exv10w1



 





Exhibit 10.1



 




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


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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.




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          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.




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	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

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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)



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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

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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

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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



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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



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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



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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 	 



22









 






	 	 	 	 	 


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




	 	 	 	 	 	 
	 
	 	Entity	 	 	Jurisdiction of
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