to obtain replacement insurance adequate for the conduct of the business and the value of its
properties at a cost that would not reasonably be expected to have a Material Adverse Effect.
Neither Parent nor any Subsidiary has received notice from any insurer or agent of such insurer
that substantial capital improvements or other expenditures will have to be made in order to
continue such insurance.




          (jj) Parent has in effect insurance covering its directors and officers as is customary for
similarly-sized publicly held companies engaged in similar businesses in similar industries for
liabilities or losses arising in connection with the Offering, except where the failure to have
such coverage would not reasonably be expected to have a Material Adverse Effect.




          (kk) Except as disclosed in the Disclosure Package and the Offering Memorandum, no
relationship, direct or indirect, exists between or among Parent, any Subsidiary or any affiliate
of the Company, on the one hand, and any director, executive officer or security holder (or any
immediate family member of such director, executive officer or security holder),

13









 








of Parent, any Subsidiary or any affiliate of the Company, on the other hand, which is
required by the Securities Act to be described in the Disclosure Package and the Offering
Memorandum if the Disclosure Package and the Offering Memorandum were prospectuses included in
registration statements on Form S-1 filed with the Commission. There are no outstanding loans,
advances (except normal advances for business expenses in the ordinary course of business) or
guarantees of indebtedness by the Company or Parent to or for the benefit of any of the executive
officers or directors of the Company or Parent or any of their respective family members. Parent
has not, in violation of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated
in connection therewith (the “Sarbanes-Oxley Act”), directly or indirectly, including through a
Subsidiary, extended or maintained credit, arranged for the extension of credit, or renewed an
extension of credit, in the form of a personal loan to or for any director or executive officer of
Parent.




          (ll) Parent, each Subsidiary, and to Parent’s knowledge Royal Street, is not now and, after
sale of the Additional Notes as contemplated hereunder and application of the net proceeds of such
sale as described in the Disclosure Package and the Offering Memorandum under the caption “Use of
Proceeds,” will not be, required to register as an “investment company” under the Investment
Company Act of 1940, as amended (the “Investment Company Act”) and is not and will not be an entity
“controlled” by an “investment company” within the meaning of the Investment Company Act.




          (mm) Except as described in the Disclosure Package and the Offering Memorandum, no holder of
any Relevant Security of Parent or any Subsidiary, or to Parent’s knowledge Royal Street, has any
rights to require registration of any Relevant Security by reason of the execution by the Company
or any of the Guarantors of this Agreement or any other Offering Document to which it is a party or
the consummation by the Company or any of the Guarantors of the transactions contemplated hereby
and thereby, or as part or on account of, or otherwise in connection with the Offering and any of
the other transactions contemplated by the Offering Documents, and any such rights so disclosed
have been effectively waived by the holders thereof, and any such waivers remain in full force and
effect.




          (nn) None of Parent, any Subsidiary, or any affiliate of the Company (within the meaning of
Rule 144 under the Securities Act) has (i) taken, directly or indirectly, any action which
constitutes or is designed to cause or result in, or which could reasonably be expected to
constitute, cause or result in, the stabilization or manipulation of the price of any security of
Parent or any Subsidiary to facilitate the sale or resale of the Additional Notes or (ii) since the
date of the Preliminary Offering Memorandum (A) sold, bid for, purchased or paid any person any
compensation for soliciting purchases of the Additional Notes or (B) paid or agreed to pay to any
person any compensation for soliciting another to purchase any other securities of Parent or any
Subsidiary.




          (oo) None of Parent or any Subsidiary or any of their respective affiliates (as defined in
Rule 501(b) of Regulation D under the Securities Act) or representatives directly, or through any
agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of
any “security” (as defined in the Securities Act) which is or could be integrated with the sale of
the Notes in a manner that would require the registration under the Securities Act of the Notes or
(ii) engaged in any form of general solicitation or general advertising (as those

14









 








terms are used in Regulation D under the Securities Act) in connection with the offer and sale
of the Securities or in connection with Exempt Resales of the Securities, or in any manner
involving a public offering within the meaning of Section 4(2) of the Securities Act. Assuming the
accuracy of the Initial Purchaser’s representations and warranties set forth in Section 3 hereof,
neither (i) the offer and sale of the Additional Notes and the Guarantees to the Initial Purchaser
in the manner contemplated by this Agreement, the Disclosure Package and the Offering Memorandum
nor (ii) the Exempt Resales requires registration under the Securities Act and prior to the
effectiveness of any Registration Statement, the Indenture does not require qualification under the
Trust Indenture Act. No securities of the same class as the Notes have been issued and sold by
Parent or any Subsidiary within the six-month period immediately prior to the date hereof.




          (pp) The financial information and statements, including the notes thereto, and the supporting
schedules included or incorporated by reference in the Disclosure Package and the Offering
Memorandum present fairly the financial position as of the dates indicated and the cash flows and
results of operations for the periods specified of Parent and its consolidated subsidiaries in all
material respects; except as otherwise stated in the Disclosure Package and the Offering
Memorandum, said financial statements have been prepared in conformity with U.S. GAAP applied on a
consistent basis throughout the periods involved in all material respects; and the supporting
schedules included or incorporated by reference in the Disclosure Package and the Offering
Memorandum present fairly the information required to be stated therein in all material respects.
The other financial and statistical information included or incorporated by reference in the
Disclosure Package and the Offering Memorandum derived from the historical, pro forma and as
adjusted financial information and statements, present fairly the information included therein in
all material respects and have been prepared on a basis consistent with that of the financial
statements, historical, pro forma and as adjusted financial information and statements, that are
included or incorporated by reference in the Disclosure Package and the Offering Memorandum and the
books and records of the respective entities presented therein and, to the extent such information
is a range, projection or estimate, is based on the good faith belief and estimates of the
management of Parent.




          (qq) Deloitte & Touche LLP, who have certified or will certify the financial statements and
supporting schedules and information of Parent and its subsidiaries included or to be included as
part of the Disclosure Package and the Offering Memorandum for the fiscal years ended December 31,
2004, 2005 and 2006, is an independent registered public accounting firm as required by the
Securities Act and the Exchange Act.




          (rr) (intentionally omitted).




          (ss) The statistical, industry-related and market-related data included in the Disclosure
Package and the Offering Memorandum are based on or derived from sources which the Company and the
Guarantors reasonably and in good faith believe are reliable and accurate in all material respects,
and such data agree with the sources from which they are derived in all material respects.




          (tt) Each of (i) the Preliminary Offering Memorandum as of its date, (ii) the Disclosure
Package as of the Applicable Time, (iii) the Offering Memorandum as of its date and

15









 








as of the Closing Date and (iv) each amendment or supplement to any of the documents
referenced in (i), (ii) or (iii), in each case, as of its date, contains the information specified
in, and meets the requirements of, Rule 144A(d)(4) under the Securities Act.




          (uu) Assuming the accuracy of the representations of the Initial Purchaser contained in this
Agreement, the sale of the Additional Notes pursuant to Regulation S is not part of a plan or
scheme to evade the registration provisions of the Securities Act.




          (vv) None of the execution, delivery and performance of this Agreement, the issuance and sale
of the Securities, the application of the proceeds from the issuance and sale of the Securities and
the consummation of the transactions contemplated thereby as set forth in the Disclosure Package
and the Offering Memorandum, will violate Regulations T, U or X promulgated by the Board of
Governors of the Federal Reserve System or analogous foreign laws and regulations, in each case as
in effect, or as the same may hereafter be in effect, on the Closing Date (the “Regulations”) and
neither Parent nor any Subsidiaries nor any agent thereof acting on the behalf of any of them has
taken, and none of them will take, any action that might cause this Agreement or the issuance or
sale of the Additional Notes and the Guarantees to violate the Regulations.




          (ww) Neither the Company nor any Guarantor is, nor will any of them be, after giving effect to
the execution, delivery and performance of the Offering Documents and the consummation of the
transactions contemplated thereby, (i) left with unreasonably small capital with which to carry on
their respective businesses as proposed to be conducted, (ii) unable to pay their debts (contingent
or otherwise) as they mature or (iii) insolvent. The fair value and present fair saleable value of
the assets of the Company and each Guarantor exceeds the amount that will be required to be paid on
or in respect of its existing debts and other liabilities (including contingent liabilities) as
they become absolute and matured.




          (xx) Except pursuant to this Agreement, there are no contracts, agreements or understandings
between or among Parent and the Subsidiaries, and any other person that would give rise to a valid
claim against Parent or any Subsidiary or the Initial Purchaser for a brokerage commission,
finder’s fee or like payment in connection with the issuance, purchase and sale of the Notes and
the Guarantees.




          (yy) Except as described in the Disclosure Package and the Offering Memorandum, none of Parent
or any of the Subsidiaries is in default under any of the Offering Documents or any of the
contracts described in the Disclosure Package and the Offering Memorandum, has received a notice or
claim of any such default or has knowledge of any breach of such contracts by the other party or
parties thereto, except such defaults or breaches as would not, individually or in the aggregate,
have a Material Adverse Effect.




          (zz) (intentionally omitted).




          (aaa) Neither Parent nor any Subsidiary has distributed or, prior to the later to occur of (i)
the Closing Date and (ii) completion of the distribution of the Additional Notes, will distribute
any material in connection with the offering and sale of the Additional Notes other than the
Disclosure Package the Offering Memorandum or other material, if any, not prohibited




16









 




by the Securities Act and the Financial Services and Markets Act 2000 of the United Kingdom
(“FSMA”) (or regulations promulgated under the Securities Act or the FMSA) and approved by the
Initial Purchaser, such approval not to be unreasonably withheld or delayed.




          (bbb) The Company, the Guarantors and their respective affiliates and all persons acting on
their behalf (other than the Initial Purchaser, as to whom the Company and the Guarantors make no
representation) have not engaged and will not engage in any directed selling efforts, within the
meaning of Regulation S, with respect to the Additional Notes, and have complied with and will
comply with the offering restrictions requirements of Regulation S in connection with the offering
of the Additional Notes outside the United States and, in connection therewith, the Disclosure
Package and the Offering Memorandum will contain the disclosure required by Rule 902(g)(2).




          (ccc) The Additional Notes sold in reliance on Regulation S will be represented upon issuance
by a temporary global security that may not be exchanged for definitive securities until the
expiration of the 40-day distribution compliance period referred to in Rule 903(c)(3) of the
Securities Act and only upon certification of beneficial ownership of such Additional Notes by
non-U.S. persons or U.S. persons who purchased such Additional Notes in transactions that were
exempt from the registration requirements of the Securities Act.




          (ddd) Parent is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act and files reports with the Commission on the EDGAR System. Parent’s common stock, par value
$0.0001 per share (the “Common Stock”), is registered pursuant to Section 12(b) of the Exchange Act
and the outstanding shares of Common Stock are listed on the New York Stock Exchange, and the
Company has taken no action designed to, or likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act or de-listing the Common Stock from the New
York Stock Exchange, nor has the Company received any notification that the Commission or the New
York Stock Exchange is contemplating terminating such registration or listing.




          (eee) Since the date of effectiveness of its registration statement on Form 10 (Registration
No. 000-50869), Parent has filed in a timely manner each document or report required to be filed by
it pursuant to the Exchange Act.




          (fff) Parent is in compliance in all material respects with all applicable provisions of the
Sarbanes-Oxley Act, and is taking commercially reasonable steps to ensure that it will be in
compliance in all material respects with other provisions of the Sarbanes-Oxley Act not currently
in effect, upon the effectiveness of such provisions.




          Any certificate signed by or on behalf of the Company or any Guarantor and delivered to the
Initial Purchaser or to counsel for the Initial Purchaser pursuant to this Agreement shall be
deemed to be a representation and warranty by the Company or such Guarantor, as the case may be, to
the Initial Purchaser as to the matters covered thereby.




     Each of the Company and the Guarantors acknowledge that the Initial Purchaser and, for
purposes of the opinions to be delivered to the Initial Purchaser pursuant to Section 10 hereof,



17









 







counsel for the Company and the Guarantors and counsel for the Initial Purchaser, will rely
upon the accuracy and truth of the foregoing representations and hereby consent to such reliance.



     3. Representations and Warranties of the Initial Purchaser. The Initial Purchaser
represents, warrants and covenants to the Company and the Guarantors and agrees that:



          (a) Such Initial Purchaser is a QIB and an “accredited investor” (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act), with such knowledge and experience in
financial and business matters as are necessary in order to evaluate the merits and risks of an
investment in the Additional Notes.




          (b) Such Initial Purchaser (i) is not acquiring the Additional Notes with a view to any
distribution thereof that would violate the Securities Act or the securities laws of any state of
the United States or any other applicable jurisdiction and (ii) will be reoffering and reselling
the Additional Notes only to QIBs in reliance on the exemption from the registration requirements
of the Securities Act provided by Rule 144A and in offshore transactions in reliance upon
Regulation S under the Securities Act.




          (c) No form of general solicitation or general advertising (within the meaning of Regulation D
under the Securities Act) has been or will be used by such Initial Purchaser or any of its
representatives in connection with the offer and sale of any of the Additional Notes, including,
but not limited to, articles, notices or other communications published in any newspaper, magazine,
or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.




          (d) Such Initial Purchaser agrees that, in connection with the Exempt Resales, it will solicit
offers to buy the Additional Notes only from, and will offer to sell the Additional Notes only to,
Eligible Purchasers. Such Initial Purchaser further (i) agrees that it will offer to sell the
Additional Notes only to, and will solicit offers to buy the Additional Notes only from (A)
Eligible Purchasers that the Initial Purchaser reasonably believes are QIBs, and (B) Reg S
Investors, (ii) acknowledges and agrees that, in the case of such QIBs and such Reg S
Investors, that such Additional Notes will not have been registered under the Securities Act and
may be resold, pledged or otherwise transferred only (A)(1) to a person whom the seller reasonably
believes is a QIB purchasing for its own account or for the account of a QIB for which such person
is acting as a fiduciary or agent, in a transaction meeting the requirements of Rule 144A, (2) in
an offshore transaction (as defined in Rule 902 under the Securities Act) meeting the requirements
of Rule 904 under the Securities Act, (3) in a transaction meeting the requirements of Rule 144, or
(4) in accordance with another exemption from the registration requirements of the Securities Act
(and based upon an opinion of counsel, if the Company and the Guarantors so request), (B) to Parent
or any Subsidiary or (C) pursuant to an effective registration statement under the Securities Act
and, in each case, in accordance with any applicable securities laws of any state of the United
States or any other applicable jurisdiction and (iii) acknowledges that it will, and each
subsequent holder is required to, notify any purchaser of the security evidenced thereby of the
resale restrictions set forth in (ii) above.




18









 








          (e) Such Initial Purchaser and its affiliates or any person acting on its or their behalf has
not engaged or will not engage in any directed selling efforts within the meaning of Regulation S
with respect to the Additional Notes or the Guarantees thereof.




          (f) The Additional Notes offered and sold by such Initial Purchaser pursuant hereto in
reliance on Regulation S have been and will be offered and sold only in offshore transactions.




          (g) The sale of Additional Notes offered and sold by such Initial Purchaser pursuant hereto in
reliance on Regulation S is not part of a plan or scheme to evade the registration provisions of
the Securities Act.




          (h) Such Initial Purchaser has not distributed nor, prior to the later to occur of (i) the
Closing Date and (ii) completion of the distribution of the Additional Notes, will distribute any
material in connection with the offering and sale of the Additional Notes other than the (w)
Disclosure Package, (x) the Offering Memorandum, (y) one or more term sheets relating to the
Securities containing customary information and conveyed to purchasers of securities or (z) other
material, if any, not prohibited by the Securities Act and the FSMA (or regulations promulgated
under the Securities Act or the FMSA), which material shall have been reviewed an approved by the
Company.




          (i) Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell
the Additional Notes in the United States or to, or for the benefit or account of, a U.S. Person
(other than a distributor), in each case, as defined in Rule 902 under the Securities Act (i) as
part of its distribution at any time and (ii) otherwise until 40 days after the later of the
commencement of the offering of the Additional Notes pursuant hereto and the Closing Date, other
than in accordance with Regulation S of the Securities Act or another exemption from the
registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such
40-day distribution compliance period, it will not cause any advertisement with respect to the
Additional Notes (including any “tombstone” advertisement) to be published in any newspaper or
periodical or posted in any public place and will not issue any circular relating to the Additional
Notes, except such advertisements as permitted by and include the statements required by Regulation
S.




          (j) Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Additional
Notes by it to any distributor, dealer or person receiving a selling concession, fee or other
remuneration during the 40-day distribution compliance period referred to in Rule 903(c)(3) under
the Securities Act, it will send to such distributor, dealer or person receiving a selling
concession, fee or other remuneration a confirmation or notice to substantially the following
effect:





“The Additional Notes covered hereby have not been registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and may not be offered
and sold within the United States or to, or for the account or benefit of, U.S.
persons (i) as part of your distribution at any time or (ii) otherwise until 40 days
after the later of the commencement of the Offering and the Closing Date, except in
either case in accordance with Regulation S under the Securities Act (or Rule



19









 






144A or to Accredited Institutions in transactions that are exempt from the
registration requirements of the Securities Act), and in connection with any
subsequent sale by you of the Additional Notes covered hereby in reliance on
Regulation S during the period referred to above to any distributor, dealer or
person receiving a selling concession, fee or other remuneration, you must deliver a
notice to substantially the foregoing effect. Terms used above have the meanings
assigned to them in Regulation S.”



          (k) Such Initial Purchaser agrees that the Additional Notes offered and sold in reliance on
Regulation S will be represented upon issuance by a global security that may not be exchanged for
definitive securities until the expiration of the 40-day distribution compliance period referred to
in Rule 903(c)(3) of the Securities Act and only upon certification of beneficial ownership of such
Additional Notes by non-U.S. persons or U.S. persons who purchased such Additional Notes in
transactions that were exempt from the registration requirements of the Securities Act.




          The Initial Purchaser acknowledges that the Company and the Guarantors and, for purposes of
the opinions to be delivered to the Initial Purchaser pursuant to Section 10 hereof, counsel for
the Company and the Guarantors and counsel for the Initial Purchaser will rely upon the accuracy
and truth of the foregoing representations and hereby consent to such reliance.




     4. Purchase, Sale and Delivery.



          (a) On the basis of the representations, warranties, covenants and agreements contained in
this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to
the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, all of the
Additional Notes. The purchase price for the Additional Notes will be $1053.75 per $1,000
principal amount of Additional Notes, plus accrued interest from May 1, 2007.




          (b) On the Closing Date, the Company shall deliver to the Initial Purchaser, in such
denomination or denominations and registered in such name or names as the Initial Purchaser
requests upon notice to the Company at least 48 hours prior to the Closing Date, one or more
Additional Notes in definitive global form, registered in the name of Cede & Co., as nominee of The
Depository Trust Company (“DTC”), having an aggregate amount corresponding to the aggregate
principal amount of the Additional Notes sold pursuant to Exempt Resales to QIBs (the “Global
Note”) and (ii) if any Exempt Resales are made in reliance on Regulation S, one or more Senior
Notes in definitive form, registered in the name of Cede & Co., as nominee of DTC, having an
aggregate amount corresponding to the aggregate amount of the Senior Notes, if any, sold pursuant
to Exempt Resales in offshore transactions in reliance on Regulation S (the “Temporary Regulation S
Global Note”), against payment of the purchase price therefor by wire transfer of same-day funds to
the account of the Company, previously designated by it in writing. Such delivery of and payment
for the Additional Notes shall be made at the offices of Latham & Watkins LLP, 885 Third Avenue,
Suite 1000, New York, NY 10022 or such other location as may be mutually acceptable. Such delivery
and payment shall be made at 9:00 a.m., New York City time, on June 6, 2007 or at such other time
as shall be agreed upon by the Initial Purchaser and the Company. The time and date of such
delivery and payment are

20









 








herein called the “Closing Date.” The Global Note and the Temporary Regulation S Global Note
shall be made available to the Initial Purchaser for inspection not later than 5:00 p.m., New York
City time, on the business day immediately preceding the Closing Date.




     5. Offering by Initial Purchaser. The Initial Purchaser proposes to make an offering
of the Securities at the price and upon the terms set forth in the Offering Memorandum as soon as
practicable after this Agreement is entered into and as, in the judgment of the Initial Purchaser,
is advisable.



     6. Agreements of the Company and the Guarantors. Each of the Company and the
Guarantors, jointly and severally, covenants and agrees with the Initial Purchaser that:



          (a) The Company and the Guarantors shall advise the Initial Purchaser promptly and, if
requested by the Initial Purchaser, confirm such advice in writing, upon the Company or any
Guarantor becoming aware (i) of the issuance by any state securities commission or other regulatory
authority of any stop order or order suspending the qualification or exemption from qualification
of any Notes or the related Guarantees for offering or sale in any jurisdiction, or the initiation
of any proceeding for such purpose by any state securities commission or other regulatory authority
and (ii) of the happening of any event that makes any statement of a material fact made in the
Disclosure Package or the Offering Memorandum untrue or that requires the making of any additions
to or changes in the Disclosure Package or the Offering Memorandum in order to make the Disclosure
Package or the Offering Memorandum not misleading in the light of the circumstances existing at the
time it is delivered to an Eligible Purchaser. The Company and the Guarantors shall use their
respective commercially reasonable efforts to prevent the issuance of any stop order or order
suspending the qualification or exemption from qualification of any Notes or the related Guarantees
under any state securities or blue sky laws and, if at any time any state securities commission or
other regulatory authority shall issue an order suspending the qualification or exemption from
qualification of any Notes or the related Guarantees under any state securities or blue sky laws,
the Company and the Guarantors shall use their respective commercially reasonable efforts to obtain
the withdrawal or lifting of such order at the earliest possible time.




          (b) The Company and the Guarantors shall, without charge, during the period referred to in
paragraph (c) below, provide to the Initial Purchaser and to counsel to the Initial Purchaser, and
to those persons identified by the Initial Purchaser to the Company as many copies of the
Preliminary Offering Memorandum and the Offering Memorandum, including all documents incorporated
therein by reference, and any amendments or supplements thereto, as the Initial Purchaser may
reasonably request. The Company and the Guarantors consent to the use of the Preliminary Offering
Memorandum and the Offering Memorandum, and any amendments and supplements thereto required
pursuant hereto, by the Initial Purchaser in connection with Exempt Resales. The Initial Purchaser
may not use any written materials other than the Preliminary Offering Memorandum, the Offering
Memorandum, the Free Writing Offering Document and one or more term sheets relating to the
Securities containing customary information and conveyed to purchasers of Securities, unless such
material would not violate applicable laws.




21









 








          (c) Neither the Company nor any Guarantor will amend or supplement the Preliminary Offering
Memorandum or the Offering Memorandum or any amendment or supplement thereto during such period as,
in the opinion of counsel for the Initial Purchaser, the Preliminary Offering Memorandum or the
Offering Memorandum is required by law to be delivered in connection with Exempt Resales and in
connection with market-making activities of the Initial Purchaser for so long as any Additional
Notes are outstanding unless the Initial Purchaser shall previously have been advised thereof and
furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and
as to which the Initial Purchaser shall not have given its consent. The Company and the Guarantors
shall promptly, upon the request of the Initial Purchaser or counsel to the Initial Purchaser, make
any amendment or supplement to the Preliminary Offering Memorandum or the Offering Memorandum that
may be necessary or advisable in connection with such Exempt Resales or such market making
activities.




          (d) If, during the period referred to in 6(c) above, any event shall occur as a result of
which, it is necessary or advisable, in the opinion of counsel for the Initial Purchaser, to amend
or supplement the Preliminary Offering Memorandum or the Offering Memorandum in order to make such
Preliminary Offering Memorandum or Offering Memorandum not materially misleading in the light of
the circumstances existing at the time it is delivered to an Eligible Purchaser, or if for any
other reason it shall be necessary or advisable to amend or supplement the Preliminary Offering
Memorandum or the Offering Memorandum to comply with applicable laws, rules or regulations, the
Company and the Guarantors shall (subject to Section 6(c) hereof) forthwith amend or supplement
such Preliminary Offering Memorandum or Offering Memorandum at its own expense so that, as so
amended or supplemented, such Preliminary Offering Memorandum or Offering Memorandum will not
include an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein not misleading or so that such Preliminary Offering Memorandum or
Offering Memorandum will comply with all applicable laws, rules or regulations. The Company and
the Guarantors shall supply any amendment or supplemented Offering Memorandum to the Initial
Purchaser in such quantities as the Initial Purchaser may reasonably request. From the time the
Company notifies the Initial Purchaser that any such amendment or modification is necessary until
the amendment or modification is made, the Initial Purchaser shall cease use of the Preliminary
Offering Memorandum or the Offering Memorandum, as applicable.




          (e) The Company and the Guarantors shall reasonably cooperate with the Initial Purchaser and
counsel for the Initial Purchaser in connection with the qualification or registration of the
Additional Notes and the Guarantees thereof for offering and sale under the securities or blue sky
laws of such jurisdictions as the Initial Purchaser may designate and shall continue such
qualifications in effect for as long as may be necessary to complete the Exempt Resales, but in no
event longer than 365 days from the Closing Date; provided, however, that in connection therewith
neither the Company nor any Guarantor shall be required to qualify as a foreign corporation where
it is not now so qualified or to execute a general consent to service of process in any
jurisdiction or to take any other action that would subject it to general service of process or to
taxation in respect of doing business in any jurisdiction in which it is not otherwise subject, in
each case, other than as to matters and transactions relating to the Preliminary Offering
Memorandum, the Offering Memorandum or Exempt Resales.




22









 








          (f) The Company shall apply the net proceeds from the sale of the Additional Notes in the
manner set forth under “Use of Proceeds” in the Disclosure Package and the Offering Memorandum.




          (g) (intentionally omitted).




          (h) None of the Company, the Guarantors or any of their respective “affiliates” (as defined in
Rule 144 under the Securities Act) will sell, offer for sale, solicit offers to buy or otherwise
negotiate in respect of any “security” (as defined in the Securities Act) that could be integrated
with the sale of the Additional Notes in a manner that would require the registration under the
Securities Act of the sale to the Initial Purchaser or the Eligible Purchasers of the Additional
Notes or to take any other action that would result in the Exempt Resales not being exempt from
registration under the Securities Act.




          (i) For so long as any of the Notes remain outstanding and are “restricted securities” within
the meaning of Rule 144(a)(3) under the Securities Act and are not able to be sold in their
entirety under Rule 144 under the Securities Act (or any successor provision), for the benefit of
holders from time to time of Additional Notes, the Company will furnish at its expense, upon
request, to any holder or beneficial owner of Additional Notes and prospective purchasers of the
Additional Notes, information (the “Additional Issuer Information”) specified in Rule 144A(d)(4)
under the Securities Act, unless the Company and the Guarantors are then subject to Section 13 or
15(d) of the Exchange Act.




          (j) The Company and the Guarantors shall use all commercially reasonable efforts to (i) permit
the Notes to be included for quotation on The PORTALSM Market and (ii) permit the Notes
to be eligible for clearance and settlement through DTC.




          (k) During any period that they are not subject to the reporting requirements of the Exchange
Act, but in no event longer than two years from the Closing Date, the Company and the Guarantors
shall deliver without charge to the Initial Purchaser (i) as soon as available, copies of each
report and other communication (financial or otherwise) of the Company mailed to the Trustee of the
holders of the Notes, stockholders or any national securities exchange on which any class of
securities of the Company or any Guarantor may be listed (including without limitation, press
releases) other than materials filed with the Commission or posted to intralinks.com and (ii) from
time to time such other information concerning Parent and the Subsidiaries as the Initial Purchaser
may reasonably request.




          (l) The Company and the Guarantors shall not take, directly or indirectly, any action which
constitutes or is designed to cause or result in, or which could reasonably be expected to
constitute, cause or result in, the stabilization or manipulation of the price of any security of
the Company or any Guarantor to facilitate the sale or resale of the Notes, or take any action
prohibited by Regulation M under the Exchange Act, in connection with the distribution of the
Securities and the Exchange Securities contemplated hereby. Except as permitted by the Securities
Act, neither the Company nor any Guarantor will distribute any (i) preliminary offering memorandum,
including, without limitation, the Preliminary Offering Memorandum, (ii) offering memorandum,
including, without limitation, the Offering Memorandum or (iii) other offering material in
connection with the offering and sale of the Securities.




23









 








          (m) For so long as the Notes constitute “restricted” securities within the meaning of Rule
144(a)(3) under the Securities Act, the Company and the Guarantors shall not, and shall not permit
any Subsidiary to, solicit any offer to buy or offer to sell the Notes by means of any form of
general solicitation or general advertising (as those terms are used in Regulation D under the
Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of
the Securities Act.




          (n) During the period from the Closing Date until two years after the Closing Date, without
the prior written consent of the Initial Purchaser, the Company and the Guarantors shall not, and
shall not permit any of their respective “affiliates” (as defined in Rule 144 under the Securities
Act) to, resell any of the Securities or the Exchange Securities that constitute “restricted
securities” under Rule 144 that have been reacquired by any of them.




          (o) Prior to the Closing Date, the Company and the Guarantors shall not, and shall not permit
any of their respective “affiliates” (as defined in Rule 144 under the Securities Act) to issue any
press release or other communications, directly or indirectly, or hold any press conference with
respect to the issuance of the Additional Notes, Parent or any Subsidiary, the properties,
business, results of operations, condition (financial or otherwise), affairs or prospects of Parent
or any Subsidiary, without the prior consent of the Initial Purchaser, such consent not to be
unreasonably withheld or delayed.




          (p) Without the prior consent of the Initial Purchaser, which consent may not be unreasonably
withheld, the Company and the Guarantors shall not, and shall not permit any of their respective
“affiliates” (as defined in Rule 144 under the Securities Act) to make any offer relating to the
Additional Notes that would constitute a “free writing prospectus” (if the offering of the Notes
was made pursuant to a registered offering under the Securities Act) as defined in Rule 405 under
the Securities Act (a “Free Writing Offering Document”); any such Free Writing Offering Document
the use of which has been consented to by the Initial Purchaser is listed on Schedule III
hereto; if at any time following issuance of a Free Writing Offering Document any event occurred or
occurs as a result of which such Free Writing Offering Document would conflict with the information
in the Preliminary Offering Memorandum or the Offering Memorandum or would include an untrue
statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances then prevailing, not misleading, the Company will
give prompt notice thereof to the Initial Purchaser and, if requested by the Initial Purchaser,
will prepare and furnish without charge to the Initial Purchaser a Free Writing Offering Document
or other document which will correct such conflict, statement or omission.




     7. Expenses. Whether or not the transactions contemplated by this Agreement are
consummated or this Agreement becomes effective or is terminated (pursuant to Section 13 hereof or
otherwise), the Company and the Guarantors hereby agree to pay all costs and reasonable expenses
incident to the performance of their obligations hereunder, including the following: (i) the
negotiation, preparation, printing, typing, filing, reproduction, execution and delivery of this
Agreement and of the other Offering Documents, any amendment or supplement to or modification of
any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in
connection herewith or therewith and with the Exempt Resales; (ii) the preparation, printing or
reproduction of each Preliminary Offering Memorandum, the Offering



24









 







Memorandum (including, without limitation, financial statements) and all amendments and
supplements to any of them; (iii) the issuance, transfer and delivery of the Additional Notes and
the Guarantees endorsed thereon to the Initial Purchaser; (iv) the registration or qualification of
the Notes and the related Guarantees for offer and sale under the securities or blue sky laws of
the several states (including, without limitation, filing fees, the cost of printing and mailing a
preliminary and final blue sky memorandum, and the reasonable fees and disbursements of outside
counsel to the Initial Purchaser relating to such registration or qualification); (v) the delivery
(including postage, air freight charges and charges for counting and packaging) of such copies of
each Preliminary Offering Memorandum, the Offering Memorandum and all amendments or supplements to
any of them as may be requested for use in connection with the offering and sale of the Notes and
the Exempt Resales; (vi) the preparation, printing, authentication, issuance and delivery of
certificates for the Notes, including any stamp taxes in connection with the original issuance and
sale of the Notes and Trustee’s fees; (vii) the fees, disbursements and expenses of the Company’s
and the Guarantors’ counsel (including local and special counsel, if any) and accountants; (viii)
the reproduction and delivery of this Agreement and the other Offering Documents, the preliminary
and supplemental blue sky memoranda and all other agreements of documents reproduced and delivered
in connection with the offering of the Notes; (ix) all fees and expenses (including fees and
expenses of counsel) of the Company and the Guarantors in connection with the approval of the Notes
by DTC for “book-entry” transfer; (x) any fees charged by investment rating agencies for the rating
of the Notes; (xi) the fees and expenses of the Trustee and its outside counsel; (xii) all expenses
incurred in connection with the performance by the Company and the Guarantors of their other
obligations under this Agreement and the other Offering Documents; (xiii) the transportation and
other “roadshow” expenses incurred by or on behalf of the Company representatives in connection
with presentations to and related communications with prospective purchasers of the Notes; and
(xiv) all expenses and listing fees incurred by the Company, the Guarantors or the Initial
Purchaser in connection with the application for quotation of the Notes on The PORTALSM
Market.



     8. Indemnification.



          (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) the Initial Purchaser, (ii) each person, if any, who controls the Initial Purchaser
within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act and
(iii) the respective officers, directors, partners, employees, representatives and agents of the
Initial Purchaser or any controlling person, from and against any and all losses, liabilities,
claims, damages and expenses whatsoever as incurred (including, but not limited to, reasonable
outside attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or
defending against any investigation or litigation, commenced or threatened, or any claim
whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or
several, to which they or any of them may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in
respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in (A) the Disclosure Package, any Free Writing Offering
Document or the Offering Memorandum (in each case, including the documents and information
incorporated by reference therein), or in any supplement thereto or amendment thereof or (B) in any
other materials or information provided to investors by, or with the approval of, the Company in
connection with the Offering, including any road show or investor

25









 








presentations made to investors by the Company (whether in person or electronically)
(“Marketing Materials”) or (ii) the omission or alleged omission to state in the Disclosure
Package, any Free Writing Offering Document or the Offering Memorandum (in each case, including the
documents incorporated by reference therein), or in any supplement thereto or amendment thereof, or
in any Marketing Materials, a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading;
provided, however, that neither the Company nor any Guarantor will be liable in any such case to
the extent, but only to the extent, that any such loss, liability, claim, damage or expense 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 relating
to the Initial Purchaser furnished to the Company and the Guarantors by or on behalf of the Initial
Purchaser expressly for use therein. The parties acknowledge and agree that such information
provided by or on behalf of the Initial Purchaser consists solely of the material identified in
Section 11 hereof. This indemnity agreement will be in addition to any liability that the Company
and the Guarantors may otherwise have, including, but not limited to, under this Agreement.




          (b) The Initial Purchaser agrees to indemnify and hold harmless (i) the Company and the
Guarantors, (ii) each person, if any, who controls the Company or any of the Guarantors within the
meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act and (iii) the
officers, directors, partners, employees, representatives and agents of the Company and the
Guarantors, against any and all losses, liabilities, claims, damages and expenses whatsoever as
incurred (including but not limited to outside attorneys’ fees and any and all expenses whatsoever
incurred in investigating, preparing or defending against any investigation or litigation,
commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any
claim or litigation), joint or several, to which they or any of them may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages
or expenses (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 Disclosure Package, any Free Writing
Offering Document or the Offering Memorandum, or in any amendment thereof or supplement thereto, in
any Marketing Materials, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading, in each case to the
extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out
of or is based upon any untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written information relating to the
Initial Purchaser furnished to the Company and the Guarantors by or on behalf of the Initial
Purchaser expressly for use therein. The parties acknowledge and agree that such information
provided by or on behalf of the Initial Purchaser consists solely of the material identified in
Section 11 hereof. This indemnity will be in addition to any liability that the Initial Purchaser
may otherwise have, including under this Agreement.




          (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice
of any claims or the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such subsection, notify each
party against whom indemnification is to be sought in writing of the claim or the commencement
thereof (but the failure so to notify an indemnifying party shall not relieve the

26









 








indemnifying party from any liability that the indemnifying party may have under this Section
8 to the extent that it is not materially prejudiced as a result thereof or otherwise has notice of
any such action, and in any event shall not relieve it from any liability that such indemnifying
party may otherwise have on account of the indemnity agreement hereunder). In case any such claim
or action is brought against any indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate, at its own expense in
the defense of such action, and to the extent it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof with counsel reasonably satisfactory to such indemnified party.
Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the
expense of such indemnified party or parties unless (i) the employment of such counsel shall have
been authorized in writing by the indemnifying party to be charged in connection with the defense
of such action, (ii) the indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of the action, (iii)
the indemnifying party does not diligently defend the action after assumption of the defense or
(iv) such indemnified party or parties shall have reasonably concluded, based on the advice of
counsel, that there may be defenses available to it or them that are different from or additional
to those available to one or all of the indemnifying parties (in which case the indemnifying party
or parties shall not have the right to direct the defense of such action on behalf of the
indemnified party or parties), in any of which events such fees and expenses of counsel shall be
borne by the indemnifying parties. No indemnifying party shall, without the prior written consent
of the indemnified parties, effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened claim, investigation, action or proceeding in
respect of which indemnity or contribution may be or could have been sought by an indemnified party
under this Section 8 or Section 9 hereof (whether or not the indemnified party is an actual or
potential party thereto), unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of such claim,
investigation, action or proceeding and (ii) does not include a statement as to or an admission of
fault, culpability or any failure to act, by or on behalf of the indemnified party. No
indemnifying party shall be liable for any settlement on its behalf, effectuated without its prior
written consent.




     9. Contribution. In order to provide for contribution in circumstances in which the
indemnification provided for in Section 8 hereof is for any reason held to be unavailable from any
indemnifying party or is insufficient to hold harmless a party indemnified thereunder, the Company
and the Guarantors, on the one hand, and the Initial Purchaser, on the other hand, shall contribute
to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by
such indemnification provision (including any investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims
asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses
suffered by the Company or any Guarantor, any contribution received by the Company and the
Guarantors from persons, other than the Initial Purchaser, who may also be liable for contribution,
including persons who control the Company or any of the Guarantors within the meaning of Section 15
of the Securities Act or Section 20(a) of the Exchange Act) as incurred to which the Company, the
Guarantors and the Initial Purchaser may be subject, in such proportion as is appropriate to
reflect the relative benefits received by the Company and the



27









 







Guarantors, on the one hand, and the Initial Purchaser, on the other hand, from the Offering
or, if such allocation is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to above but also the relative fault of the Company
and the Guarantors, on the one hand, and the Initial Purchaser, on the other hand, in connection
with the statements or omissions that resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative benefits received
by the Company and the Guarantors, on the one hand, and the Initial Purchaser, on the other hand,
shall be deemed to be in the same proportion as (x) the total proceeds from the Offering (net of
discounts and commissions but before deducting expenses) received by the Company and the Guarantors
bear to (y) the discounts and commissions received by the Initial Purchaser. The relative fault of
the Company and the Guarantors, on the one hand, and of the Initial Purchaser, on the other hand,
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company, any Guarantor or the Initial Purchaser and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company, the Guarantors and the Initial Purchaser agree that it would
not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable
considerations referred to above in this Section 9. Notwithstanding the provisions of this Section
9, (i) in no case shall the Initial Purchaser be required to contribute any amount in excess of the
amount by which the discounts and commissions applicable to the Additional Notes purchased by the
Initial Purchaser pursuant to this Agreement exceeds the amount of damages that the Initial
Purchaser has otherwise been required to pay by reason of any untrue or alleged untrue statement or
omission or alleged omission and (ii) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9, (A)(1)
each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act and (2) the respective officers, directors,
partners, employees, representatives and agents of the Initial Purchaser or any controlling person
shall have the same rights to contribution as the Initial Purchaser and (B)(1) each person, if any,
who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Exchange Act and (2) the respective officers, directors, partners, employees,
representatives and agents of the Company and the Guarantors shall have the same rights to
contribution as the Company and the Guarantors, subject in each case to clauses (i) and (ii) of
this Section 9. Any party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this Section 9, notify such party
or parties from whom contribution may be sought, but the failure to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from any obligation it
or they may have under this Section 9 or otherwise. No party shall be liable for contribution with
respect to any action or claim settled without its prior written consent, provided that such
written consent was not unreasonably withheld, conditioned or delayed.



     10. Conditions of Initial Purchaser’s Obligations. The obligations of the Initial
Purchaser to purchase and pay for the Additional Notes, as provided herein, are subject to the
absence from any certificates, opinions, written statements or letters furnished to the Initial



28









 







Purchaser pursuant to this Section 10 of any material misstatement or omissions and to the
satisfaction of the following additional conditions unless waived in writing by the Initial
Purchaser:



          (a) All of the representations and warranties of the Company and the Guarantors contained in
this Agreement on the date hereof and on the Closing Date with the same force and effect as if made
on and as of the date hereof and the Closing Date, respectively. The Company and each Guarantor
shall have performed or complied with all of the agreements and satisfied all conditions on their
respective parts to be performed, complied with or satisfied hereunder at or prior to the Closing
Date.




          (b) The Offering Memorandum shall have been distributed to the Initial Purchaser not later
than 10:00 a.m., New York City time, on the day that is two business days following the date of
this Agreement or at such later date and time as to which the Initial Purchaser may agree.




          (c) No stop order suspending the qualification or exemption from qualification of the
Additional Notes or the Guarantees thereof in any jurisdiction referred to in Section 6(e) hereof
shall have been issued and no proceeding for that purpose shall have been commenced or shall be
pending or threatened.




          (d) None of the issuance and sale of the Securities pursuant to this Agreement or any of the
transactions contemplated by any of the other Offering Documents shall be enjoined (temporarily or
permanently) and no restraining order or other injunctive order shall have been issued; and there
shall not have been any legal action, statute, order, rule, regulation, decree or other
administrative proceeding enacted, instituted, adopted, issued or threatened against the Company,
the Guarantors, or against the Initial Purchaser relating to the issuance of the Securities or the
Initial Purchaser’s activities in connection therewith or any other transactions contemplated by
this Agreement or the Offering Memorandum, or the other Offering Documents. No stop order shall
have been issued preventing the use of the Preliminary Offering Memorandum, any Free Writing
Offering Document, the Offering Memorandum, or any amendment or supplement thereto.




          (e) The Initial Purchaser shall have received certificates, dated the Closing Date, signed by
the chief executive officer and the chief financial officer of the Company and each Guarantor (in
their respective capacities as such), in form and substance reasonably satisfactory to the Initial
Purchaser, confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b) and
(c) of this Section 10 and that, as of the Closing Date, the obligations of the Company and such
Guarantor, as the case may be, to be performed hereunder on or prior thereto have been duly
performed.




          (f) The Initial Purchaser shall have received on the Closing Date:





     (i) an opinion, dated the Closing Date, of Baker Botts, LLP, counsel for the
Company and the Guarantors, in the form set forth in Exhibit C hereto.



29









 






     (ii) an opinion, dated the Closing Date, of Paul, Hastings, Janofsky & Walker
LLP, federal communication regulatory counsel for the Company and the Guarantors, in
the form set forth in Exhibit D hereto.




     (iii) an opinion, dated the Closing Date, in form and substance reasonably
satisfactory to the Initial Purchaser and Latham & Watkins LLP, counsel for the
Initial Purchaser, of Patton Boggs, LLP, counsel for Royal Street, to the effect set
forth in Exhibit E hereto.




     (iv) an opinion, dated the Closing Date, in form and substance reasonably
satisfactory to the Initial Purchaser, of Latham & Watkins LLP, counsel for the
Initial Purchaser, relating to this Agreement and such other related matters as the
Initial Purchaser may require.



          (g) Deloitte & Touche LLP, an independent registered public accounting firm for the Company
and the Guarantors, shall deliver to the Initial Purchaser three customary “comfort” letters
addressed to the Initial Purchaser and in form and substance reasonably satisfactory to the Initial
Purchaser and Latham & Watkins LLP, counsel for the Initial Purchaser, with respect to the
financial statements and certain financial information of Parent and Parent’s subsidiaries
contained in the Preliminary Offering Memorandum and the Offering Memorandum and/or incorporated
therein by reference as follows: (i) with respect to the Preliminary Offering Memorandum on the
date of the Offering Memorandum, (ii) with respect to the Offering Memorandum on the date of the
Offering Memorandum and (iii) with respect to the Offering Memorandum on the Closing Date.




          (h) The Initial Purchaser and Latham & Watkins LLP, counsel to the Initial Purchaser, shall
have been furnished with such information, certificates and documents, in addition to those set
forth above, as they may reasonably require for the purpose of enabling them to review or pass upon
the matters referred to in this Section 10 and in order to evidence the accuracy, completeness or
satisfaction in all material respects of any of the representations, warranties or conditions
herein contained.




          (i) The Additional Notes and the Guarantees thereof shall have been duly executed and
delivered by the Company and the Guarantors, and the Additional Notes shall have been duly
authenticated by the Trustee.




          (j) The Company, the Guarantors and the Initial Purchaser shall have entered into the
Registration Rights Agreement and the Initial Purchaser shall have received counterparts, conformed
as executed, thereof, and such agreement shall be in full force and effect.




          (k) On or after the date hereof (i) there shall not have occurred any downgrading, suspension
or withdrawal of, nor shall there have been any announcement of any potential or intended
downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review)
for a possible downgrading, or with negative implications, or direction not determined of, any
rating of the Company or any Guarantor or any securities of the Company or any Guarantor
(including, without limitation, the placing of any of the foregoing




30









 




ratings on credit watch with negative or developing implications or under review with an
uncertain direction) by any “nationally recognized statistical rating organization” as such term is
defined for purposes of Rule 436(g)(2) under the Securities Act, (ii) there shall not have occurred
any change, nor shall any notice have been given of any potential or intended change, in the
outlook for any rating of the Company or any Guarantor or any securities of the Company or any
Guarantor by any such rating organization and (iii) no such rating organization shall have given
notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on
which the Notes were marketed.




          (l) The Notes shall have been approved for trading on The PORTALSM
Market.




          (m) Each of the Offering Documents and each other agreement or instrument executed in
connection with the transactions contemplated thereby shall have been executed and delivered by all
the respective parties thereto and shall be in full force and effect, and there shall have been no
material amendments, alterations, modifications or waivers of any provision thereof since the date
of this Agreement.




          (n) All opinions, certificates, letters, schedules, documents or instruments to be delivered
pursuant to this Section 10 by the Company and the Guarantors but not otherwise identified in
subsections (a) through (m) above will be in compliance with the provisions hereof only if they are
reasonably satisfactory in form and substance to the Initial Purchaser and counsel to the Initial
Purchaser. The Company and the Guarantors shall furnish the Initial Purchaser such conformed
copies of such opinions, certificates, letters, schedules, documents and instruments in such
quantities as the Initial Purchaser shall reasonably request.




     11. Initial Purchaser’s Information. The Company and the Guarantors acknowledge that
the statements with respect to the offering of the Additional Notes set forth in the fourth
paragraph and the fifth sentence of the seventh paragraph under the heading “Plan of Distribution”
in the Preliminary Offering Memorandum and the Offering Memorandum constitute the only written
information relating to the Initial Purchaser furnished to the Company and the Guarantors by or on
behalf of the Initial Purchaser expressly for use in the Preliminary Offering Memorandum, the
Disclosure Package and the Offering Memorandum, for purposes of Sections 2(a), 8(a) and 8(b)
hereof.



     12. Survival of Representations and Agreements. The respective representations,
warranties, covenants, agreements, indemnities and other statements of the Company and the
Guarantors, their respective officers and the Initial Purchaser set forth in this Agreement or made
by or on behalf of them, respectively pursuant to this Agreement shall remain operative and in full
force and effect regardless of (i) any investigation made by or on behalf of the Company, the
Guarantors, any of their respective officers of directors, the Initial Purchaser or any controlling
person referred to in Sections 8 and 9 hereof and (ii) delivery of and payment for the Additional
Notes to and by the Initial Purchaser, and shall be binding upon and shall inure to the benefit
of, any successors, assigns, heirs, personal representatives of the Company, the Guarantors, the
Initial Purchaser and the indemnified parties referred to in Section 8 hereof. The respective
representations, agreements, covenants, indemnities and other statements set forth in Sections 7,



31









 




8, 9, 12 and 13(d) shall survive the termination of this Agreement, regardless of any
termination or cancellation of this Agreement.




     13. Effective Date of Agreement; Termination.



          (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof
by each of the parties hereto.




          (b) This Agreement may be terminated in the sole discretion of the Initial Purchaser by notice
to the Company from the Initial Purchaser, without liability (other than with respect to Sections 8
and 9 hereof) on the Initial Purchaser’s part to the Company or any Guarantor in the event that the
Company or any Guarantors have failed, refused or been unable to perform or satisfy all conditions
on their respective parts to be performed or satisfied hereunder on or prior to the Closing Date,
any other condition to the obligations of the Initial Purchaser hereunder as provided in Section 10
hereof is not fulfilled when and as required or has not been waived, or if:





          (i) in the reasonable judgment of the Initial Purchaser, any material adverse
change shall have occurred since the respective dates as of which information is
given in the Disclosure Package in the financial condition, business, properties,
assets, results of operations or properties of Parent and its subsidiaries, taken as
a whole, other than as set forth in the Disclosure Package and the Offering
Memorandum;




          (ii) any domestic or international event or act or occurrence has materially
disrupted, or in the opinion of the Initial Purchaser will in the immediate future
materially disrupt, the market for the Company’s or any Guarantor’s securities or
for securities in general;




          (iii) trading in securities generally on the New York Stock Exchange shall have
been suspended or made subject to material limitations, or minimum or maximum prices
for trading shall have been fixed, or maximum ranges for prices for securities shall
have been required, on the New York Stock Exchange, or by order of the Commission or
other regulatory body or governmental authority having jurisdiction;




          (iv) a banking moratorium has been declared by any state or federal authority
or any material disruption in commercial banking or securities settlement or
clearance services shall have occurred;




          (v) (A) there shall have occurred any material outbreak or escalation of
hostilities or acts of terrorism involving the United States or there is a
declaration of a national emergency or war by the United States, or (B) there shall
have been any other calamity or crisis or any change in political, financial or
economic conditions if the effect of any such event in (A) or (B), in the Initial
Purchaser’s judgment, makes it inadvisable or impracticable to proceed with the
offering, sale and delivery of the Securities, on the terms and in the manner



32









 







contemplated hereby and in the Disclosure Package and the Offering Memorandum;
or




          (vi) any debt securities of the Company or any Guarantor shall have been
downgraded or placed on any “watch list” for possible downgrading by any “nationally
recognized statistical rating organization” as defined for purposes of Rule 436(g)
under the Securities Act.



          (c) Any notice of termination pursuant to this Section 13 shall be by telephone or facsimile
and, in either case, confirmed in writing by letter.




          (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than
pursuant to clauses (ii) through (v) of Section 13(b)), or if the sale of the Additional Notes
provided for herein is not consummated because any condition to the obligations of the Initial
Purchaser set forth herein is not satisfied or because of any refusal, inability or failure on the
part of the Company or any Guarantor to perform any agreement herein or comply with any provision
hereof, the Company and the Guarantors will, subject to demand by the Initial Purchaser, reimburse
the Initial Purchaser for all reasonable and actual out-of-pocket expenses (including the
reasonable fees and expenses of the Initial Purchaser’s outside counsel), incurred by the Initial
Purchaser in connection herewith.




          (e) If on the Closing Date, the Initial Purchaser shall fail or refuse to purchase the
Additional Notes in breach of this Agreement, this Agreement shall terminate without liability on
the part of the Company, except that the provisions of Sections 8 and 9 hereof shall at all times
be effective and shall survive such termination. Any such termination shall not relieve the Initial
Purchaser from liability in respect of any default under this Agreement.




     14. Notices. All communications hereunder shall be in writing and, if sent to the
Initial Purchaser, shall be hand-delivered, mailed by first-class mail, couriered by next-day air
courier or faxed and confirmed in writing to Bear, Stearns & Co. Inc., 383 Madison Avenue, New
York, New York 10179, Attention: High Yield Debt Capital Markets, and with a copy to Latham &
Watkins LLP, 885 Third Avenue, Suite 1000, New York, NY 10022, Attention: Marc D. Jaffe, Esq. If
sent to the Company and the Guarantors, all communications hereunder shall be mailed, delivered,
couriered or faxed and confirmed in writing to MetroPCS Wireless, Inc., 8144 Walnut Hill Lane,
Suite 800, Dallas, Texas 75231, Attention: Senior Vice President, General Counsel and Secretary,
and with a copy to Baker Botts, LLP, 2001 Ross Avenue, Dallas, Texas 75201, Attention: Andrew M.
Baker



     15. Successors. This Agreement shall inure to the benefit of, and shall be binding
upon, the Initial Purchaser, the Company, the Guarantors and their respective successors, legal
representatives and assigns, and nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any other person any legal or equitable right, remedy or claim under or
in respect of, or by virtue of, this Agreement or any provision herein contained; this Agreement
and all conditions and provisions hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other person except that (i) the indemnities of
the Company and the Guarantors contained in Section 8 hereof shall also be for the benefit of the
controlling persons and agents referred to in Sections 8 and 9 hereof and (ii) the



33









 







indemnities of the Initial Purchaser contained in Section 8 hereof shall also be for the
benefit of the directors of the Company and the Guarantors, and their respective officers,
employees and agents and any controlling person or persons referred to in Sections 8 and 9 hereof.
No purchaser of Additional Notes from the Initial Purchaser will be deemed a successor, legal
representative or assign because of such purchase.



     16. No Waiver; Modifications in Writing. No failure or delay on the part of the
Company, any Guarantor or the Initial Purchases in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise of any other right,
power or remedy. The remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to the Company, any Guarantor or the Initial Purchaser at law or in
equity or otherwise. No waiver of or consent to any departure by the Company, any Guarantor or the
Initial Purchaser from any provision of this Agreement shall be effective unless signed in writing
by the party entitled to the benefit thereof; provided that notice of any such waiver shall
be given to each party hereto as set forth above. Except as otherwise provided herein, no
amendment, modification or termination of any provision of this Agreement shall be effective unless
signed in writing by or on behalf of the Company, each Guarantor and the Initial Purchaser. Any
amendment, supplement or modification of or to any provision of this Agreement, any waiver of any
provision of this Agreement, and any consent to any departure by the Company, the Guarantors or the
Initial Purchaser from the terms of any provision of this Agreement shall be effective only in the
specific instance and for the specific purpose for which made or given. Except where notice is
specifically required by this Agreement, no notice to or demand on the Company or any Guarantor in
any case shall entitle the Company or any Guarantor to any other or further notice or demand in
similar or other circumstances.



     17. Entire Agreement. This Agreement constitutes the entire agreement among the
parties hereto and supersedes all prior and contemporaneous agreements, understandings and
arrangements, oral or written, among the parties hereto with respect to the subject matter hereof.



     18. Applicable Law. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS
AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. TIME IS OF THE ESSENCE IN THIS AGREEMENT.



     19. Contractual Relationship. The Company and the Guarantors hereby acknowledge and
agree that (a) the purchase and sale of the Additional Notes pursuant to this Agreement is an
arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and
the Initial Purchaser, on the other, (b) the Initial Purchaser is acting solely as a principal and
not as the agent or fiduciary of the Company or the Guarantors with respect to the sale of the
Additional Notes contemplated hereby, (c) the Initial Purchaser has not assumed an advisory or
fiduciary responsibility in favor of the Company or the Guarantors with respect to the sale of the
Additional Notes contemplated hereby (irrespective of whether the Initial Purchaser has advised or
is currently advising the Company or the Guarantors on other matters) and (d) the Company and the
Guarantors have consulted their own legal and financial advisors to the extent they deem
appropriate. The Company and the Guarantors agree that they will not claim that the Initial
Purchaser have rendered advisory services of any nature or respect, or owes a fiduciary or similar



34









 







duty, to the Company or the Guarantors in connection with the sale of the Additional Notes
contemplated hereby or the process leading thereto. The Company and the Guarantors and the Initial
Purchaser agree that they are each responsible for making their own independent judgments with
respect to the transactions contemplated by this Agreement or any matters leading up to such
transactions, and that any opinions or views expressed by the Initial Purchaser to the Company or
the Guarantors regarding such transactions, including but not limited to any opinions or views with
respect to the price or market for the Company’s securities, do not constitute advice or
recommendations to the Company or the Guarantors.



     20. Partial Unenforceability. The invalidity or unenforceability of any Section,
paragraph or provision of this Agreement shall not affect the validity or enforceability of any
other Section, paragraph or provision hereof.



     21. Headings. The headings herein are inserted for convenience of reference only and
are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.



     22. DTPA Waiver. In consideration of the Initial Purchaser’s agreement to perform the
services described in this Agreement, each of the Company and the Guarantors hereby WAIVES AND
RELEASES all of their respective rights and remedies under the Texas Deceptive Trade
Practices—Consumer Protection Act (hereinafter referred to as the “DTPA”), Subchapter E of Chapter
17 of the Texas Business and Commerce Code, if any, including without limitation, all rights and
remedies resulting from, arising out of or associated with any and all acts or practices of the
Initial Purchaser in connection with the Offering and the use of proceeds therefrom and/or the
other transactions contemplated hereby (collectively, the “Transactions”), whether such acts or
practices occur before or after the date hereof or consummation of any of the Transactions. Each of
the Company and the Guarantors understands that its rights and remedies with respect to the
Transactions and with respect to all acts or transactions shall be governed by legal principles
other than the DTPA; provided, however, that neither the Company nor any Guarantor waives
subchapter 17.555 of the DTPA. In connection with this waiver, each of the Company and the
Guarantors acknowledges, represents and warrants that it has assets of $5.0 million or more
(calculated in accordance with U.S. GAAP), that it has knowledge and experience in financial and
business matters that enable it to evaluate the merits and risks of transactions such as the
Transactions, and that it is not in a significantly disparate bargaining position with the Initial
Purchaser. Neither termination of this Agreement, nor consummation of the Offering or any of the
transactions contemplated hereby shall affect the provisions of this Section 22, which shall remain
operative and in full force and effect.



     23. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile
transmission shall constitute valid and sufficient delivery thereof.



[Signature page follows]




35









 







If the foregoing correctly sets forth the understanding among the Initial Purchaser, the Company
and the Guarantors please so indicate in the space provided below for that purpose, whereupon this
letter shall constitute a binding agreement among us.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	METROPCS WIRELESS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	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	 	 
	 	 	GWI PCS1, INC.	 	 
	 	 	METROPCS COMMUNICATIONS, INC.	 	 
	 	 	METROPCS MASSACHUSETTS, LLC	 	 
	 	 	METROPCS NEVADA, LLC	 	 
	 	 	METROPCS NEW YORK, LLC	 	 
	 	 	METROPCS PENNSYLVANIA, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Roger D. Linquist	 	 
	 

	 	 	 	Title: President and Chief Executive Officer	 	 






 









 






Accepted and agreed to as of

the date first above written:




Bear, Stearns & Co. Inc.




	 	 	 	 	 
	 

	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







 









 








Schedule I




Guarantors




	 	 	 	 	 
	 	 	Jurisdiction of
	             Entity	 	Organization
	MetroPCS AWS, LLC
	 	Delaware
	MetroPCS, Inc.
	 	Delaware
	MetroPCS California, LLC
	 	Delaware
	MetroPCS Florida, LLC
	 	Delaware
	MetroPCS Georgia, LLC
	 	Delaware
	MetroPCS Michigan, Inc.
	 	Delaware
	MetroPCS Texas, LLC
	 	Delaware
	GWI PCS1, Inc.
	 	Delaware
	MetroPCS Communications, Inc.
	 	Delaware
	MetroPCS Massachusetts, LLC
	 	Delaware
	MetroPCS Nevada, LLC
	 	Delaware
	MetroPCS New York, LLC
	 	Delaware
	MetroPCS Pennsylvania, LLC
	 	Delaware






 









 






Schedule II




Pricing Information




 









 





Schedule III




Free Writing Offering Documents




     None.



 









 





Exhibit A




Form of Registration Rights Agreement





 









 





Execution Copy




 





REGISTRATION RIGHTS AGREEMENT




by and among




METROPCS WIRELESS, INC.




THE GUARANTORS PARTY HERETO




and




BEAR, STEARNS & CO. INC.




June 6, 2007




 





 









 





     This Registration Rights Agreement (this “Agreement”) is made and entered into as of
June 6, 2007 by and among MetroPCS Wireless, Inc., a Delaware corporation (the “Company”),
and each of the guarantors listed on Schedule I hereto (the “Guarantors”) and Bear, Stearns
& Co. Inc. (the “Initial Purchaser”). The Initial Purchaser has agreed to purchase
$500,000,000 aggregate principal amount of the Company’s 9 1/4% Senior Notes due November 1, 2014
(the “Notes”) pursuant to the Purchase Agreement (as defined below).



     This Agreement is made pursuant to the Purchase Agreement, dated May 31, 2007, (the
“Purchase Agreement”), by and among the Company, the Guarantors, and the Initial Purchaser.
In order to induce the Initial Purchaser to purchase the Notes, the Company and the Guarantors
have agreed to provide the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in
Section 10(j) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Indenture (the “Indenture”), dated November
3, 2006, among the Company, the Guarantors and The Bank of New York, as Trustee, relating to the
Notes and the Exchange Notes (as defined below).



     The parties hereby agree as follows:



SECTION 1. DEFINITIONS




     As used in this Agreement, the following capitalized terms shall have the following meanings:



     Agreement. As defined in the first paragraph hereof.



     Affiliate: As defined in Rule 144 of the Securities Act.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Capital Stock: As defined in the Purchase Agreement.



     Certificated Securities: Definitive Notes, as defined in the Indenture.



     Closing Date: The date hereof.



     Commission: The United States Securities and Exchange Commission.



     Company. As defined in the first paragraph of this Agreement.



     Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange
Offer, (ii) the maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period required pursuant
to Section 3(b) hereof and (iii) the delivery by the Company to the Registrar under the Indenture
of Exchange Notes in the same aggregate principal amount as the



 









 







aggregate principal amount of Notes tendered by Holders thereof pursuant to the Exchange
Offer.



     Consummation Deadline: As defined in Section 3(b) hereof.



     Effectiveness Deadline: As defined in Sections 3(a) and 4(a) hereof.



     Exchange Act: The United States Securities Exchange Act of 1934, as amended.



     Exchange Notes: The Company’s 9 1/4% Senior Notes due 2014 and the related guarantees
to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by
Section 4 hereof.



     Exchange Offer: The exchange and issuance by the Company of a principal amount of
Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement)
equal to the outstanding principal amount of Notes that are tendered by such Holders in connection
with such exchange and issuance, and evidencing the same continuing Indebtedness.



     Exchange Offer Registration Statement: As defined in Section 3(a) hereof.



     Exempt Resales: The transactions in which the Initial Purchaser propose to sell the
Notes to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the
Securities Act and pursuant to Regulation S under the Securities Act.



     Existing Exchange Offer Registration Statement. The registration statement on Form
S-4 related to an exchange offer for the Existing Notes filed by the Company and the Guarantors
with the Commission on May 15, 2007.



     Existing Notes. The $1,000,000,000 aggregate principal amount of the Company’s 91/4%
Senior Notes due November 1, 2014 issued by the Company on November 3, 2006.



     Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.



     Guarantors. As defined in the first paragraph of this Agreement.



     Holders: As defined in Section 2 hereof.



     Indemnified Party. As defined in Section 8(c) hereof.



     Indemnifying Party. As defined in Section 8(c) hereof.



     Indenture. As defined in the second paragraph of this Agreement.



     Initial Purchaser. As defined in the first paragraph of this Agreement.



     Notes. As defined in the first paragraph of this Agreement.



3









 





     Prospectus: The prospectus included in a Registration Statement at the time such
Registration Statement is declared effective, as amended or supplemented by any prospectus
supplement and by all other amendments thereto, including post-effective amendments, and all
material incorporated by reference into such Prospectus.



     Purchase Agreement. As defined in the second paragraph of this Agreement.



     Recommencement Date: As defined in Section 6(d) hereof.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Company and the Guarantors
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration
for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each
case, (i) that is filed pursuant to the provisions of this Agreement and (ii) including the
Prospectus included therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.



     Regulation S: Regulation S promulgated under the Securities Act.



     Rule 144: Rule 144 promulgated under the Securities Act.



     Securities Act: The United States Securities Act of 1933, as amended.



     Shelf Registration Statement: As defined in Section 4 hereof.



     Suspension Notice: As defined in Section 6(d) hereof.



     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on
the date of the Indenture.



     Transfer Restricted Securities: Each (A) Note, until the earliest to occur of (i) the
date on which such Note is exchanged in the Exchange Offer for an Exchange Note which is entitled
to be resold to the public by the Holder thereof without complying with the prospectus delivery
requirements of the Securities Act, (ii) the date on which such Note has been disposed of in
accordance with a Shelf Registration Statement (and the purchasers thereof have been issued
Exchange Notes), or (iii) the date on which such Note is distributed to the public pursuant to Rule
144 under the Securities Act and each (B) Exchange Note held by a Broker Dealer until the date on
which such Exchange Note is disposed of by a Broker-Dealer pursuant to the “Plan of Distribution”
contemplated by the Exchange Offer Registration Statement (including the delivery of the Prospectus
contained therein).



SECTION 2. HOLDERS




     A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”)
whenever such Person owns Transfer Restricted Securities.



4









 





SECTION 3. REGISTERED EXCHANGE OFFER




     (a) Unless the Exchange Offer shall not be permitted by applicable law (after the procedures
set forth in Section 6(a)(i) below have been complied with) or Commission policy, the Company and
the Guarantors shall (i) cause an amendment to the Existing Exchange Offer Registration Statement
covering the Exchange Offer for the Notes (the Existing Exchange Offer Registration Statement
(including the related Prospectus) as so amended, the “Exchange Offer Registration
Statement”) to be filed with the Commission on or prior to 120 days after the Closing Date
(such date being the “Filing Deadline”), (ii) use all commercially reasonable efforts to
cause such Exchange Offer Registration Statement to be declared effective by the Commission on or
prior to 180 days after the filing of the Existing Exchange Offer Registration Statement (such day
being the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order
to cause the Exchange Offer Registration Statement to be declared effective, (B) file, if
applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to
Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection with
the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) as soon as
practicable following the effectiveness of such Exchange Offer Registration Statement, commence and
Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i)
registration of the Exchange Notes to be offered in exchange for the Notes that are Transfer
Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the
Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market
making activities or other trading activities (other than Notes acquired directly from the Company
or any of its Affiliates) as contemplated by Section 3(c) below.



     (b) The Company and the Guarantors shall use their respective commercially reasonable efforts
to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the
Exchange Offer open for a period of not less than the minimum period required under applicable
federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 business days. The Company and the Guarantors shall cause
the Exchange Offer to comply with all applicable federal and state securities laws. No securities
other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The
Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange
Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration
Statement has become effective, but in no event later than 30 business days thereafter, or longer,
if required by the federal securities laws (the last day of such period being the “Consummation
Deadline”).



     (c) The Company shall include a “Plan of Distribution” section in the Prospectus contained in
the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds
Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result
of market-making activities or other trading activities (other than Notes acquired directly from
the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities
pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other
information with respect to such sales by such Broker-Dealers



5









 







that the Commission may require in order to permit such sales pursuant thereto, but such “Plan
of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer
Restricted Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the date of this
Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993).



     Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the
Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities
Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the
Exchange Offer, the Company and the Guarantors shall permit the use of the Prospectus contained in
the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery
requirement. To the extent necessary to ensure that the prospectus contained in the Exchange Offer
Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and
the Guarantors agree to use their respective commercially reasonable efforts to keep the Exchange
Offer Registration Statement continuously effective, supplemented, amended and current as required
by and subject to the provisions of Section 6(a) and (c) hereof and in conformity with the
requirements of this Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of 180 days from the Consummation Deadline
or such shorter period as will terminate when all Transfer Restricted Securities covered by such
Registration Statement have been sold pursuant thereto. The Company and the Guarantors shall
provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly
upon request, and in no event later than two business days after such request, at any time during
such period.



SECTION 4. SHELF REGISTRATION




     (a) Shelf Registration. If (i) the Company and the Guarantors are not (A) required to
file the Exchange Offer Registration Statement or (B) permitted to Consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors
have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy or (ii)
if any Holder of Transfer Restricted Securities shall notify the Company within 20 business days
following the consummation of the Exchange Offer that (A) such Holder was prohibited by law or
Commission policy from participating in the Exchange Offer; (B) such Holder may not resell the
Exchange Notes acquired by it in the 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 by such Holder; or (C) such Holder is a Broker-Dealer and holds Notes
acquired directly from the Company or any of its Affiliates, then the Company and the Guarantors
shall use all commercially reasonable efforts to file with the Commission a Shelf Registration
Statement (as defined below) to cover resales of the Notes by Holders of the Notes who satisfy
certain conditions relating to the provision of information in connection with the Shelf
Registration Statement. If obligated to file a Shelf Registration Statement, the Company and the
Guarantors shall use all commercially reasonable efforts to:


  (x) file, on or prior to 30 days after the earlier of (i) the date on which the Company
determines that the Exchange Offer Registration Statement cannot be filed as a result of clause
(a)(i) above and (ii) the date on which the Company receives the notice specified in clause (a)(ii)


6









 






 above, (such earlier date, the “Filing Deadline”), a shelf registration statement
pursuant to Rule 415 under the Securities Act (which may be an amendment to the Exchange Offer
Registration Statement (the “Shelf Registration Statement”)), relating to all Transfer
Restricted Securities, and



  (y) cause such Shelf Registration Statement to be declared effective by the Commission on or
prior to 180 days after the Filing Deadline for the Shelf Registration Statement (such 180th day
the “Effectiveness Deadline”).




     If, after the Company and the Guarantors have filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required
to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not
permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange
Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above;
provided that, in such event, the Company and the Guarantors shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).



     To the extent necessary to ensure that the Shelf Registration Statement is available for sales
of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section
4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company and the Guarantors shall use their respective commercially reasonable efforts
to keep any Shelf Registration Statement required by this Section 4(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and
(c) hereof and in conformity with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to time, for a period of
at least two years (as extended pursuant to Section 6(c)(i) hereof) following the Closing Date, or
such shorter period as will terminate at such time there are no longer any Transfer Restricted
Securities that are covered by the Shelf Registration Statement outstanding.



     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer
Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and
until such Holder furnishes to the Company in writing, within 20 days after receipt of a request
therefor, the information specified in Item 507 or Item 508 of Regulation S-K, as applicable, of
the Securities Act for use in connection with any Shelf Registration Statement or Prospectus or
preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be
entitled to liquidated damages pursuant to Section 5 hereof unless such Holder shall have provided
all such information in the required times. Each selling Holder agrees to promptly furnish
additional information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.



SECTION 5. LIQUIDATED DAMAGES




     If (i) any Registration Statement required by this Agreement is not filed with the Commission
by the applicable Filing Deadline, (ii) any such Registration Statement has not been declared
effective by the Commission by the applicable Effectiveness Deadline, (iii) the



7









 







Exchange Offer has not been Consummated by the Consummation Deadline or (iv) any Registration
Statement required by this Agreement is filed and declared effective but shall thereafter cease to
be effective or fail to be usable for its intended purpose without being succeeded immediately by a
post-effective amendment to such Registration Statement that cures such failure and that is itself
declared effective within 5 days of filing such post-effective amendment to such Registration
Statement (each such event referred to in clauses (i) through (iv), a “Registration
Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to
each Holder of Transfer Restricted Securities affected thereby liquidated damages in an amount
equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by
such Holder for each week or portion thereof that the Registration Default continues for the first
90-day period immediately following the occurrence of such Registration Default. The amount of the
liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of
Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum amount of liquidated damages of $0.20 per week per $1,000
in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors
shall in no event be required to pay liquidated damages for more than one Registration Default at
any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the
Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in
the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon
Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a
post-effective amendment to the Registration Statement or an additional Registration Statement that
causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated
damages payable with respect to the Transfer Restricted Securities as a result of such clause (i),
(ii), (iii) or (iv), as applicable, shall cease.



     All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner
provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully
set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which
liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the
Company and the Guarantors to pay liquidated damages with respect to securities shall survive until
such time as such obligations with respect to such securities shall have been satisfied in full.
Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of
liquidated damages shall be the only remedy available to holders of Notes for any Registration
Default.



SECTION 6. REGISTRATION PROCEDURES




     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the
Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below,
(y) use their respective commercially reasonable efforts to effect such exchange and to permit the
resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Notes that such
Broker-Dealer acquired for its own account as a result of its market making activities or other
trading activities (other than Notes acquired directly from the Company or any



8









 







of its Affiliates) being sold in accordance with the intended method or methods of
distribution thereof, and (z) comply with all of the following provisions:




     (i) If, following the date hereof there has been announced a change in Commission
policy with respect to exchange offers such as the Exchange Offer, that in the reasonable
opinion of counsel to the Company raises a substantial question as to whether the Exchange
Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to
use commercially reasonable efforts to seek a no-action letter or other favorable decision
from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer
for such Transfer Restricted Securities. The Company and the Guarantors hereby agree to
pursue the issuance of such a decision to the Commission staff level. In connection with
the foregoing, the Company and the Guarantors hereby agree to take all such other
commercially reasonable actions as may be requested by the Commission or otherwise required
in connection with the issuance of such decision, including without limitation (A)
participating in telephonic conferences with the Commission, (B) delivering to the
Commission staff an analysis prepared by counsel to the Company setting forth the legal
bases, if any, upon which such counsel has concluded that such an Exchange Offer should be
permitted and (C) diligently pursuing a resolution (which need not be favorable) by the
Commission staff.




     (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer
Restricted Securities (including, without limitation, any Holder who is a Broker Dealer)
shall furnish, upon the request of the Company, prior to the Consummation of the Exchange
Offer, a written representation to the Company and the Guarantors (which may be contained in
the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the
effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does
not intend to engage in, and has no arrangement or understanding with any person to
participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and
(C) it is acquiring the Exchange Notes in its ordinary course of business. As a condition
to its participation in the Exchange Offer each Holder using the Exchange Offer to
participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the
resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired
directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy
as in effect on the date of this Agreement, rely on the position of the Commission
enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon
Capital Holdings Corporation (available May 13, 1988), as interpreted in the
Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action
letters (including, if applicable, any no-action letter obtained pursuant to clause (i)
above), and (2) must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction and that such a
secondary resale transaction 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.




     (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company
and the Guarantors shall provide a supplemental letter to the Commission (A) stating that
the Company and the Guarantors are registering the Exchange Offer in



9









 







reliance on the position of the Commission enunciated in Exxon Capital Holdings
Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available
June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated
July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i)
above, (B) including a representation that neither the Company nor any of the Guarantors has
entered into any arrangement or understanding with any Person to distribute the Exchange
Notes to be received in the Exchange Offer and that, to the Company’s and the Guarantors’
knowledge and belief, each Holder participating in the Exchange Offer is acquiring the
Exchange Notes in its ordinary course of business and has no arrangement or understanding
with any Person to participate in the distribution of the Exchange Notes received in the
Exchange Offer and (C) any other commercially reasonable undertaking or representation
required by the Commission as set forth in any no-action letter obtained pursuant to clause
(i) above, if applicable.



     (b) Shelf Registration Statement. In connection with the Shelf Registration Statement,
the Company and the Guarantors shall (i) comply with all the provisions of Section 6(c) below and
use their respective commercially reasonable efforts to effect such registration to permit the sale
of the Transfer Restricted Securities being sold in accordance with the intended method or methods
of distribution thereof (as indicated in the information furnished to the Company pursuant to
Section 4(b) hereof), and pursuant thereto the Company and the Guarantors will prepare and file
with the Commission a Registration Statement relating to the registration on any appropriate form
under the Securities Act, which form shall be available for the sale of the Transfer Restricted
Securities in accordance with the intended method or methods of distribution thereof within the
time periods and otherwise in accordance with the provisions hereof, and




     (ii) issue, upon the request of any Holder or purchaser of Notes covered by any Shelf
Registration Statement contemplated by this Agreement, Exchange Notes having an aggregate
principal amount equal to the aggregate principal amount of Notes sold pursuant to the
Shelf Registration Statement and surrendered to the Company for cancellation; the Company
shall register Exchange Notes on the Shelf Registration Statement for this purpose and
issue the Exchange Notes to the purchaser(s) of securities subject to the Shelf
Registration Statement in the names as such purchaser(s) shall designate.



     (c) General Provisions. In connection with any Registration Statement and any related
Prospectus required by this Agreement, the Company and the Guarantors shall:




     (i) use their respective commercially reasonable efforts to keep such Registration
Statement continuously effective and provide all requisite financial statements for the
period specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of
any event that would cause any such Registration Statement or the Prospectus contained
therein (A) to contain an untrue statement of material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading or (B) not to be effective and
usable for resale of Transfer Restricted Securities during the period required by this
Agreement, the Company and the Guarantors shall file promptly an appropriate amendment to
such Registration Statement



10









 







curing such defect, and, if Commission review is required, use their respective
commercially reasonable efforts to cause such amendment to be declared effective as soon as
practicable.




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep such Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the
case may be; cause the Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to
comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a
timely manner; and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by the sellers
thereof set forth in such Registration Statement or supplement to the Prospectus;




     (iii) advise each Holder promptly and, if requested by such Holder, confirm such advice
in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment
has been filed, and, with respect to any applicable Registration Statement or any
post-effective amendment thereto, when the same has become effective, (B) of any request by
the Commission for amendments to the Registration Statement or amendments or supplements to
the Prospectus or for additional information relating thereto, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement
under the Securities Act or of the suspension by any state securities commission of the
qualification of the Transfer Restricted Securities for offering or sale in any
jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of
the existence of any fact or the happening of any event that makes any statement of a
material fact made in the Registration Statement, the Prospectus, any amendment or
supplement thereto or any document incorporated by reference therein untrue, or that
requires the making of any additions to or changes in the Registration Statement in order to
make the statements therein not misleading, or that requires the making of any additions to
or changes in the Prospectus in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If at any time the Commission
shall issue any stop order suspending the effectiveness of the Registration Statement, or
any state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer Restricted
Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use
their respective commercially reasonable efforts to obtain the withdrawal or lifting of such
order at the earliest possible time;




     (iv) subject to Section 6(c)(i), if any fact or event contemplated by Section
6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective
amendment to the Registration Statement or related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter delivered to
the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact



11









 







necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading;




     (v) if requested by the Initial Purchaser or a Holder, furnish to each Holder in
connection with such exchange or sale, if any, before filing with the Commission, copies of
any Registration Statement or any Prospectus included therein or any amendments or
supplements to any such Registration Statement or Prospectus (including all documents
incorporated by reference after the initial filing of such Registration Statement), which
documents will be subject to the review and comment of such Holders in connection with such
sale, if any, for a period of at least five days, and the Company will not file any such
Registration Statement or Prospectus or any amendment or supplement to any such Registration
Statement or Prospectus (including all such documents incorporated by reference) to which
such Holders shall reasonably object within five days after the receipt thereof. A Holder
shall be deemed to have reasonably objected to such filing if such Registration Statement,
amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains 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 light of the circumstances under
which they were made, not misleading or fails to comply with the applicable requirements of
the Securities Act;




     (vi) promptly prior to the filing of any document that is to be incorporated by
reference into a Shelf Registration Statement or Prospectus, provide a copy of such document
to each Holder that made a request in writing described in (v) above in connection with such
exchange or sale, if any, make the Company’s and the Guarantors’ representatives available
for discussion of such document and other customary due diligence matters, and include such
information in such document prior to the filing thereof as such Holders may reasonably
request;




     (vii) make available, at reasonable times, for inspection by each Holder and any
attorney or accountant retained by such Holders, all financial and other records, pertinent
corporate documents of the Company and the Guarantors and cause the Company’s and the
Guarantors’ officers, directors and employees to supply all information reasonably requested
by any such Holder, attorney or accountant in connection with such Shelf Registration
Statement or any post-effective amendment thereto subsequent to the filing thereof and prior
to its effectiveness; provided, however, that any information that is designated in writing
by the Company or the Guarantors as confidential at the time of delivery of such information
shall be kept confidential by the Holders or any such attorney or accountant, unless such
disclosure is made in connection with a court proceeding or required by law;




     (viii) if requested by any Holders in connection with such exchange or sale, promptly
include in any Shelf Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such Holders may reasonably
request to have included therein, including, without limitation, information relating to the
“Plan of Distribution” of the Transfer Restricted Securities; and make all required filings
of such Prospectus supplement or post-effective amendment



12









 







as soon as practicable after the Company is notified of the matters to be included in
such Prospectus supplement or post-effective amendment;




     (ix) furnish to each Holder in connection with such exchange or sale, without charge,
at least one copy of the Shelf Registration Statement, as first filed with the Commission,
and of each amendment thereto, including all documents incorporated by reference therein and
all exhibits (including exhibits incorporated therein by reference);




     (x) deliver to each Holder without charge, as many copies of the Prospectus (including
each preliminary prospectus) and any amendment or supplement thereto as such Persons
reasonably may request; the Company and the Guarantors hereby consent to the use (in
accordance with law) of the Prospectus and any amendment or supplement thereto by each
selling Holder in connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement thereto;




     (xi) upon the request of any Holder, enter into such agreements (including underwriting
agreements) and make such representations and warranties customary for offerings of such
type as may be reasonably requested and take all such other actions in connection therewith
in order to expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any applicable Shelf Registration Statement contemplated by this Agreement as
may be reasonably requested by any Holder in connection with any sale or resale pursuant to
any applicable Shelf Registration Statement. In such connection, the Company and the
Guarantors shall:




     (A) upon request of any Holder furnish (or in the case of paragraphs (2) and
(3), use its commercially reasonable efforts to cause to be furnished), upon the
effectiveness of the Shelf Registration Statement:




     (1) an opinion, dated the date of effectiveness of the Shelf
Registration Statement of counsel for the Company and the Guarantors
covering matters as are customarily covered in opinions requested in
underwritten offerings and such other matters as such Holder may reasonably
request; and




     (2) a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement from the Company’s independent accountants, in
the customary form and covering matters of the type customarily covered in
comfort letters to underwriters in connection with underwritten offerings;
and




     (B) deliver such other documents and certificates as may be reasonably
requested by the selling Holders to evidence compliance with the matters covered in
clause (A) above and with any customary conditions contained in the any agreement
entered into by the Company and the Guarantors pursuant to this clause (xi);




     (xii) prior to any public offering of Transfer Restricted Securities, cooperate with
the selling Holders and their counsel in connection with the registration and



13









 







qualification of the Transfer Restricted Securities under the securities or Blue Sky
laws of such jurisdictions as the selling Holders may request and do any and all other acts
or things necessary or advisable to enable the disposition in such jurisdictions of the
Transfer Restricted Securities covered by the applicable Registration Statement, but in no
event for longer than 365 days from the effective date of the Registration Statement;
provided, however, that neither the Company nor any Guarantor shall be required to register
or qualify as a foreign corporation where it is not now so qualified or to take any action
that would subject it to the service of process in suits or to taxation, other than as to
matters and transactions relating to the Registration Statement, in any jurisdiction where
it is not now so subject;




     (xiii) in connection with any sale of Transfer Restricted Securities that will result
in such securities no longer being Transfer Restricted Securities, reasonably cooperate with
the Holders to facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to
register such Transfer Restricted Securities in such denominations and such names as the
selling Holders may request at least two Business Days prior to such sale of Transfer
Restricted Securities;




     (xiv) use their respective commercially reasonable efforts to cause the disposition of
the Transfer Restricted Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to
enable the seller or sellers thereof to consummate the disposition of such Transfer
Restricted Securities, but in no event for longer than 365 days from the effective date of
the Registration Statement, subject to the proviso contained in clause (xii) above;




     (xv) provide a CUSIP number for all Transfer Restricted Securities not later than the
effective date of a Registration Statement covering such Transfer Restricted Securities and
provide the Trustee under the Indenture with printed certificates for the Transfer
Restricted Securities which are in a form eligible for deposit with the Depository Trust
Company;




     (xvi) otherwise use their respective commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission, and with regard to any Shelf
Registration Statement for which an underwriter has been engaged, use their commercially
reasonable efforts to make generally available to its security holders, as soon as
practicable, a consolidated earnings statement meeting the requirements of Rule 158 under
the Securities Act (which need not be audited) covering a twelve-month period beginning
after the effective date of the Registration Statement (as such term is defined in paragraph
(c) of Rule 158 under the Securities Act);




     (xvii) cause the Indenture to be qualified under the TIA not later than the effective
date of the first Registration Statement required by this Agreement and, in connection
therewith, cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in accordance with the
terms of the TIA; and execute and use its commercially reasonable efforts to cause the
Trustee to execute, all documents that may be required to effect such changes



14









 







and all other forms and documents required to be filed with the Commission to enable
such Indenture to be so qualified in a timely manner; and




     (xviii) unless otherwise available through the Commission’s EDGAR System provide
promptly to each Holder, upon request, each document filed with the Commission pursuant to
the requirements of Section 13 or Section 15(d) of the Exchange Act.



     (d) Restrictions on Holders. Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or supplemental filings
that are incorporated by reference in the Prospectus (in each case, the “Recommencement
Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i)
destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which
have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies, then in such
Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current
at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of
such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by
a number of days equal to the number of days in the period from and including the date of delivery
of the Suspension Notice to the Recommencement Date.



SECTION 7. REGISTRATION EXPENSES




     (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a Registration Statement
becomes effective, including without limitation: (i) all registration and filing fees and expenses;
(ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be
issued in the Exchange Offer and printing of Prospectuses, messenger and delivery services and
telephone; (iv) all fees and disbursements of outside counsel for the Company and the Guarantors
and (v) fees and disbursements of independent certified public accountants of the Company and the
Guarantors (including the expenses of any special audit and comfort letters required by or incident
to such performance).



     The Company will, in any event, bear its and the Guarantors’ internal expenses (including,
without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses of any Person,
including special experts, retained by the Company or the Guarantors.



     (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf



15









 







Registration Statement), the Company and the Guarantors will reimburse the Initial Purchaser
and the Holders of Transfer Restricted Securities who are tendering Notes into in the Exchange
Offer and/or selling or reselling Notes or Exchange Notes pursuant to the “Plan of Distribution”
contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as
applicable, for the reasonable and actual fees and disbursements of not more than one counsel, who
shall be Latham & Watkins LLP, unless another firm shall be chosen by the Holders of a majority in
principal amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.



SECTION 8. INDEMNIFICATION




     (a) The Company and the Guarantors agree, jointly and severally, to indemnify and hold
harmless each Holder, its directors, officers and each Person, if any, who controls such Holder
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from
and against any and all losses, claims, damages, liabilities, judgments, (including without
limitation, any legal or other expenses incurred in connection with investigating or defending any
matter, including any action that could give rise to any such losses, claims, damages, liabilities
or judgments) caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or
supplement thereto) provided by the Company to any Holder or any prospective purchaser of Exchange
Notes or registered Notes, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, except insofar as such losses,
claims, damages, liabilities or judgments are caused by an untrue statement or omission or alleged
untrue statement or omission that is based upon information relating to any of the Holders
furnished in writing to the Company by any of the Holders.



     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantors, and their respective directors and
officers, and each person, if any, who controls (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) the Company, or the Guarantors to the same extent as the
foregoing indemnity from the Company and the Guarantors set forth in section (a) above, but only
with reference to information relating to such Holder furnished in writing to the Company by such
Holder expressly for use in any Registration Statement, preliminary prospectus or Prospectus (or
any amendment or supplement thereto). In no event shall any Holder, its directors, officers or any
Person who controls such Holder be liable or responsible for any amount in excess of the amount by
which the total amount received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of any damages that such Holder, its directors,
officers or any Person who controls such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.



     (c) In case any action shall be commenced involving any person in respect of which indemnity
may be sought pursuant to Section 8(a) or 8(b) (the “Indemnified Party”), the Indemnified
Party shall promptly notify the person against whom such indemnity may be sought



16









 




(the “Indemnifying Party”) in writing and the Indemnifying Party shall assume and
control the defense of such action, including the employment of counsel reasonably satisfactory to
the Indemnified Party and the payment of all fees and expenses of such counsel, as incurred (except
that in the case of any action in respect of which indemnity may be sought pursuant to both
Sections 8(a) and 8(b), a Holder shall not be required to assume the defense of such action
pursuant to this Section 8(c), but may employ separate counsel and participate in the defense
thereof, but the fees and expenses of such counsel, except as provided below, shall be at the
expense of the Holder). Any Indemnified Party shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall
have been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party
shall have failed to assume the defense of such action or employ counsel reasonably satisfactory to
the Indemnified Party or (iii) the named parties to any such action (including any impleaded
parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party
shall have been advised by such counsel that there may be one or more legal defenses available to
it which are different from or additional to those available to the Indemnifying Party (in which
case the Indemnifying Party shall not have the right to assume the defense of such action on behalf
of the Indemnified Party). In any such case, the Indemnifying Party shall not, in connection with
any one action or separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the fees and expenses
of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified
parties and all such fees and expenses shall be reimbursed as they are incurred. Such firm shall
be designated in writing by a majority of the Holders, in the case of the parties indemnified
pursuant to Section 8(a), and by the Company and Guarantors, in the case of parties indemnified
pursuant to Section 8(b). No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement or compromise of, or consent to the entry of judgment
with respect to, any pending or threatened action in respect of which the Indemnified Party is or
could have been a party and indemnity or contribution may be or could have been sought hereunder by
the Indemnified Party, unless such settlement, compromise or judgment (i) includes an unconditional
release of the Indemnified Party from all liability on claims that are the subject matter of such
action and (ii) does not include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of the Indemnified Party. No Indemnifying Party shall be liable
for any settlement on its behalf, effectuated without its consent.




     (d) To the extent that the indemnification provided for in this Section 8 is unavailable to an
Indemnified Party in respect of any losses, claims, damages, liabilities or judgments referred to
therein, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on
the other hand, from their sale of Transfer Restricted Securities or (ii) if the allocation
provided by clause 8(d)(i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative
fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, in
connection with the statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable considerations. The



17









 







relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the
other hand, shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or such Guarantors, on the one hand, or by the
Holder, on the other hand, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and judgments referred to above shall
be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a),
any outside legal counsel or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.



     The Company, the Guarantors and each Holder agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an Indemnified Party as a result of the losses, claims,
damages, liabilities or judgments referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any outside legal counsel or other
expenses reasonably incurred by such Indemnified Party in connection with investigating or
defending any matter, including any action that could have given rise to such losses, claims,
damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder,
its directors, its officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total received by
such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration
Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and
(ii) the amount of any damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to
the respective principal amount of Transfer Restricted Securities held by each Holder hereunder and
not joint.



SECTION 9. RULE 144A AND RULE 144




     The Company and the Guarantors agree with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which the Company or the Guarantors (i) are
not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any
Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any
sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by
such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities
Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and
(ii) are subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby
in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to
Rule 144.



18









 





SECTION 10. MISCELLANEOUS




     (a) (intentionally omitted)



     (b) No Inconsistent Agreements. Neither the Company nor any Guarantor will, on or
after the date of this Agreement, enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. Except for that certain registration rights agreement, dated as of November
3, 2006, by and among the Company, the Guarantors and the initial purchasers a party thereto and
relating to the Existing Notes, neither the Company nor any Guarantor has previously entered into
any agreement granting any registration rights with respect to its securities to any Person that
would require such securities to be included in any Registration Statement filed hereunder. The
rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s and the Guarantors’ securities under any
agreement in effect on the date hereof.



     (c) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the provisions hereof may
not be given unless (i) in the case of Section 5 hereof and this Section 10(c)(i), the Company has
obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii)
in the case of all other provisions hereof, the Company has obtained the written consent of Holders
of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding
Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to
the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the
Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose
Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given
by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities
subject to such Exchange Offer.



     (d) Third Party Beneficiary. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial
Purchaser, on the other hand, and shall have the right to enforce such agreements directly to the
extent they may deem such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.



     (e) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail (registered or certified, return
receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and




     (ii) if to the Company or the Guarantors:



19









 




MetroPCS Wireless, Inc.

8144 Walnut Hill Lane

Suite 800

Dallas, Texas 75231

Attention: Senior Vice President, General Counsel and Secretary



With a copy to:



Baker Botts, LLP

2001 Ross Avenue

Dallas, Texas 75201

Attention: Andrew Baker





     (iii) if to the Initial Purchaser:


Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, NY 10179

Attention.: Corporate Finance Department



with a copy to:



Latham & Watkins LLP

885 Third Avenue, Suite 1000

New York, NY 10022

Attention.: Marc D. Jaffe




     All such notices and communications shall 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 telecopied; and on the next business day,
if timely delivered to an air courier guaranteeing overnight delivery.



     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including without limitation and
without the need for an express assignment, subsequent Holders; provided, that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities
in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this



20









 







Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof.



     (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.



     (h) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.



     (j) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (k) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the Transfer Restricted
Securities. This Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.



[Signature Pages Follow]




21









 





     IN WITNESS WHEREOF, the parties have executed this Agreement 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	 	 
	 	 	GWI PCS1, INC.	 	 
	 	 	METROPCS COMMUNICATIONS, INC.	 	 
	 	 	METROPCS MASSACHUSETTS, LLC	 	 
	 	 	METROPCS NEVADA, LLC	 	 
	 	 	METROPCS NEW YORK, LLC	 	 
	 	 	METROPCS PENNSYLVANIA, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Roger D. Linquist
	 	 
	 

	 	Name:
	 	Roger D. Linquist
	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 






 









 





Accepted and agreed to as of

the date first above written:




BEAR, STEARNS & CO. INC.




	 	 	 	 	 
	By:
	 	/s/ Dominick Petrosino	 	 
	Name:

	 	Dominick Petrosino

	 	 
	Title:
	 	Senior Managing Director	 	 







 









 








Schedule I




Guarantors




	 	 	 
	 	 	Jurisdiction of
	            Entity	 	Organization
	MetroPCS AWS, LLC

	 	Delaware
	MetroPCS, Inc.

	 	Delaware
	MetroPCS California, LLC

	 	Delaware
	MetroPCS Florida, LLC

	 	Delaware
	MetroPCS Georgia, LLC

	 	Delaware
	MetroPCS Michigan, Inc.

	 	Delaware
	MetroPCS Texas, LLC

	 	Delaware
	GWI PCS1, Inc.

	 	Delaware
	MetroPCS Communications, Inc.

	 	Delaware
	MetroPCS Massachusetts, LLC

	 	Delaware
	MetroPCS Nevada, LLC

	 	Delaware
	MetroPCS New York, LLC

	 	Delaware
	MetroPCS Pennsylvania, LLC

	 	Delaware







 










 





Exhibit B




Subsidiaries of Parent




	 	 	 
	 	 	Jurisdiction of
	            Entity	 	Organization
	MetroPCS, Inc.

	 	Delaware
	MetroPCS Wireless, Inc.

	 	Delaware
	MetroPCS AWS, LLC

	 	Delaware
	MetroPCS California, LLC

	 	Delaware
	MetroPCS Florida, LLC

	 	Delaware
	MetroPCS Georgia, LLC

	 	Delaware
	MetroPCS Michigan, Inc.

	 	Delaware
	MetroPCS Texas, LLC

	 	Delaware
	GWI PCS1, Inc.

	 	Delaware
	MetroPCS Massachusetts, LLC

	 	Delaware
	MetroPCS Nevada, LLC

	 	Delaware
	MetroPCS New York, LLC

	 	Delaware
	MetroPCS Pennsylvania, LLC

	 	Delaware






 









 






Exhibit C




Form of Opinion of Baker Botts LLP



June 6, 2007




Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, New York 10179



Re: MetroPCS Wireless, Inc. 9.25% Senior Notes due 2014



Ladies and Gentlemen:




     This opinion is being furnished at the request of MetroPCS Wireless, Inc., a Delaware
corporation (the “Company”), pursuant to Section 10(f)(i) of the Purchase Agreement dated
May 31, 2007 (the “Purchase Agreement”) by and among the Company, the guarantors named on
Schedule I thereto (the “Guarantors”) and Bear, Stearns & Co. Inc. (the “Initial
Purchaser”), relating to the issuance and sale by the Company to the Initial Purchaser of
$400,000,000 aggregate principal amount of the Company’s 9.25% Senior Notes due 2014 (the
“Additional Notes”) fully and unconditionally guaranteed, on a senior unsecured basis,
jointly and severally, by the Guarantors (such Additional Notes, together with the guarantees
relating thereto by the Guarantors (the “Guarantees”), being referred to herein as the
“Securities”) issued pursuant to an Indenture, dated as of November 3, 2006, as
supplemented by the Supplemental Indenture, dated as of February 6, 2007 (the “Indenture”),
among the Company, the Guarantors and The Bank of New York, as trustee (the “Trustee”).
The Additional Notes are intended to be treated as the same class of debt securities as the
$1,000,000,000 aggregate principal amount of the Company’s 9.25% Senior Notes due 2014 (the
“Initial Notes”) issued by the Company pursuant to the Indenture on November 3, 2006.
Capitalized terms used but not defined herein have the meanings assigned to them in the Purchase
Agreement.



     Pursuant to the Purchase Agreement, the Company, the Guarantors and the Initial Purchaser have
entered into a Registration Rights Agreement dated as of May 31, 2007 (the “Registration Rights
Agreement”) pursuant to which the Company has agreed, among other things, to amend the
Registration Statement on Form S-4 (the “Registration Statement”), which the Company filed
with the United States Securities and Exchange Commission (the “SEC”) on May 15, 2007 under
the Securities Act of 1933, as amended (the “Securities Act”), such that the Registration
Statement will include an offer (the “Exchange Offer”) by the Company to the holders of the
Additional Notes to issue and deliver to each such holder, in exchange for its Additional Notes, a
like aggregate principal amount of 9.25% Senior Notes due 2014 (the “Exchange Notes”)
identical to the Additional Notes in all material respects, except that the Exchange Notes will not
have restrictions on transfer (such Exchange Notes, together with the Guarantees relating thereto
by the Guarantors, being referred to herein as the “Exchange Securities”). The Exchange
Notes will be fully and unconditionally guaranteed by the Guarantors on a senior unsecured basis,
jointly and severally, pursuant to a guarantee set forth in the Indenture. In connection with the
sale of the Securities and the Exchange Securities, the Company and the Guarantors have



 









 







prepared a preliminary offering memorandum, dated May 30, 2007 (the “Preliminary Offering
Memorandum”), a final offering memorandum dated May 31, 2007 (the “Offering
Memorandum”) and have approved a disclosure package consisting of the Preliminary Offering
Memorandum and a pricing supplement dated May 31, 2007 provided by the Company (the “Disclosure
Package”).



     We have examined executed counterparts of the Purchase Agreement, the Registration Rights
Agreement, the Indenture and the Securities (collectively, the “Offering Documents”). We
have also examined the Company’s Certificate of Incorporation and bylaws, each as amended to date,
and the Certificate of Incorporation or Certificate of Formation, as applicable, and the bylaws or
limited liability company agreement, each as amended to date, of each of the Guarantors, and
originals, or copies certified or otherwise identified, of corporate or limited liability company
records of the Company and the Guarantors, including minute books of the Company and the
Guarantors, as furnished to us by the Company and the Guarantors, certificates of public officials
and of representatives of the Company and the Guarantors, statutes and other instruments and
documents as a basis for the opinions hereinafter expressed. In giving such opinions, we have
relied, without independent verification, upon certificates and representations of officers of the
Company and the Guarantors, including certificates identifying to us the agreements that are
material to MetroPCS Communications, Inc. (“Parent”), the Company and the Subsidiaries as a
whole, which agreements are listed on Exhibit A hereto, and the material judgments, orders
or decrees applicable to the Company and its Subsidiaries, which judgments, orders and decrees are
listed on Exhibit B hereto. We have relied upon certificates and representations of your
representatives and of governmental and public officials with respect to the accuracy of the
material factual matters contained therein or covered thereby. We have assumed that the signatures
on all documents examined by us are genuine, all documents submitted to us as originals are
authentic and all documents submitted as certified or photostatic copies conform to the originals
thereof.



     On the basis of the foregoing, and subject to the qualifications and limitations hereinafter
set forth, we are of the opinion that:



            1. Parent and each Subsidiary (a) has been duly incorporated or formed and is validly existing
as a corporation, partnership or limited liability company in good standing under the laws of its
jurisdiction of organization and (b) has the corporate, partnership or limited liability company
power and authority to own its properties and conduct its business as described in the Offering
Memorandum.



            2. The Company and each of the Guarantors has the corporate, partnership or limited liability
company power and authority to execute, deliver and perform its obligations under the Purchase
Agreement and each of the other Offering Documents to which it is a party and to consummate the
transactions contemplated thereby, including, without limitation, the power and authority to issue,
sell and deliver the Additional Notes and to issue and deliver the related Guarantees as provided
therein.



            3. All of the outstanding shares of capital stock or other equity securities of each
Subsidiary are owned of record and beneficially, directly or indirectly, by Parent, free and clear
of all Liens, other than as described in the Offering Memorandum and the Disclosure Package and
other than under the Amended and Restated Credit Agreement, dated as of
February 20,



 









 







2007, among the Company, as borrower, the several lenders from time to time
parties thereto, 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 (the “Credit Agreement”), and are duly authorized, validly issued, fully
paid (in the case of limited partnership or limited liability company interests, to the extent
required under the respective partnership or limited liability company agreements) and
non-assessable (except as such non-assessability may be limited by the limited partnership or
limited liability company statute of the jurisdiction of formation of such entity), and have not
been issued in violation of any preemptive or similar rights under (i) the applicable Subsidiary’s
organizational documents or (ii) the laws of its jurisdiction of organization. To our knowledge,
there are (i) no outstanding or authorized options, warrants, calls, subscriptions, rights,
commitments or other instruments or agreements of any character obligating Parent or any Subsidiary
to issue any shares of capital stock or other equity interest of any Subsidiary or any securities
convertible into or evidencing the right to purchase or subscribe for any shares of such stock or
equity interest of any Subsidiary, and (ii) other than the Credit Agreement, no agreements with
respect to the voting, sale or transfer of any shares of capital stock of any Subsidiary. To our
knowledge, there are no outstanding contractual obligations of Parent or any Subsidiary to
repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership
interests of any Subsidiary.



     4. The Purchase Agreement has been duly authorized, executed and delivered by the Company and
each of the Guarantors.



     5. The Registration Rights Agreement has been duly authorized, executed and delivered by the
Company and each of the Guarantors, and (assuming the due authorization, execution and delivery of
the Registration Rights Agreement by the Initial Purchaser) is a valid and legally binding
obligation of the Company and each of the Guarantors, enforceable against each of them in
accordance with its terms, except that (a) the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter
in effect relating to or affecting creditors’ rights generally and general principles of equity
(regardless of whether such enforcement is considered in a proceeding at law or in equity) and (b)
any rights to indemnity or contribution thereunder may be limited by federal and state securities
laws and the public policy considerations underlying such laws.



     6. The Indenture has been duly authorized, executed and delivered by the Company and each of
the Guarantors, and (assuming the due authorization, execution and delivery of the Indenture by the
Trustee) is a valid and legally binding obligation of the Company and each of the Guarantors,
enforceable against each of them in accordance with its terms, except that the enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and
general principles of equity (regardless of whether such enforcement is considered in a proceeding
at law or in equity).



     7. The Additional Notes have been duly authorized by the Company for issuance and sale to the
Initial Purchaser pursuant to the Purchase Agreement and, when executed by the Company and
authenticated by the Trustee in accordance with the terms of the
Indenture and



 









 







delivered to the Initial Purchaser against payment therefor in accordance with
the terms of the Purchase Agreement and the Indenture, the Additional Notes will be valid and
legally binding obligations of the Company, entitled to the benefits of the Indenture and the
Registration Rights Agreement, and enforceable against the Company in accordance with their terms,
except that the enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to or
affecting creditors’ rights generally and general principles of equity (regardless of whether such
enforcement is considered in a proceeding at law or in equity).



     8. The Guarantees of the Additional Notes have been duly authorized by each of the Guarantors
for issuance to the Initial Purchasers pursuant to the Purchase Agreement and, when executed and
delivered in accordance with the terms of the Indenture and when the Additional Notes have been
issued by the Company and authenticated by the Trustee in accordance with the terms of the
Indenture and delivered to the Initial Purchasers against payment therefor in accordance with the
terms of the Purchase Agreement and the Indenture, the Guarantees of the Additional Notes will be
valid and legally binding obligations of each Guarantor, entitled to the benefits of the Indenture
and the Registration Rights Agreement, and enforceable against each Guarantor in accordance with
their terms, except that the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect
relating to or affecting creditors’ rights generally and general principles of equity (regardless
of whether such enforcement is considered in a proceeding at law or in equity).



     9. The Exchange Notes have been duly authorized by the Company for issuance and, when executed
and delivered by the Company and authenticated by the Trustee in accordance with the terms of the
Exchange Offer and the Indenture, the Exchange Notes will be valid and legally binding obligations
of the Company, entitled to the benefits of the Indenture and the Registration Rights Agreement,
and enforceable against the Company in accordance with their terms, except that the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
or other similar laws now or hereafter in effect relating to or affecting creditors’ rights
generally and general principles of equity (regardless of whether such enforcement is considered in
a proceeding at law or in equity).



     10. The Guarantees of the Exchange Notes have been duly authorized by each of the Guarantors
and, when executed and delivered in accordance with the terms of the Indenture and when the
Exchange Notes have been issued by the Company and authenticated by the Trustee in accordance with
the terms of the Exchange Offer and the Indenture, the Guarantees of the Exchange Notes will be
valid and legally binding obligations of each Guarantor, entitled to the benefits of the Indenture
and the Registration Rights Agreement, and enforceable against each Guarantor in accordance with
their terms, except that the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect
relating to or affecting creditors’ rights generally and general principles of equity (regardless
of whether such enforcement is considered in a proceeding at law or in equity).



 









 





     11. Each of the Indenture, the Additional Notes, the Guarantees of the Additional Notes, and
the Registration Rights Agreement conforms in all material respects to the descriptions thereof
contained in the Offering Memorandum.



     12. The statements in the Offering Memorandum under the captions “Description of Notes,”
insofar as such statements constitute summaries of certain provisions of documents referred to
therein and reviewed by us, fairly summarize such provisions in all material respects.



     13. The statements in the Offering Memorandum under the caption “Certain United States Federal
Income Tax Considerations,” insofar as such statements constitute matters of law or legal
conclusions, fairly summarize the matters referred to therein in all material respects.



     14. The (a) execution, delivery and performance by the Company and each of the Guarantors of
the Purchase Agreement and each of the other Offering Documents to which any of them is a party,
and the performance by the Company and each of the Guarantors of their respective obligations
thereunder, (b) issuance and sale of the Notes and the issuance of the Guarantees and (c)
consummation by the Company of the transactions described in the Offering Memorandum under the
caption “Use of Proceeds,” do not and will not (i) violate or result in a breach of any of the
terms and provisions of, or constitute a default (or an event that with notice or lapse of time, or
both, would constitute a default) under, any of the agreements identified on Exhibit A
hereto or (ii) violate or conflict with the Certificate of Incorporation, bylaws, or operating
agreement of Parent or any Subsidiary, any statute, rule or regulation applicable to Parent or any
Subsidiary or any of their respective properties or assets, or, to our knowledge, any of the
judgments, orders or decrees identified on Exhibit B. Subject to the assumptions set forth
in paragraph 16, no consent, approval, authorization or qualification of or with any federal or
state court or governmental or administrative agency or body is required for the issue and sale of
the Additional Notes, the issue of the Exchange Notes, the issue of the respective Guarantees, the
execution and delivery by the Company and the Guarantors of the Purchase Agreement and the other
Offering Documents to which each is a party, the consummation by the Company and the Guarantors of
the transactions contemplated thereby or the performance by the Company or any of the Guarantors of
their obligations thereunder, except for (i) such as have been or shall be obtained under the
Securities Act or the Trust Indenture Act, or otherwise in connection with the obligations of the
Company and the Guarantors under the Registration Rights Agreement and (ii) such as may be required
under state securities or blue sky laws in connection with the purchase and distribution of the
Securities (as to which we express no opinion).



     15. To our knowledge, other than as set forth in the Offering Memorandum, there is no
judicial, regulatory or other legal or governmental proceeding, action, suit, or investigation
before or by any court, arbitrator or governmental agency, body or official, domestic or foreign,
now pending to which Parent or any Subsidiary is a party or of which the business or property of
Parent or any Subsidiary is the subject that would reasonably be expected to have a Material
Adverse Effect.



     16. Assuming (a) compliance by the Initial Purchaser, the Company and the Guarantors with
their respective covenants set forth in the Purchase Agreement, (b) the accuracy
of the representations and warranties made in accordance with the Purchase Agreement and the
Offering Memorandum by purchasers who buy the Additional Notes in the Exempt Resales, (c)



 









 







the compliance by the Initial Purchaser with the offering and transfer procedures and restrictions
described in the Offering Memorandum, and (d) the representations of the Initial Purchaser, the
Company and the Guarantors are true and correct, it is not necessary in connection with the offer,
sale and delivery of the Additional Notes to the Initial Purchasers pursuant to the Purchase
Agreement, in the manner contemplated by the Purchase Agreement and described in the Offering
Memorandum, or in connection with the Exempt Resales, to register the Securities under the
Securities Act, or to qualify the Indenture under the Trust Indenture Act.



     17. To our knowledge, when the Additional Notes and the Guarantees thereof are issued and
delivered pursuant to the Purchase Agreement and the Indenture, other than the Initial Notes, no
Additional Notes or Guarantees thereof will be of the same class (within the meaning of Rule 144A)
as securities of the Company or any Guarantor that are listed on a national securities exchange
registered under Section 6 of the Exchange Act or that are quoted in a United States automated
interdealer quotation system.



     18. None of Parent or any Subsidiary is, and after giving effect to the sale of the Additional
Notes and the application of the net proceeds thereof as described in the Offering Memorandum will
be, required to register as an “investment company” under the Investment Company Act.



     19. To our knowledge, no stop order preventing the use of the Offering Memorandum, or any
amendment or supplement thereto, or any order asserting that any of the transactions contemplated
by the Purchase Agreement are subject to the registration requirements of the Securities Act, has
been issued.



               We have participated in conferences with officers and representatives of the Company and the
Guarantors, representatives of the independent public accountants for the Company and the
Guarantors and with your representatives and with your counsel, at which the contents of the
Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum and related
matters were discussed and, although we have not verified such information and are not passing
upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the
statements contained in the Preliminary Offering Memorandum, the Disclosure Package, the Offering
Memorandum or any Free Writing Offering Document (except to the extent set forth in paragraphs 12
and 13 above), no facts have come to our attention which lead us to believe that (i) the Disclosure
Package (including the information explicitly incorporated by reference therein) as of the
Applicable Time and (ii) the Offering Memorandum (including the information explicity incorporated
by reference therein) as of its date and as of the Closing Date, contained or contains an untrue
statement of a material fact or omitted or omits 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 (it being understood that we express no belief or opinion with
respect to the financial statements, the notes thereto and the auditors’ report thereon, and the
related schedules and other financial and accounting data included or incorporated by reference
therein or omitted therefrom).



          The opinions set forth above are subject to the following qualifications and limitations:



 









 





          (a) We express no opinion as to the enforceability of any provision in the Offering Documents,
to the extent relating to: (i) any failure to comply with requirements concerning notices, relating
to delay or omission to enforce rights or remedies or purporting to waive or affect rights, claims,
defenses or other benefits to the extent that any of the same cannot be waived or so affected under
applicable law; (ii) indemnities or exculpation from liability to the extent prohibited by federal
or state laws and the public policies underlying those laws or that might require indemnification
for, or exculpation from liability on account of, negligence, willful misconduct, unlawful acts,
fraud or illegality of an indemnified or exculpated party; (iii) requirements that all amendments,
waivers and terminations be in writing; (iv) the disregard of any course of dealing between the
parties; (v) an attempt to confer subject matter jurisdiction on any court; (vi) methods or
procedures for service of process, restricting access to courts or purporting to establish venue;
(vii) the establishment of evidentiary standards; (viii) powers of attorney; and (ix) the
severability of unenforceable provisions from the Offering Documents to the extent that the
enforcement of remaining provisions would frustrate the fundamental intent of the parties.



          (b) Certain of the remedial, waiver, consent and other provisions of the Offering Documents
may be unenforceable under existing laws or judicial decisions. However, subject to the other
express qualifications contained herein, such laws or judicial decisions would not, in our opinion,
substantially interfere with the practical realization of the principal benefits expressed in the
Offering Documents, except for the economic consequences of any procedural delay that might result
from such laws or decisions.



          (c) Our opinions expressed in paragraphs 14 and 15 above are limited to those laws, rules and
regulations that in our experience are customarily applicable to the Company and the Guarantors and
to transactions of the type contemplated by the Offering Documents.



          (d) No opinion is expressed above as to the compliance or non-compliance of the Company or any
Guarantor with, or the enforceability of any Offering Transaction Document under, the
Communications Act and the rules, regulations, policies, decisions and orders promulgated
thereunder by the Federal Communications Commission (“FCC”), or any other
telecommunications regulatory law, rule or regulation. In this connection, we refer you to the
opinion letter of even date herewith delivered to you by Paul, Hastings, Janofsky & Walker LLP,
special FCC counsel to the Company, and the opinions contained therein.



          (e) Our opinions in clause (i) of paragraph 14 above are limited in that we express no opinion
with respect to any breach or violation of, or default under any agreement identified on
Exhibit A (i) not readily ascertainable from the face of any such agreement, (ii) arising
under or based on any cross-default provision insofar as it relates to a default under an agreement
that is not an agreement identified on Exhibit A or (iii) arising under or based on any
covenant of a financial or numerical nature or requiring computation.



          (f) Any reference herein to our knowledge shall mean the current conscious awareness of our
attorneys who have prepared this opinion, signed this opinion or been actively
involved in assisting and advising the Company in connection with the preparation of the
Disclosure Package and the Offering Memorandum, the execution and delivery of the Offering
Documents.



 









 





     The opinions set forth above are limited in all respects to matters of the laws of the States
of New York, the General Corporation Law of the State of Delaware, the Delaware Revised Limited
Liability Company Act and applicable federal law. This opinion is being furnished to you solely
for your use and may not be relied on by any other person or for any other purpose. This opinion
speaks as of the date hereof, and we hereby disclaim any obligation to update this opinion.



Very truly yours,




 









 





Exhibit A




Material Agreements





	1.	 	General Purchase Agreement, effective as of June 6, 2005, by and between MetroPCS Wireless
and Lucent Technologies Inc., and all amendments thereto.
	 
	2.	 	Amended and Restated Services Agreement, executed on December 15, 2005 as of November 24,
2004, by and between Royal Street and MetroPCS Wireless, Inc., including all amendments and
waivers thereto.
	 
	3.	 	Second Amended and Restated Credit Agreement, executed on December 15, 2005 as of December
22, 2004, by and among MetroPCS Wireless, Inc. and Royal Street Communications, LLC, including
all amendments and waivers thereto.
	 
	4.	 	Amended and Restated Pledge Agreement, executed on December 15, 2005 as of December 22, 2004,
by and between Royal Street and MetroPCS Wireless, Inc., including all amendments and waivers
thereto.
	 
	5.	 	Amended and Restated Security Agreement, executed on December 15, 2005 as of December 22,
2004, by and between Royal Street and MetroPCS Wireless, Inc., including all amendments and
waivers thereto.
	 
	6.	 	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
MetroPCS Wireless, Inc., including all amendments and waivers thereto.
	 
	7.	 	Master Equipment and Facilities Lease Agreement, executed as of May 17, 2006, by and between
Royal Street and MetroPCS Wireless, Inc., including all amendments and waivers thereto.
	 
	8.	 	Amended and Restated Credit Agreement, dated as of February 20, 2007, among MetroPCS
Wireless, Inc, as borrower, the several lenders from time to time parties thereto, 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.
	 
	9.	 	Purchase Agreement, dated October 26, 2006, among MetroPCS Wireless, Inc., the Guarantors as
defined therein and Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Banc of America Securities LLC.
	 
	10.	 	Registration Rights Agreement, dated as of November 3, 2006, by and among MetroPCS Wireless,
Inc., the Guarantors as defined therein and Bear, Stearns & Co. Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Banc of America Securities LLC.
	 
	11.	 	Indenture, dated as of November 3, 2006, among MetroPCS Wireless, Inc., the Guarantors as
defined therein and The Bank of New York, as trustee.
	 
	12.	 	Supplemental Indenture, dated as of February 6, 2007, among the Guaranteeing Subsidiaries as
defined therein, the other Guarantors as defined in the Indenture referred to therein and The
Bank of New York Trust Company, N.A., as trustee under the Indenture referred to therein.




 









 






	13.	 	Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and
American Stock Transfer & Trust Company, as Rights Agent, which includes the form of
Certificate of Designation of Series A Junior Participating Preferred Stock of MetroPCS
Communications, Inc. as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary
of Rights as Exhibit C.
	 
	14.	 	Registration Rights Agreement, effective as of April 24, 2007, by and among MetroPCS
Communications, Inc. and the stockholders listed therein.




 









 











Exhibit B




Orders




None.




 









 





Exhibit D




Form of Opinion of Paul, Hastings, Janofsky & Walker LLP





	June 6, 2007	 	57739.00011





Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, New York 10179




	 	 	 	 	 
	 

	 	Re:
	 	Purchase Agreement, dated May 31, 2007 (the “Purchase
Agreement”), by and between MetroPCS Wireless, Inc., a Delaware corporation
(the “Company”) the guarantors party thereto, and Bear, Stearns & Co. Inc.
(the “Initial Purchaser”)






Ladies and Gentlemen:




     We have acted as special federal communications regulatory counsel to the Company in
connection with the above-referenced Purchase Agreement. Except as otherwise defined herein,
capitalized terms used in this opinion shall have the same meanings herein as in the Purchase
Agreement. This opinion is being delivered to you at the request of the Company pursuant to
Section 10(f)(ii) of the Purchase Agreement.



     This opinion is based, as to matters of law, solely upon the Communications Act of 1934, as
amended, and the rules, regulations, published policies, published decisions, and published orders
of the FCC promulgated thereunder (the Communications Act of 1934, as amended, and such rules,
regulations, published policies, published decisions, and published orders are referred to
collectively hereinafter as the “Communications Laws”) as of the date of this opinion. We express
no opinion with respect to any other law, statute, rule, regulation, ordinance, decision, judgment,
decree, legal requirement, or legal authority whatsoever. Our opinion does not address the effect,
if any, of pending legislation, pending FCC rulemaking proceedings, or other pending proceedings or
matters before the FCC or the courts to which the Company is not a specific party of record.



     For purposes of rendering this opinion, with respect to factual matters we have relied solely
upon (a) an examination of the electronic files of the FCC that were available for our inspection
on May 31, 2007 relating to the FCC licenses held by the Company and its Subsidiaries (which files
may not include all of the records of the FCC pertaining to the FCC licenses held by the Company
and its Subsidiaries); (b) the representations and warranties of the Company and the Guarantors set
forth in the Purchase Agreement; (c) a certificate of a responsible officer of the Company; (d) a
review of our own files with respect to the Company and the FCC licenses held by the Company and
its Subsidiaries; and (e) statements made by the Company in the Offering Memorandum.



     Apart from the materials described in the immediately preceding paragraph, we have not
examined, nor have we been asked to examine, any other document or instrument in connection



 









 







with the preparation and delivery of this opinion, and no inference to the contrary should be drawn
from the fact of our representation of the Company.



     We have assumed, without independent verification, (a) the accuracy and completeness of all
statements of fact contained in the documents that we have examined; (b) the genuineness of all
signatures appearing on the documents that we have examined; (c) the authenticity of all documents
that have been submitted to us as originals; (d) the conformity to authentic original documents of
any documents submitted to us as certified, conformed, or photostatic copies; and (e) the legal
capacity of all persons purporting to execute the documents examined by us. We have further assumed
the due authorization, execution, and delivery of each of such documents by, or on behalf of, all
parties thereto, the validity and binding effect of the Purchase Agreement, the enforceability
thereof against all parties thereto, and that there is no course of dealing between or among the
parties to the Purchase Agreement that could be construed to modify the terms and provisions set
forth therein. We also have assumed that the files of the FCC that we examined on May 31, 2007
were current, accurate and complete in all respects material to the opinions hereinafter set forth.
We also have assumed, with your permission, that the version of the Purchase Agreement as executed
by the parties thereto conforms to the version presented to us as the final version for our review
in all respects material to the opinions expressed herein.



     We call your attention to the fact that we have made no inspection of the assets or the
operations of the Company or any of the Guarantors, and our understanding of the nature and extent
of those assets and operations is based solely upon representations made by the Company and the
Guarantors in the Purchase Agreement and in the above-referenced certificate of a responsible
officer of the Company. We further call your attention to the fact that we have not examined the
docket files of any court or any paper file of the FCC in connection with our preparation and
delivery of this opinion.



          As used in this letter, the expression “our knowledge” or expressions of similar import mean
the actual, present knowledge of those attorneys currently in this law firm who have devoted
significant attention to the representation of the Company with respect to the Purchase Agreement.



     Based upon and subject to the foregoing, and subject to the other limitations, reservations,
assumptions, exceptions, and qualifications set forth elsewhere herein, we are of the opinion that:



     1. The execution and delivery by the Company, and the performance by the Company of its
obligations under and in accordance with the terms, of the Purchase Agreement and Offering
Memorandum do not cause the Company to violate the Communications Laws and do not require any
consent or approval of, or registration or filing with, or any other action by, the FCC.



     2. Each Subsidiary of the Company holds the FCC license or licenses identified on Attachment
1 hereto as being held by such Subsidiary (the “Licenses”). The Licenses are in full force and
effect. The Licenses are not subject to any conditions other than those that: (a) appear on the
Licenses; or (b) are imposed by the FCC in the ordinary course upon broadband personal
communications services or advanced wireless services licenses of similar character.



 









 





     3. To our knowledge, there are no actions, suits, investigations, or other administrative
proceedings pending or overtly threatened in writing by or before the FCC against the Company, its
Subsidiaries, or the Licenses that, if adversely determined, would reasonably be expected to have a
Material Adverse Effect, except as set forth in the Offering Memorandum or the Disclosure Package.



     4. To our knowledge, the Company and each Subsidiary of the Company have timely filed with
the FCC all material applications and reports as are required under the Communications Laws, where
the failure to do so would reasonably be expected to have a Material Adverse Effect.



     5. The statements in the Offering Memorandum under the captions “Risks Related to Legal and
Regulatory Matters,” “Federal Regulation,” “General Licensing Requirements and Broadband Spectrum
Allocations,” and “General Regulatory Obligations,” insofar as such statements constitute a summary
of matters of law pertaining to the Business under the Communications Laws, fairly summarize in all
material respects such legal matters as of the date hereof.



     This opinion is rendered solely to you in connection with the transactions contemplated in the
Purchase Agreement. This opinion may not be relied upon by you for any other purpose, or furnished
to, filed with, quoted to, or relied upon by, any other person or entity without our prior written
consent; provided, however, that our prior written consent shall not be required in
order for you to furnish a copy of this opinion upon request to (a) any bank examiner, insurance
examiner or any other regulatory authority with jurisdiction over the business of the Trustee or
the Initial Purchaser, or (b) any prospective or actual assignees (each an “Assignee”) of, and
prospective or actual participants (each a “Participant”) in the interests of, the Trustee or the
Initial Purchaser, and their respective accountants and counsel. Any Person who is, or who shall
hereafter become, an Assignee or Participant may rely upon this opinion without our prior written
consent, provided that at and as of the time that such Person is or becomes an Assignee or
Participant (y) such Person is not then, nor has been, in any matter substantially related to the
transactions contemplated in the Purchase Agreement or to the Company, a client of this firm, or
(z) if such Person then is, or has been, in any matter substantially related to the transactions
contemplated in the Purchase Agreement or to the Company, a client of this firm, any actual or
potential professional conflicts of interest on the part of this firm resulting from our
representation of such Person and our role as the giver of this opinion shall be waived in writing
by such Person as a condition precedent to such Person being allowed to rely upon this opinion.
Any disclosure of this opinion, in whole or in part, to any Person pursuant to this paragraph shall
be on the condition and with the understanding that (i) this opinion speaks only as of the date
hereof, (ii) we have no responsibility or obligation to update this letter, to consider its facts
or any other developments of which we may later become aware, and (iii) any reliance by such Person
who is or becomes an Assignee or Participant must be actual and reasonable under the circumstances
existing at the time such Person becomes an Assignee or Participant, including any changes in law,
facts or any other developments known to or reasonably knowable by such Person at such time.



 









 





     This opinion is rendered as of the date hereof, and we do not undertake to advise you of
matters which occur or which may come to our attention subsequent to the date hereof and which may
affect the opinions expressed herein.



Very truly yours,




 









 





Exhibit E




Form of Opinion of Patton Boggs LLP




     1. Royal Street (a) is a limited liability company duly formed, validly existing, and in good
standing under the laws of its jurisdiction of organization and (b) to our knowledge, has the
limited liability company power and authority to own its properties and conduct its business as
currently conducted.



     2. To our knowledge, all of the outstanding equity securities of Royal Street that are owned
of record by MetroPCS Wireless, Inc. (“MetroPCS”) are owned free and clear of all Liens
except for the Liens created pursuant to the Loan Documents and have not been issued in violation
of any preemptive or similar rights under (i) the Royal Street’s organizational documents or (ii)
the laws of its jurisdiction of organization. To our knowledge, there are (i) no outstanding or
authorized options, warrants, calls, subscriptions, rights, commitments or other instruments or
agreements of any character obligating Royal Street to issue any equity interest of Royal Street or
any securities convertible into or evidencing the right to purchase or subscribe for any such
equity interest of Royal Street, and (ii) other than the limited liability company agreement of
Royal Street, no agreements with respect to the voting, sale or transfer of any shares of capital
stock of Royal Street.



     (1) Royal Street is not required to register as an “investment company” under the Investment
Company Act.