exv10w6



 






Exhibit 10.6





SECOND AMENDED AND RESTATED




CREDIT AGREEMENT




by and between




METROPCS WIRELESS, INC.




and



ROYAL STREET COMMUNICATIONS, LLC






 









 











SECOND AMENDED AND




RESTATED CREDIT AGREEMENT




     This Second Amended and Restated Credit Agreement (this “Credit
Agreement”) is executed on December 15,2005 (the “Amendment Effective Date”)
as of December 22, 2004, by and between MetroPCS Wireless, Inc., a Delaware
corporation (“Lender” or “MetroPCS”), and Royal Street Communications, LLC, a
Delaware limited liability company (“Borrower”).



RECITALS




     WHEREAS, Borrower and MetroPCS, Inc., a Delaware corporation (“Holdings”)
entered into that certain Credit Agreement dated as of December 22, 2004 (the
“Original Agreement”) and certain ancillary documents related thereto,
including a Promissory Note, Security Agreement and Pledge Agreement (the
“Original Ancillary Documents”);



     WHEREAS, Borrower and Holdings agreed to amend and restate the Original
Agreement pursuant to the terms and conditions of that certain Amended and
Restated Credit Agreement, dated as of January 24, 2005 (the “Existing Credit
Agreement”), and agreed to amend and restate the Original Ancillary Documents,
among other Loan Documents (as defined in each of the Original Agreement),
pursuant to the terms and conditions of the Loan Documents (as defined in the
Existing Credit Agreement);



     WHEREAS, pursuant to that certain Assignment and Assumption Agreement,
dated as of April 29, 2005 (the “Assignment Agreement”), Holdings assigned all
of its right, title and interest in and to the Loans (as defined in each of
the Original Agreement and the Existing Credit Agreement), the Original
Agreement, the Existing Credit Agreement and the other Loan Documents (as
defined in each of the Original Agreement and the Existing Credit Agreement)
to MetroPCS, and MetroPCS assumed all of the obligations of Holdings in
respect of the foregoing, thereby becoming the Lender (as defined in the each
of the Original Agreement and the Existing Credit Agreement) for all purposes
in respect of the Loans (as defined in each of the Original Agreement and the
Existing Credit Agreement), the Original Agreement, the Existing Credit
Agreement and the other Loan Documents (as defined in each of the Original
Agreement and the Existing Credit Agreement);



     WHEREAS, Borrower and MetroPCS desire to amend and restate the Existing
Credit Agreement to provide for, among other things, an increase in the Loan
Commitment Amount;



     WHEREAS, Borrower acknowledges and agrees that the security interest
granted to Lender pursuant to the Loan Documents (as defined in each of the
Original Agreement and the Existing Credit Agreement) shall remain outstanding
and in full force and effect, without interruption or impairment of any kind,
in accordance with their terms, as renewed, amended or restated pursuant to
the Loan Documents (as defined herein), and shall continue to secure (i) the
due and punctual payment of (A) the principal and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Note (as defined herein), when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, and (B) all other monetary obligations, including but not limited
to, fees, costs,



 









 






expenses and indemnities, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding regardless of whether allowed or allowable in such proceeding), of
Borrower under any of the Loan Documents (as defined herein), and (ii) the due
and punctual performance of all covenants, agreements, obligations and
liabilities of Borrower under or pursuant to the Loan Documents (as defined
herein). (The items in clauses (i) and (ii) are collectively the
“Obligations.”);




     WHEREAS, Borrower acknowledges and confirms that (i) the Obligations
represent, among other things, the amendment, restatement, and modification of all
indebtedness, liabilities, borrowings and advances arising in connection with
the Original Agreement, the Existing Credit Agreement and the other Loan
Documents (as defined in each of the Original Agreement and the Existing
Credit Agreement); (ii) all liens and encumbrances evidenced by the Loan
Documents (as defined in each of the Original Agreement and the Existing
Credit Agreement) are hereby ratified, confirmed and continued as modified,
amended or restated under the Loan Documents (as defined herein); (iii) this
Credit Agreement and the other Loan Documents (as defined herein) are intended
to restate, renew, extend, consolidate, amend and modify the Original
Agreement, the Existing Credit Agreement and the other Loan Documents (as
defined in each of the Original Agreement and the Existing Credit Agreement)
in their entirety; and (iv) this Credit Agreement and the other Loan Documents
(as defined herein) are not intended to constitute, and shall not constitute,
a novation and shall in no way adversely affect or impair the priority of the
liens granted in connection with the Original Agreement, the Existing Credit
Agreement and the other Loan Documents (as defined in each of the Original
Agreement and the Existing Credit Agreement).



     NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree to amend and restate the Existing Credit Agreement in
its entirety and further agree as follows:



Section 1: Defined Terms




     In addition to the terms defined elsewhere in this Credit Agreement, the
following terms shall have the following meanings in this Credit Agreement:



     “Affiliate” shall mean, with respect to a Person, any other Person
directly or indirectly Controlling, Controlled by or under Common Control with
such Person at any time during the period for which the determination of
affiliation is being made.



     “Applicable Law” shall mean, with respect to any Person, any federal,
state, local or foreign law, statute, ordinance, rule, regulation, Judgment,
order, injunction, decree, arbitration award, agency requirement, franchise,
license or permit of, or any interpretation or administration of any of the
foregoing by, any Governmental Entity, whether in effect as of the Effective
Date or thereafter, and in each case as amended, applicable to such Person or
its Affiliates or their respective assets.




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     “Auction” shall mean that Broadband PCS Auction No. 58 conducted by the FCC as
described in Public Notice, DA-04-3005 (rel. Sept. 16, 2004), as the same may be rescheduled or
modified by the FCC.



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



     “Borrower Change in Control Event” shall be deemed to have occurred if (i) there shall be
consummated, or if Borrower enters into any agreement which would result in (x) any consolidation
or merger of Borrower in which Borrower is not the continuing or surviving entity, other than a
merger of Borrower in which the holders of the equity securities of Borrower immediately prior to
the merger have the same proportionate ownership of the equity securities entitled to vote for
members of Borrower’s Board of Directors (or equivalent governing body) of the surviving entity
immediately after the merger, or (y) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all, of the assets of
Borrower or (ii) the members of Borrower approve any plan or proposal for the liquidation or
dissolution of Borrower.



     “Build-Out” shall mean the construction by the Borrower of a Commercial Mobile Radio Service
system in accordance with the FCC Rules, 47 C.F.R. § 24.203.



     “Business Day” shall mean a day other than (i) a Saturday or Sunday or (ii) a day on which
banking institutions are authorized or required by law or executive order to remain closed in New
York City.



     “Closing Date” shall mean each date on which Lender makes a Loan to Borrower.



     “Commercial Mobile Radio Service” or “CMRS” shall mean a commercial mobile radio service as
defined in 47 C.F.R. § 20.3.



     “Commitment Period”
 shall mean the period commencing on the Effective Date and expiring on the
earliest to occur of (i) the date of the sixty-sixth
(66th) month anniversary of the Effective Date,
(ii) the date that is one hundred eighty (180) days after the
date on which neither MetroPCS nor any of its Affiliates is a Member
of Borrower, (iii) the date that is one hundred eighty (180)
days after the date on which the Services Agreement has been
terminated by MetroPCS pursuant to Section 16.2(a)(i) thereof
with respect to the Borrower, (iv) the date that is one hundred
eighty (180) days after the date on which the Borrower enters into
any contract or agreement pursuant to which (x) any direct
competitor of MetroPCS or any entity in which any direct competitor
of MetroPCS owns, directly or indirectly, an interest in excess of
five percent (5%), is engaged to provide management or technical
services to the Borrower in the nature of those provided by MetroPCS
under the Services Agreement, or (y) the Borrower has the right
or obligation to use any trademark, service mark, trade name, logo,
brand or other similar intellectual property owned, licensed or
otherwise controlled by any direct competitor of MetroPCS (other than
Borrower) or any entity in which any direct competitor of MetroPCS
(other than the Borrower) owns, directly or indirectly, an interest
in excess of five percent (5%), or (v) the Mandatory Prepayment
Date.



     “Control” (including the correlative meanings of the terms “Controlled by,” “Controlling” and
“under Common Control with”) as used with respect to any Person, shall



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mean the possession, directly or indirectly, of the power to direct or cause
the direction of management policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.




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



     “Effective Date” shall mean December 22, 2004.



     “Equipment and Facilities Lease Agreement” means that certain Equipment
and Facilities Lease Agreement entered into between MetroPCS and Borrower, as
amended.



     “Event of Default” shall have the meaning set forth in Section 6.1.



     “FCC” means the Federal Communications Commission or any successor thereto.



     “FCC Rules” shall mean any applicable rules and regulations of the FCC.



     “Financing Statements” shall mean such UCC financing statements and
other instruments reasonably required by the Lender to create, perfect and/or
maintain the security interests granted under the Pledge Agreement and the
Security Agreement.



     “GAAP” shall mean United States generally accepted accounting
principles, as in effect from time to time.



     “Governmental Entity” shall mean any government or political subdivision
thereof, including without limitation, any regional or municipal authority,
any governmental department, ministry, commission, board, bureau, agency,
regulatory authority, instrumentality, judicial or administrative body,
having jurisdiction over the matter or matters in question.



     “GWI” shall mean GWIPCS1, Inc., a Delaware corporation.



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



     “Holding Subsidiary” shall mean a corporation or LLC formed under the
laws of the State of Delaware, all of the capital stock or LLC units of which
shall be owned by Borrower, which corporation or LLC shall have as its sole
purpose to hold the License(s) and assets in a given Market (as such term is
defined in the LLC Agreement) to be used by Borrower in connection with the
Royal Street System in such Market.



     “Judgment” shall mean any judgment, writ, order, injunction, award or
decree of any court, judge, justice or magistrate, including any bankruptcy
court or arbiter, and any order of or by any other Governmental Entity.



     “Lease” shall mean any license, easement or other agreement pursuant to
which Borrower acquires rights to possess, occupy and/or use real property,
including without limitation as a tenant, licensee or beneficiary of an
easement.



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     “Leasehold Mortgages” shall mean one or more leasehold mortgages in
substantially the form attached hereto as Exhibit D, or such other
documentation reasonably required by Lender from time to time to ensure that
Lender shall have a first priority lien on all Leases and other real property
interests of Borrower.



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



     “Lender Credit Facility” shall mean any loan commitment, and credit,
loan, or other agreement, entered into by Lender or any Affiliate of Lender
and a third party wherein such third party loans to Lender, and Lender borrows
from such third party, funds or other monies which are used to make Loans to
Borrower.



     “License” shall mean any license issued by the FCC for which Borrower or
a Holding Subsidiary is a Successful Bidder or any other license issued by the
FCC now or hereafter held by the Borrower or a Holding Subsidiary.



     “Litigation” shall mean any claim, action, suit, proceeding, arbitration,
investigation, hearing or other activity or procedure that could result in a
Judgment, and any notice of any of the foregoing.



     “LLC Agreement” shall mean the Amended and Restated Limited Liability
Company Agreement of Royal Street Communications, LLC by and among GWI,
MetroPCS and C9 Wireless, LLC, a Delaware limited liability company, executed
on December 15, 2005 as of November 24, 2004, as amended from time to time.



     “Loan Commitment Amount” shall mean the amount of the Loans needed to
permit Borrower to acquire the Licenses and to construct and operate the Royal
Street System, provided, however, that (i) in no event shall the Loan be less
than $293,599,250; and (ii) in no event shall any Loan over and above
$293,599,250 exceed the lesser of $50,000,000 or the maximum amount in excess
of $293,599,250 that Lender is permitted to lend to Borrower pursuant to the
Lender Credit Facility.



     “Loan Documents” shall mean this Credit Agreement, the Note, the Security
Agreement, the Pledge Agreement and any separate written agreement entered
into between the Borrower and Lender or any agent of Lender, and all other
agreements, instruments, certificates and other documents at any time executed
and delivered pursuant to or in connection herewith or therewith, as the same
may be supplemented, amended or otherwise modified from time to time after the
Amendment Effective Date. Notwithstanding the foregoing, the Loan Documents
shall not include the LLC Agreement, the Services Agreement or any agreement,
instrument, certificate or other document at any time executed and delivered
pursuant to or in connection with the LLC Agreement or the Services Agreement
as the same may be supplemented, amended or otherwise modified from time to
time after the Amendment Effective Date.



     “Loan Repayment Commencement Date” shall mean, with respect to the Note,
the earlier to occur of (i) the Substantial Completion Date or (ii) the date
on which the Services Agreement has been terminated (other than by Borrower in
accordance with its terms due to a default by MetroPCS) with respect to the
Borrower.



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     “Loans” shall mean the loans to Borrower evidenced by the Note, not to
exceed the Loan Commitment Amount. Each advance made under the Note is a Loan.



     “Mandatory Prepayment Date” shall mean the date on which Borrower
receives a Refund of all funds (less any amounts retained by the FCC)
deposited by Borrower with the FCC for the purpose of permitting Borrower to
participate in the Auction if (i) Borrower is not the Successful Bidder for
any License or (ii) Borrower is the Successful Bidder for Licenses and the FCC
does not grant to Borrower at least one License for which Borrower was a
Successful Bidder as a result of the disposition of any appeals of FCC actions
or any judicial decisions, whether relating to appeals from FCC decisions or
otherwise, affecting the authorizations being auctioned in the Auction.



     “Material Adverse Effect” shall mean a material adverse effect on the
business, properties, assets, liabilities, prospects or condition (financial
or otherwise) of the Borrower or any of its Subsidiaries.



     “Maturity Date”
 shall mean with respect to all Loans made to the
Borrower, the date that is seven years and six months after the
Effective Date.



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



     “Note” shall mean that certain Amended and Restated Promissory Note
executed on December 15, 2005 as of December 22, 2004 in the form attached hereto as
Exhibit A, executed by Borrower in favor of Lender and delivered by Borrower
to Lender in accordance with the terms of this Credit Agreement.



     “Permitted Liens” shall mean (i) any and all liens and security interests
created pursuant to any of the Loan Documents, (ii) liens for taxes, fees,
assessments and governmental charges not delinquent or which are being
contested in good faith by appropriate proceedings; provided, however, that
the Borrower shall have set aside on its books and shall maintain adequate
reserves for the payment of same in conformity with GAAP, (iii) liens,
deposits or pledges made to secure statutory obligations, surety or appeal
bonds, or bonds for the release of attachments or for stay of execution, or to
secure the performance of bids, tenders, contracts (other than for the payment
of borrowed money), leases or for purposes of like general nature in the
ordinary course of business, (iv) purchase money liens on tangible personal
property in the nature of office equipment utilized in the normal operation of
the business of Borrower, (v) liens for indebtedness permitted under the terms
of Section 5.10(b), so long as such liens (a) are subject to and subordinate
in all respects to the liens and security interests created pursuant to any of
the Loan Documents and (b) would not have a material adverse effect on the
Lender’s ability to realize on the full value of the collateral upon the
occurrence of an Event of Default and (vi) liens for indebtedness permitted
under the terms of Section 5.10(c); provided, however, that “Permitted
Liens” shall in all events include a first priority purchase money security
interest in telecommunication equipment purchased by Borrower as a result of
Lender’s or its Affiliates’ breach under this Credit Agreement or the
Equipment and Facilities Lease Agreement.



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     “Person” shall mean any natural person, corporation, firm,
unincorporated organization, association, partnership, limited liability
company, business trust, joint stock company, joint venture organization,
entity or business of any kind.



     “Pledge Agreement” shall mean the Amended and Restated Pledge Agreement
executed on December 15, 2005 as of December 22, 2004 in substantially the
form attached hereto as Exhibit F pursuant to which the Borrower shall pledge
to Lender all of the membership interests or other equity interests in its
respective Holding Subsidiaries as security for the repayment of the
Borrower’s obligations under the Loan Documents.



     “Refund” shall be any amounts that Borrower paid in accordance with FCC
Rules to become eligible to participate in the Auction and that thereafter are
refunded to Borrower.



     “Refund Date” shall mean the date on which the Borrower receives a Refund
other than by reason of the fact that (i) Borrower is not the Successful
Bidder for any License or (ii) Borrower is the Successful Bidder for Licenses
and the FCC does not grant to Borrower at least one License for which Borrower
was a Successful Bidder as a result of the disposition of any appeals of FCC
actions or any judicial decisions, whether relating to appeals from FCC
decisions or otherwise, affecting the authorizations being auctioned in the
Auction.



     “Required Capital Contributions” the capital contributions required to be
made to Borrower by the Members of Borrower pursuant to Section 9.1 (a) of the
LLC Agreement.



     “Royal Street System” shall mean the Commercial Mobile Radio Service
system(s) operated pursuant to the Licenses.



     “Security Agreement” shall mean the Amended and Restated Security
Agreement executed on December 15, 2005 as of December 22, 2004 by and
between Borrower and Lender in substantially the form attached hereto as
Exhibit B.



     “Services Agreement” shall mean the Amended and Restated Services
Agreement, executed on December 15, 2005 as of November 24, 2004, by and
between Borrower and MetroPCS, as amended from time to time.



     “Subsidiary” shall mean, with respect to any legal entity, any other
corporation, limited liability company, general or limited partnership,
limited liability partnership, joint venture, trust or other entity of which
the outstanding capital stock possessing a majority of voting power in the
election of directors or their equivalent is owned or controlled by such
entity, directly or indirectly.



     “Subsidiary Security Agreement” shall mean the Security Agreement by and
between each Holding Subsidiary and Lender in substantially the form attached
hereto as Exhibit B.



     “Substantial Completion Date” shall mean the date on which the Build-Out
of the Royal Street System satisfies the construction requirements of Section
24.203 of the FCC Rules.



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     “Successful Bidder” shall mean an entity that is awarded one or
more Licenses in the Auction by the FCC and successfully qualifies to be a
licensee for such Licenses under applicable FCC Rules.



Section 2: Terms of Loan




     2.1 The Loans.



     Subject to the terms and conditions and in reliance upon the
representations and warranties set forth in this Credit Agreement and the
other Loan Documents, Lender agrees to make Loans to the Borrower from time to
time during the Commitment Period in a principal amount not to exceed, at any
time outstanding, the Loan Commitment Amount. Notwithstanding anything
contained herein to the contrary, in no event shall Lender be required to make
Loans to Borrower where such Loans would violate any covenants,
representations, warranties, or other terms and conditions of any Lender
Credit Facility.



     2.2 Procedure for Borrowing.




          a. Subject to the terms and conditions set forth in this Credit Agreement,
the
Lender shall advance to Borrower the amount of any Loan requested by
Borrower to pay for the
costs of acquiring Licenses for which Borrower is the Successful Bidder up
to the Loan
Commitment Amount. Borrower shall use the proceeds of any Loan made
pursuant to this
Section 2.2(a) for the purpose of timely making any such payments in
accordance with FCC
Rules.




          b. Subject to the terms and conditions set forth in this Credit Agreement,
after
the Borrower is designated by the FCC by a Public Notice as the high bidder
on any license or
licenses offered for sale in Auction No.58, the Borrower or any Holding
Subsidiary may from
time to time, but no more than once each quarter, borrow any undrawn
portion of the Loan
Commitment Amount under this Credit Agreement during the Commitment Period
by giving
notice to the Lender specifying the amount to be borrowed and the purpose
therefore. Any Loan
made pursuant to this Section 2.2(b) may be used only for (i) the Build-Out
and operation of the
Royal Street System, or (ii) for any expenses related thereto, as
contemplated by the LLC
Agreement and the Services Agreement. Lender shall advance to Borrower
or Holding
Subsidiary, as the case may be, (i) up to Twenty-Five Million Dollars
($25,000,000) once each
quarter until the designation of Borrower as the Successful Bidder on the
Licenses; and, (ii) after
the Licenses are granted to Borrower by the FCC, the amount of any Loan
requested by
Borrower or Holding Subsidiary up to the amount budgeted in Borrower’s
Annual Budget for the
succeeding three (3) month period in immediately available funds within
five (5) Business Days
following the date of such written request, provided that Borrower or
Holding Subsidiary, as the
case may be, shall have delivered to Lender evidence reasonably
satisfactory to Lender that the
proceeds of such Loan will be applied in accordance with the LLC Agreement.
No Loan shall be
made to Borrower or Holding Subsidiary if the making of such Loan would
cause the aggregate
principal amount outstanding hereunder to exceed the Loan Commitment Amount
or violate the
Lender Credit Facility. Each Loan made hereunder, including each Loan
made pursuant to
Sections 2.2(a) and 2.2(b) hereof, shall be deemed to be part of, borrowed
and drawn under, and
subject to the terms of, the Note.




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          c. The Lender’s obligation to make Loans to Borrower shall
terminate upon the
earliest to occur of (i) expiration of the Commitment Period, (ii) the
date on which neither
MetroPCS nor any of its Affiliates is a Member of Borrower, (ii) the sale
of all or substantially
all of Borrower’s assets or (iv) the Mandatory Prepayment Date.




          d. The Borrower may at any time and from time to time prepay the Loans, in
whole or in part but limited to increments of no less than $25,000 per
prepayment, without
premium or penalty, upon at least three (3) Business Days’ advance notice
to Lender, specifying
the date and amount of prepayment. If any such notice is given, the
amount specified in such
notice, together with accrued interest to the date of such prepayment on
the amount prepaid, shall
be due and payable on the date specified therein. Amounts prepaid or
repaid may not be
reborrowed. Partial or total prepayments of the Loans shall be credited
first to any charges or
other amounts due to Lender under the terms of this Credit Agreement, then
to accrued interest
due and payable on the Loans, then to the principal balance outstanding.




          e. Within three (3) Business Days after the Mandatory Prepayment Date,
Borrower shall prepay to Lender the entire principal amount of the Loans.
Borrower shall have
no obligation to pay any unpaid accrued interest on the Mandatory
Prepayment Date.




          f. Within three (3) Business Days after the Refund Date, Borrower shall
prepay
to Lender the entire amount of any Refund, up to the aggregate principal
amount of all Loans
previously made to Borrower hereunder.




          g. In the event that Borrower receives a Refund from the FCC with respect
to the
Auction, Borrower shall, within three (3) Business Days of receipt of such
Refund, make a
prepayment under this Credit Agreement in an amount equal the principal
amount of the Loans
outstanding under this Credit Agreement as of such date less the aggregate
amount of payments
already made and still owed to the FCC with respect the Licenses for which
Borrower was a
Successful Bidder.




     2.3 Interest Rates and Payments.



          a. Interest shall accrue on the aggregate principal balance from time to
time
outstanding hereunder at a rate equal to 11% per annum, compounded
quarterly commencing on
the last day of the first calendar quarter following the Effective Date.
Interest shall be computed
on the basis of a year with three hundred sixty (360) days, and the actual
number of days elapsed.




          b. All payments by the Borrower hereunder and under the Loan Documents
shall
be made to the Lender, at its address as set forth in Section 7.10 in
immediately available funds
on the date on which such payment shall be due.




          c. Until the Loan Repayment Commencement Date, all interest accrued on the
aggregate outstanding principal balance of the Loans shall be added to and
become a part of the
outstanding principal amount of the Loans on and as of the last day of
each calendar quarter.




          d. Commencing on the Loan Repayment Commencement Date, Borrower shall
make equal monthly consecutive payments to Lender in an amount sufficient
to fully amortize
the outstanding principal balance of the Loans, all interest accrued
thereon, and all other amounts




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then due and owing under this Credit Agreement, the Note or any of the
other Loan Documents from such date until the Maturity Date.




             e. As long as any payment due under this Credit Agreement, the Note, or
any of the other Loan Documents remains past due (whether at the stated
maturity, by acceleration or otherwise) for five (5) days or more, such
overdue amount shall accrue interest from the earlier of the due date of such
payment due at a rate equal to eighteen percent (18%) per annum, in each case
from the date of such non-payment until such overdue amount is paid in full
(whether after or before judgment).




     2.4 Conditions Precedent to Lender’s Obligation to Make Any Loan.



             a. Lender shall not be required to make any Loan to Borrower under this
Credit Agreement unless as of the applicable Closing Date, each of the
following conditions has been satisfied to Lender’s satisfaction:





	 	(i)	 	Borrower shall have executed and delivered to
Lender the Note, the Security Agreement and the Pledge Agreement;
	 
	 	(ii)	 	Borrower shall have executed and delivered such
Financing Statements and other instruments required by the Lender
to create, perfect and/or maintain the security interests created
pursuant to the Pledge Agreement and the Security Agreement;
	 
	 	(iii)	 	Lender shall have a perfected first priority
security interest in all of the membership interests in Borrower’s
Holding Subsidiaries;
	 
	 	(iv)	 	Lender shall have received evidence satisfactory to
it that the Financing Statements and other instruments delivered
to the Lender have been filed in all appropriate filing offices
and that such filed Financing Statements perfect first priority
security interests, subject to any Permitted Lien, in favor of the
Lender in the property described therein;
	 
	 	(v)	 	Lender shall have received customary reports of
searches of filings made with government agencies showing that
there are no liens on the assets of the Borrower other than the
Permitted Liens;
	 
	 	(vi)	 	Lender shall have received from Borrower’s counsel
(which counsel shall be reasonably acceptable to Lender) such
legal opinions as to such customary matters (including without
limitation, enforceability, due authorization, execution and
delivery, but not as to FCC regulatory matters) as Lender shall
reasonably request;
	 
	 	(vii)	 	Borrower shall have delivered to Lender an
officer’s certificate signed by an officer of Borrower certifying
that as of such Closing Date:






	 	(A)	 	The representations and warranties of
Borrower contained in Section 4 are true and correct in all
material respects at and as of the Closing Date as though
then made;





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	 	(B)	 	Borrower is in full compliance with the covenants set forth in
Section 5;
	 
	 	(C)	 	Borrower has taken all action necessary
to authorize it to incur the Loan,
such Loan is permitted under the terms of the LLC Agreement,
and such
Loan does not conflict with or result in a breach of the
terms, conditions or
provisions of, or constitute a default under, the LLC
Agreement or any
other agreement to which Borrower is a party or to which any
assets of
Borrower may be bound;
	 
	 	(D)	 	No Event of Default (or other event which
if not timely cured or corrected
would, with the passage of time, become an Event of Default)
shall have
occurred or be continuing;
	 
	 	(E)	 	No Litigation is pending against Borrower
which would reasonably be
expected to result in any Borrower Material Adverse Effect;
and
	 
	 	(F)	 	All consents required to be received in
connection with the Loan from any
Governmental Entity or other Person shall have been received.






	 	(viii)	 	Borrower shall have delivered to Lender a written certification
of the uses to which the borrowed funds will be put, which uses
shall be in accordance with (A) this Credit Agreement; and, (B)
after the grant of the Licenses by the FCC to Borrower, the Annual
Budget, the Construction Plan, and Annual Business Plan as approved
by the Royal Street Management Committee pursuant to the Services
Agreement; and
	 
	 	(ix)	 	such other documents relating to the Loan as Lender may
reasonably request.





     2.5    Security Agreement; Leasehold Mortgages.



              a. The Loans and all amounts outstanding from time to time under the
Loan Documents shall be secured by:





	 	(i)	 	A first priority security interest (subject to the
Permitted Liens) in all tangible and intangible property and assets
of Borrower, including, but not limited to, chattel paper, general
intangibles, instruments, documents and all other rights relating
to or arising out of such accounts, and all inventory, equipment
and fixtures wherever located, now owned or acquired in the future
by the Borrower, all Licenses (but solely only to the extent if any
permitted by Applicable Law), and all proceeds and products of such
property. The Lender’s security interest in the foregoing shall be
created by and subject to the provisions of the Security Agreement.
	 
	 	(ii)	 	A first priority security interest in the membership
interests in each Holding Subsidiary of Borrower. The Lender’s
security interest in the foregoing shall be created by and subject
to the provisions of the Pledge Agreement.










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	 	(iii)	 	A first priority lien on all real property interests
of Borrower, including without limitation all Leases, including
capital leases, and all real property owned by Borrower in fee
simple. The Lender’s liens in the foregoing shall be created by
and subject to the provisions of one or more Leasehold Mortgages,
substantially in the form of Exhibit D, entered with respect to
each Lease, parcel of real property or other real property
interest.






	 	(iv)	 	A first priority lien on all proceeds of all
Licenses (whether from the sale or other disposition thereof or
otherwise) held by any Holding Subsidiary and, solely to the extent
if any permitted by Applicable Law, all such Licenses. The Lender’s
security interest in the foregoing shall be created by and subject
to the provisions of the Security Agreement, and where applicable,
the Subsidiary Security Agreement.





     Section 3: Representations and Warranties of Lender



     Lender hereby represents and warrants to Borrower as follows:



     3.1 Organization and Standing.



     Lender is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all requisite power
and authority to execute and deliver this Credit Agreement and to perform its
obligations hereunder.



     3.2 Authorization by Lender.



          a. This Credit Agreement has been duly and validly executed and delivered
by
Lender and constitutes the legal, valid and binding obligation of Lender
enforceable against
Lender in accordance with its terms, except as such enforceability may be
limited by (i)
bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors’ rights
generally or (ii) general principles of equity.




          b. Neither the execution, delivery or performance of this Credit Agreement
by
Lender nor the consummation by Lender of the transactions contemplated
herein will, with or
without the giving of notice or the lapse of time, or both, (i) violate
any Applicable Laws to
which Lender is subject, (ii) conflict with or result in a breach of the
terms, conditions or
provisions of, or constitute a default under, the articles of
incorporation or bylaws of Lender or
any material agreement or commitment to which Lender is a party or by
which Lender or any of
Lender’s assets, may be bound or affected, or (iii) except with respect to
the exercise of certain
of Lender’s remedies under the Loan Documents, require Lender to obtain
any authorization,
consent, approval or waiver from, or to make any filing with, any
Governmental Entity or non-governmental third party other than those that have been made as of the
Effective Date.




     3.3 Litigation.



     There is no Litigation pending against Lender, or, to the knowledge of
Lender, a basis for Litigation or threatened Litigation against Lender which
seeks to enjoin or obtain damages in respect of the consummation of the
transactions contemplated hereby.



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Section 4: Representations and Warranties of Borrower




     Borrower hereby represents and warrants to Lender as follows:



     4.1 Organization and Standing of Borrower.



     Borrower is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware with all
requisite power and authority to own its properties, and conduct its business
as now being conducted, and is duly qualified to do business as a foreign
limited liability company in good standing in each jurisdiction where the
ownership of its properties or the conduct of its business makes such
qualification necessary, except in those jurisdictions where failure so to
qualify will not permanently impair title to a material amount of its
properties, permits or licenses or its rights to enforce in all material
respects contracts against others or expose it to substantial liabilities in
such jurisdictions.



     4.2 Authorization by Borrower; Consents.



          a. Borrower has all requisite power and authority to execute, deliver and
perform
its obligations under this Credit Agreement, the Note and all other Loan
Documents to which it
is a party. Borrower has taken all action necessary to authorize this
Credit Agreement, the Note
and all other Loan Documents to which it is a party, and all such documents
have been duly
authorized, executed and delivered by Borrower and are legal, valid and
binding obligations of
Borrower enforceable in accordance with their terms, except as such
enforceability may be
limited by (i) bankruptcy, insolvency or other similar laws affecting the
enforcement of
creditors’ rights generally or (ii) general principles of equity.




          b. Neither the execution, delivery and performance of this Credit
Agreement, the
Note or the other Loan Documents by Borrower nor the consummation by
Borrower of the
transactions contemplated herein or therein will, with or without the
giving of notice or the lapse
of time, or both, (i) violate any Applicable Laws to which Borrower is
subject, (ii) conflict with
or result in a breach of the terms, conditions or provisions of, or
constitute a default under, the
LLC Agreement, any license or permit of Borrower or any material contract
to which Borrower
is a party or by which Borrower may be bound or affected, or (iii) except
with respect to the
exercise of certain of Lender’s remedies under the Loan Documents, require
Borrower to obtain
any authorization, consent, approval or waiver from, or to make any filing
with, any
Governmental Entity or non-governmental third party.




     4.3 Litigation.



     There is no Litigation pending against Borrower, or, to the knowledge of
Borrower, a basis for Litigation or threatened Litigation against Borrower
which (a) seeks to enjoin or obtain damages in respect of the consummation of
the transactions contemplated hereby or (b) has or could have a Material
Adverse Effect on the Borrower.




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     4.4 Compliance with Applicable Laws.



     Borrower has complied and presently is in compliance with all Applicable
Laws except to the extent that failure to comply with the same does not or
will not have a Material Adverse Effect on the Borrower.



     4.5 Subsidiaries.



     Except for any Holding Subsidiaries of Borrower, Borrower has no Subsidiaries.



     4.6 Absence of Defaults.



     Neither the Borrower nor any Subsidiary of Borrower is in material
default under or in material violation in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in
any provision of its constitutive documents or contained in any other
agreement or instrument to which it is a party or by which it is bound or to
which any of its properties is subject, and neither Borrower nor any
Subsidiary of Borrower is in material violation of any statute, order, rule or
regulation of any court or governmental agency or body having jurisdiction
over it or any of its properties.



     4.7 Indebtedness.



     As of the Effective Date, Borrower has no indebtedness outstanding except
the indebtedness permitted pursuant to the terms of this Credit Agreement, and
obligations under the Loan Documents; none of such indebtedness is in default.



     4.8 Accuracy and Completeness of Information.



     No representation or warranty of the Borrower contained in this Credit
Agreement or the other Loan Documents contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained herein or therein not materially misleading. There is no
fact known to the Borrower which materially adversely affects its business,
operations, property, assets or condition (financial or otherwise) which has
not been disclosed herein or in such other documents, certificates and
statements furnished to the Lender for use in connection with the transactions
contemplated hereby.



Section 5: Covenants of Borrower




     Borrower hereby covenants and agrees with Lender as follows:



     5.1 Use of Proceeds.



     Borrower shall use 100% of the Loan proceeds solely for the following
purposes: (i) to make payments for the Licenses in accordance with the
Auction; and, (ii) to finance the Build-Out and operation of the Royal Street
System and for any expenses related thereto as contemplated by the LLC
Agreement and the Services Agreement.




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     5.2 Compliance with Agreements; Borrower Status.



     The Borrower shall at all times observe and perform all of the covenants,
conditions and obligations required to be performed by it under the Services
Agreement.



     5.3 Payment.



     Borrower shall promptly pay to Lender with interest the
obligations due or to become due at the times and places and in the amount and
manner specified in this Credit Agreement, the Note and the other Loan
Documents.



     5.4 Subsidiaries.



          a. As soon as practicable after the date on which the Licenses are
granted to Borrower, or prior to the date on which the Licenses are granted to
Borrower if Borrower can amend its pending FCC application to substitute an
affiliated company as the applicant without causing material delay in the
processing of the Auction No. 58 long form application, Borrower shall form
one or more Holding Subsidiaries. Borrower shall contribute one or more of
such Licenses to each of the Holding Subsidiaries, as contemplated by Section
2.5(d) of the LLC Agreement. Lender shall require each Holding Subsidiary to
become a party to this Agreement and to be jointly and severally liable for
all obligations of Borrower hereunder by executing a copy of the form of
counterpart signature page substantially in the form of Exhibit C attached
hereto and made a part thereof.




     5.5 Existence.



          a. The Borrower shall maintain (a) its limited liability company existence
under
the laws of the jurisdiction of its formation and (b) its good standing and
its right to carry on its
business and operations in the jurisdiction of its formation or
incorporation and in each other
jurisdiction in which the character of the properties owned or leased by it
or the business
conducted by it makes such qualification necessary and the failure to be in
good standing would
permanently preclude the Borrower from enforcing its rights with respect to
any material assets
or expose the Borrower to any material liability.




          b. The Borrower shall cause each of the Holding Subsidiaries to maintain
(a) its
existence under the laws of the State of Delaware and (b) its good standing
and its right to carry
on its business and operations in the State of Delaware and in each other
jurisdiction in which the
character of the properties owned or leased by such Holding Subsidiaries
makes such
qualification necessary.




     5.6 Compliance with Laws, Taxes, Etc.



     The Borrower shall, and shall cause its Subsidiaries to, comply in all
material respects with all Applicable Laws, such compliance to include,
without limitation, paying before the same become delinquent all taxes,
assessments and governmental charges imposed upon it or upon its property
except to the extent contested in good faith by appropriate proceedings and
for which any reserves required by GAAP have been established. In the event
the Borrower fails, or fails to cause any of its Subsidiaries, to satisfy its
obligations under this Section 5.6, as to taxes,



-15-









 




assessments and governmental charges, the Lender may, but is not
obligated to, satisfy such obligations in whole or in part and any payments
made and expenses incurred in doing so shall constitute principal indebtedness
hereunder governed by the terms of the Note and shall be paid or reimbursed by
the Borrower upon demand by Lender.




     5.7 Books and Records.



     The Borrower shall at all times keep proper books and records of accounts
in which full, true and correct entries shall be made of its transactions in
accordance with GAAP consistently applied.



     5.8 Assets and Insurance.



     The Borrower shall maintain in full force and effect (a) a usual and
customary errors and omissions insurance policy, (b) such other insurance
coverage, on all properties of a character usually insured by organizations
engaged in the same or similar business against loss or damage of a kind
customarily insured against by such organizations, (c) adequate public
liability insurance against tort claims which may be asserted against the
Borrower and (d) such other insurance coverage for other hazards as Lender may
from time to time reasonably require to protect its rights and benefits under
this Credit Agreement and the other Loan Documents. All commercial general
liability and property damage insurance policies and any other insurance
policies required to be carried hereunder shall (i) be issued by insurance
companies with a then-current Alfred M. Best Company, Inc. (or if no longer in
existence, a comparable rating service) general policy holder’s rating of “A”
or better and financial size category of Class XII or higher and otherwise
reasonably satisfactory to Lender; (ii) designate Lender as additional
insured; (iii) be written as primary policy coverage and not contributing with
or in excess of any coverage which Lender may carry; (iv) provide for thirty
(30) days prior written notice to Lender of any cancellation or nonrenewal of
such policy; and (v) contain contractual liability coverage insuring
performance by Borrower of the indemnity provisions of the Loan Documents.
Borrower shall promptly deliver to Lender upon receipt and from time to time
upon Lender’s request either a copy of each such policies of insurance or
certificates evidencing the coverages required hereunder.



     5.9 Financial Statements and Other Reports.



     The Borrower shall maintain a system of accounting (as to its own
operations and financial condition) established and administered in accordance
with sound business practices such as to permit the preparation of financial
statements in accordance with GAAP and furnish or cause to be furnished to the
Lender:



          a. Annual Statements. Commencing in 2005, as soon as practicable
following the end of each fiscal year, but in any event within ninety (90)
days after the end of each fiscal year, Borrower shall cause to be prepared
and delivered to Lender the audited statement of income and statement of cash
flows for such fiscal year, audited balance sheet as of the end of such fiscal
year, and accompanying notes to financial statements, on a consolidated basis,
prepared in accordance with GAAP.




-16-









 





     b. Quarterly Statements. As soon as practicable following
the end of each of the
first three fiscal quarters of each fiscal year, but in any event within
forty-five (45) days after the
end of such quarter, Borrower shall cause to be prepared and delivered to
Lender, an unaudited
statement of income and statement of cash flows for such quarter and an
unaudited balance sheet
as of the end of such quarter on a consolidated basis, prepared in
accordance with GAAP.



     c. Monthly Statements. As soon as possible following the end of
each calendar
month in each fiscal year, but in any event within thirty (30) days after
the end of such month, (i)
Borrower shall cause to be prepared and delivered to Lender, an unaudited
statement of income
and statement of cash flows for such month and an unaudited balance sheet
as of the end of such
month on a consolidated basis, prepared in accordance with GAAP, and (ii)
Borrower shall
provide Lender with a monthly report of significant operating and financial
statistics including,
to the extent applicable, number of subscribers, subscriber churn
statistics, minutes of use,
average revenues per subscriber, acquisition costs and capital expenditure
efficiency statistics
and such additional statistics and information as may be approved for
internal use by the
Borrower.



     d. Within five (5) Business Days after their occurrence, notice of each of
the
following events:




	 	(i)	 	the commencement of any Litigation against the Borrower or
any material development in any Litigation pending or threatened
against the Borrower.
	 
	 	(ii)	 	any Event of Default or other breach by
Borrower of any covenant or agreement of Borrower in this Credit
Agreement or any of the other Loan Documents.
	 
	 	(iii)	 	notice of any event that could have a Material Adverse Effect
on the Borrower.





     5.10 Indebtedness.



     The Borrower shall not, directly or indirectly, create, incur, assume,
guarantee or otherwise become or remain directly or indirectly liable with
respect to any indebtedness, except:



          a. the indebtedness created under this Credit Agreement;




          b. indebtedness (i) that is subordinate in right of payment to all
indebtedness
evidenced by the Note, (ii) the incurrence of which would not have a
Material Adverse Effect on
the Borrower and (iii) the lender of which enters into an intercreditor
agreement with Lender in
form and substance satisfactory to Lender;




          c. purchase money financing of telecommunications equipment if the terms
of
such financing are more favorable to Borrower than the terms of the Loans
or if Lender or its
Affiliates are in breach under this Credit Agreement or the Equipment and
Facilities Lease
Agreement;




          d. current obligations incurred in the ordinary course of business and not
overdue (unless the same are being contested in good faith and by
appropriate proceedings and
adequate reserves are maintained therefor in accordance with GAAP), not to
exceed in the




-17-









 




aggregate an amount to be determined by Lender in its reasonable
discretion within one (1) year after the Amendment Effective Date;




          e. renewals, extensions, replacements, refinancings or refundings of
any of the foregoing.




     5.11 Investments.



     The Borrower shall not, directly or indirectly, make or own any
investment in any Person, except: investments in (i) Holding Subsidiaries of
Borrower, (ii) marketable direct obligations issued or unconditionally
guaranteed by the United States Government or issued by any agency thereof and
backed by the full faith and credit of the United States, in each case
maturing within one year from the date of acquisition thereof, (iii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having the highest rating obtainable
from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc.,
(iv) commercial paper maturing no more than 270 days from the date of creation
thereof and, at the time of acquisition, having the highest rating obtainable
from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc.,
and (v) time deposits maturing within one (1) year from the date of creation
thereof with, including certificates of deposit issued by, any office located
in the United States of any bank or trust company that is organized under the
laws of the United States or any state thereof and whose certificates of
deposit are rated P-l or better by Moody’s or A-l or better by S&P.



     5.12 Leasehold Mortgages.



          a. Borrower shall enter into, execute and deliver to Lender a Leasehold
Mortgage, substantially in the form of Exhibit D, securing the repayment
by Borrower of the
Note in each case in which Borrower enters into a Lease. In the event
that Borrower acquires
any rights in real property other than pursuant to a Lease, then Borrower
shall promptly notify
Lender of such acquisition and shall promptly execute and deliver such
mortgages, documents
and other instruments as are reasonably requested by Lender to ensure that
Lender has a first
priority lien on such real property rights.




          b. Borrower shall use commercially reasonable efforts to cause each Lease
to
expressly permit the granting of a Leasehold Mortgage with respect to such
Lease by the
Borrower, as applicable to the Lender, and the exercise of the remedies
thereunder by the
Lender.




          c. At Lender’s election, Borrower shall use commercially reasonable
efforts to
obtain a Waiver and Consent, in the form attached hereto as Exhibit E,
from the lessor of any
real property leased to Borrower as to which lease Borrower is obligated
under Section 5.12(a) to
execute a Leasehold Mortgage.




-18-









 





     5.13 Negative Covenants.



     Borrower shall not take any of the actions set forth in this Section 5.13
without the prior written approval of Lender, which approval may be withheld
in Lender’s sole and absolute discretion.



          a. Sell, lease, convey, transfer or otherwise dispose of its property or
assets now
owned or hereafter acquired except in the ordinary course of business
substantially consistent
with industry practice, except for transfers of Licenses to the Holding
Subsidiaries.




          b. Conduct, transact or otherwise engage in, or commit to transact, conduct
or
otherwise engage in, any business or operations other than the acquisition
of the Licenses, the
Build-Out and the operation of the Royal Street System, or any portion
thereof, and the exercise
of rights, the performance of obligations and the conduct of other
activities arising out of or in
connection with or directly related to the foregoing.




          c. Enter into any transaction of merger or consolidation, or liquidate,
wind up or
dissolve itself (or suffer any liquidation or dissolution), or convey,
sell, lease, transfer or
otherwise dispose of, in one transaction or a series of related
transactions, all or substantially all
of its business or property, whether now owned or hereafter acquired, or,
except as expressly
permitted under the terms of this Credit Agreement, acquire by purchase or
otherwise all or
substantially all the business or property of, or stock or other evidence
of beneficial ownership
of, any Person, or acquire, purchase, redeem or retire any shares of its
capital stock now or
hereafter outstanding for value.




          d. Create or permit to exist at any time, any mortgage, lien, security
interest,
pledge, charge or other encumbrance against any of its property or assets
now owned or hereafter
acquired, or assign or sell any income or revenues (including accounts
receivable) or rights in
respect thereof except for the Permitted Liens, and shall, at its sole cost
and expense, promptly
take all such action as may be necessary duly to discharge, or cause to be
discharged all such
mortgages, liens, security interests, pledges, charges or other
encumbrances.




          e. Become liable, directly or indirectly, contingently or otherwise, for
any
obligation of any other Person by endorsement, guaranty, surety or
otherwise.




          f. Enter into any agreement containing any provision that would be violated
or
breached by any borrowing hereunder or by the performance of its
obligations hereunder or
under any document executed pursuant hereto.




          g. Own, lease, manage or otherwise operate any properties or assets other
than in
connection with the Build-Out and operation of the Royal Street System, or
incur, create, assume
or suffer to exist any indebtedness or other consensual liabilities or
financial obligations other
than as may be incurred, created or assumed or as may exist in connection
with the Build-Out
and operation of the Royal Street System (including without limitation the
Loans and other
obligations incurred by the Borrower hereunder). Notwithstanding the
foregoing, the Borrower
may invest excess funds in investments permitted under Section 5.11.




-19-









 





          h. Make any distributions under Section 10.2(a) of the LLC
Agreement until Borrower has first paid any accrued interest, if any, and
principal borrowed under this Credit Agreement.




     5.14 Further Assurances.



     At any time and from time to time, upon the written request of the
Lender, and at the expense of the Borrower, the Borrower shall promptly and
duly execute and deliver such further instruments and documents and take such
further action as the Lender may reasonably determine in its sole discretion
to be necessary or advisable to further carry out and consummate the
transactions contemplated by the Loan Documents and to perfect or protect the
full benefits of this Credit Agreement and the other Loan Documents.



     5.15 Independence of Covenants.



     All covenants hereunder shall be given independent effect so that
if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitations of, another covenant shall not avoid the
occurrence of an Event of Default if such action is taken or condition
exists.



Section 6: Events of Default and their Effect 




     6.1 Events of Default.



     Each of the following shall constitute an Event of Default under
this Credit Agreement and the Note (each, an “Event of Default”):



          a. Failure to Pay. Borrower fails to pay when due any principal
payment,
interest or other payment required under the terms of the Note that is not
cured within five (5)
days after the date on which such payment is due and payable; or




          b. Breaches of Other Covenants. Borrower fails to observe or
perform any
covenant, obligation, condition or agreement contained in this Credit
Agreement or any
covenant, obligation, condition or agreement under any of the other Loan
Documents and such
failure shall continue for ten (10) days after notice thereof from Lender
or Borrower shall fail to
transfer the Licenses to Holding Subsidiaries as required in Section 5.4
hereof; or




          c. Bankruptcy or Insolvency Proceedings. Borrower (i) applies for
or consents
to the appointment of a receiver, trustee, liquidator or custodian of
itself or of all or a substantial
part of its property, (ii) is unable, or admits in writing its inability
to pay its debts generally as
they mature, (iii) makes a general assignment for the benefit of its or
any of its creditors, (iv) is
dissolved or liquidated in full or in part, (v) is adjudicated as a
bankrupt or insolvent (as such
terms may be defined or interpreted under any applicable statute), (vi)
commences a voluntary
case or other proceeding, or an involuntary petition is filed and not
dismissed within sixty (60)
days of filing, seeking liquidation, reorganization or other relief with
respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in
effect or consents to
any such relief or to the appointment of or taking possession of its
property by any official in an




-20-









 




involuntary case or other proceeding commenced against it, or (vii) takes
any action for the purpose of effecting any of the foregoing; or




          d. Representations and Warranties. Any representation or warranty
made by
Borrower herein or in any other Loan Document is breached and not cured
prior to the expiration
of any applicable cure period or is false or misleading in any material
respect; or




          e. Change in Control. The occurrence of any Borrower Change in
Control
Event; or




          f. Material Adverse Effect. The occurrence of any event having a
Material
Adverse Effect on the Borrower; or




          g. Breach of Certain Covenants. The breach by C9 Wireless, LLC
(or its
successors or assigns) of the terms of Section 4.1(b) of the LLC Agreement;
or




          h. Termination of LLC Agreement. The LLC Agreement is
terminated in accordance with its terms.




     6.2 Remedies Upon Event of Default.



          a. If any Event of Default shall occur, then the Lender may do any or all
of the
following: (i) terminate the commitment of the Lender to make Loans to the
Borrower under this
Credit Agreement, (ii) declare all obligations of the Borrower hereunder
and under the Note to be
immediately due and payable, whereupon the obligations of the Borrower
hereunder and under
the Note shall immediately become due and payable without presentment,
demand, protest or
other notice of any kind, all of which are hereby expressly waived,
anything in this Credit Agreement or in any other Loan Document to the contrary notwithstanding,
and (iii) enforce its
rights under any one or more of the Loan Documents in accordance with
Applicable Law.




          b. If an Event of Default described in Section 6.1 (c) above shall occur,
then each
of the following shall automatically occur without any further action by
Lender: (i) the
commitment of the Lender to make Loans to the Borrower under this Credit
Agreement shall
immediately terminate, and (ii) all obligations of the Borrower hereunder
and under the Note
shall be immediately due and payable without presentment, demand, protest
or other notice of
any kind, all of which are hereby expressly waived, anything in this Credit
Agreement or in any
other Loan Document to the contrary notwithstanding.




          c. Upon the occurrence of any Event of Default and at any time thereafter
so
long as any Event of Default shall be continuing, the Lender may proceed to
protect and enforce
this Credit Agreement, the Note and the other Loan Documents by suit or
suits or proceedings in
equity, at law or in bankruptcy, and whether for the specific performance
of any covenant or
agreement herein contained or in execution or aid of any power herein
granted, or for foreclosure
hereunder, or for the appointment of a receiver or receivers for the
collateral subject to the
applicable Security Agreements and Pledge Agreements or for the recovery of
judgment for the
indebtedness secured thereby or for the enforcement of any other proper,
legal or equitable
remedy available under Applicable Law.




-21-









 





          d. The Borrower shall pay to the Lender forthwith upon demand any
and all expenses, costs and other amounts due hereunder or under the other
Loan Documents before, after or during the exercise of any of the foregoing
remedies, including without limitation all reasonable legal fees and other
reasonable costs and expenses incurred by the Lender by reason of the
occurrence of any Event of Default, the enforcement of this Credit Agreement
and the other Loan Documents and/or the preservation of the Lender’s rights
hereunder and under the other Loan Documents.




Section 7: Miscellaneous




     7.1 Entire Agreement; Amendment.



     This Credit Agreement (including the attached Exhibits) constitutes the
sole understanding of the parties with respect to the subject matter hereof,
and supersedes all prior oral or written agreements, commitments or
understandings with respect to such matters. No amendment, modification or
alteration of the terms or provisions of this Credit Agreement shall be
binding unless the same shall be in writing and duly executed by the parties
hereto.



     7.2 Successors and Assigns.



     This Credit Agreement may not be assigned by Borrower without the consent
of the Lender. Lender may assign any or all of the Loan Documents to (i) an
Affiliate of Lender, or (ii) Bear, Stearns & Co. Inc. or any Affiliate
thereof, without the consent of Borrower, provided that such assignee of
Lender agrees to be bound by all of the terms hereof. No such permitted
assignment shall relieve any party hereto of any liability for a breach of
this Credit Agreement by such party or its assignee. Notwithstanding the
foregoing, Borrower may assign its rights and obligations under this Credit
Agreement to any Holding Subsidiary. This Credit Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs or successors in interest.



     7.3 Rights and Remedies.



     Unless otherwise provided herein, the rights and remedies of the Lender
hereunder and under the other Loan Documents shall not be mutually exclusive,
and the exercise of one or more remedies by the Lender pursuant to this Credit
Agreement, the other Loan Documents or Applicable Law shall not preclude the
exercise by the Lender of any other remedy.



     7.4 Indemnity; Reimbursement of Lender.



          a. The Borrower agrees to indemnify, defend and hold the Lender harmless
from and against any and all claims, demands, losses, judgments and
liabilities (including but not limited to, liabilities for penalties) of any
nature (“Claims”), and to reimburse the Lender for all reasonable costs and
expenses, including but not limited to attorneys’ fees and expenses, arising
from the Loan Documents or the exercise of any right or remedy granted to the
Lender hereunder other than Claims arising from Lender’s gross negligence,
willful misconduct or fraud. In no event shall the Lender be liable for any
matter or thing in connection with the Loan Documents other than to account
for moneys actually received by the Lender in accordance with the terms
hereof.




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          b. All indemnities contained in this Section 7.4 and elsewhere in
this Credit Agreement shall survive the expiration or earlier termination of
this Credit Agreement.




     7.5 Highest Lawful Rate.



     Anything herein to the contrary notwithstanding, the obligations of the
Borrower on the Note shall be subject to the limitation that payments of
interest shall not be required, for any period for which interest is computed
hereunder, to the extent that contracting for or receipt thereof would be
contrary to provisions of any law applicable to the Lender limiting the
highest rate of interest which may be lawfully contracted for, charged or
received by the Lender.



     7.6 Counterparts.



     This Credit Agreement may be executed in one or more counterparts, each
of which shall for all purposes be deemed to be an original and all of which
shall constitute the same instrument.



     7.7 Modification and Waiver.



     The parties by mutual written agreement may (a) extend the time for the
performance of any of the obligations or other acts of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties
contained herein of the other Party or in any document delivered pursuant
hereto by the other Party, or (c) waive compliance with any of the agreements
or conditions contained herein. Any agreement on the part of a party hereto to
any such extension or waiver shall only be valid if set forth in an instrument
in writing signed on behalf of such party. No waiver by Lender in any one case
shall require the Lender to give any subsequent waiver.



     7.8 Payments on Business Days.



     Whenever any payment to be made hereunder or under any Note shall be
stated to be due on a day other than a Business Day, such payment may be made
on the next succeeding Business Day and such extension of time shall in such
case be included in computing interest, if any, in connection with such
payment.



     7.9 Expenses.



     Except as specifically provided herein, each Party hereto shall pay all
costs and expenses incurred by it or on its behalf in connection with this
Credit Agreement and the transactions contemplated hereby, including, without
limiting the generality of the foregoing, fees and expenses of its own
consultants, accountants and counsel. Notwithstanding the foregoing, the
Borrower shall pay, immediately when due, all present and future stamp and
other like duties and applicable taxes, if any, to which this Credit Agreement
may be subject or give rise.



     7.10 Notices.



     All notices and other communications given to or made upon any party
hereto in connection with this Credit Agreement shall, except as otherwise
expressly herein provided, be



-23-









 




in writing and mailed via certified mail, sent by Federal Express or
other similar express delivery service for next day delivery or faxed (with a
confirming copy sent by such express delivery service for next day delivery)
to the respective parties, as follows:




	 	 	 
	If to Lender:

	 	MetroPCS Wireless, Inc.
	 

	 	8144 Walnut Hill Lane
	 

	 	Suite 800
	 

	 	Dallas, TX 75231
	 

	 	Attention: Vice President, General Counsel and Secretary
	 

	 	Facsimile: 972-860-2682
	 
	 	 
	With copies (which shall not constitute notice) to:

	 	Paul Hastings, Janofsky & Walker, LLP
	 

	 	875 15th Street, N.W.
	 

	 	Twelfth Floor
	 

	 	Washington, DC 20005
	 

	 	Attention: Carl W. Northrop
	 

	 	Facsimile: 202-551-1725
	 
	 	 
	 

	 	Bear Stearns Corporate Lending Inc.
	 

	 	383 Madison Avenue, 8th Floor
	 

	 	New York, New York 10179
	 

	 	Attention: Kevin Cullen
	 

	 	Facsimile: 212-272-9184
	 
	 	 
	If to Borrower:

	 	Royal Street Communications, LLC
	 

	 	PO Box 2365
	 

	 	Southampton, NY 11969
	 

	 	Attention: Robert Gerard
	 

	 	Facsimile: 631-283-9153
	 
	 	 
	With a copy (which shall not constitute notice) to:

	 	Schulte Roth & Zabel LLP
	 

	 	919 Third Avenue
	 

	 	New York, New York 10022
	 

	 	Attention: Paul N. Roth, Michael R. Littenberg
	 

	 	Facsimile: 212-593-5955





or in accordance with any subsequent written direction delivered in
accordance with this section from the recipient party to the sending party.
All such notices and other communications shall, except as otherwise expressly
herein provided, be effective upon delivery if delivered by hand; in the case
of certified mail, three (3) Business Days after the date sent; in the case of
any fax, when




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received; or in the case of express delivery service, the day after
delivery of the notice to such service with charges prepaid.




     7.11 Severability.



     In case any one or more of the provisions contained in this Credit
Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect by a court or other authority of competent
jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision hereof and this Credit Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never
been contained herein and, in lieu of each such illegal, invalid or
unenforceable provision, there shall be added automatically as a part of this
Credit Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and
enforceable, it being the intent of the parties to maintain the benefit of
the bargain for all parties.



     7.12 Governing Law.



     This Credit Agreement shall be construed in accordance with and governed
by the laws of the State of New York applicable to agreements made and to be
performed wholly within such jurisdiction.



     7.13 Venue; Waiver of Jury Trial.



          a. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL
COURT OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW
YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE
PROVISIONS OF THIS CREDIT AGREEMENT OF THE
TRANSACTIONS
CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS
A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR
ENFORCEMENT HEREOF OR OF ANY SUCH DOCUMENT, THAT IT IS NOT SUBJECT
THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT
OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY
NOT BE APPROPRIATE OR THAT THIS CREDIT AGREEMENT, OR ANY SUCH
DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES
HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH
ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH STATE
OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH
COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE
SUBJECT MATTER OF SUCH DISPUTE.




          b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS CREDIT AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH
SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS




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CREDIT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS CREDIT
AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY,
AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
7.13.




     7.14 Lender’s Discretion.



     Unless this Credit Agreement shall otherwise expressly provide, Lender
shall have the right to make any decision, grant or withhold any consent, and
exercise any other right or remedy hereunder in its sole and absolute
discretion.



     7.15 Capitalized Terms.



     Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the LLC Agreement.



     7.16 Headings.



     The descriptive headings in this Credit Agreement are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Credit Agreement.



     7.17 Amendment and Restatement.



     This Credit Agreement amends and restates in its entirety the
Original Agreement and the Existing Credit Agreement, and from and after the
Effective Date hereof, and subject to the terms hereof, the terms and
provisions of the Original Agreement and the Existing Credit Agreement shall
be superseded by the terms and provisions of this Credit Agreement. In
addition to the premises set forth above, the Borrower hereby agrees that (i)
the indebtedness, borrowings, advances and liabilities under the Original
Agreement and the Existing Credit Agreement and the promissory notes executed
and delivered in connection therewith, shall be deemed to be indebtedness and
liabilities of the Borrower outstanding and governed by this Credit Agreement,
and (ii) all liens, encumbrances and security interests securing the
indebtedness and Obligations under the Original Agreement and the Existing
Credit Agreement and related promissory notes executed and delivered in
connection therewith shall continue in full force and effect to secure the
indebtedness and obligations of Borrower under this Credit Agreement, the Note
and the other Loan Documents.



[remainder of page intentionally blank; signature page follows]




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SIGNATURE PAGE TO 

SECOND AMENDED AND
RESTATED CREDIT AGREEMENT




     IN WITNESS WHER OF, the parties hereto have-signed this Credit
Agreement, or have caused this Credit Agreement to be signed in their
respective names by an officer, hereunto duly authorized, on the
Amendment Effective Date.



	 	 	 	 	 	 	 
	 	 	METROPCS WIRELESS, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roger D. Linquist	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Roger D. Linquist	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	President and CEO	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL STREET COMMUNICATIONS, LLC,
	 
	 	 	 	 
	 	 	a Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert A. Gerard
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	ROBERT A. GERARD
	 
	 	 	 	 
	 

	 	Title:
	 	CHIEF EXECUTIVE OFFICER






 









 





Exhibits to

Second Amended and Restated Credit Agreement

by and between

MetroPCS Wireless, Inc.

and

Royal Street Communications, LLC




EXHIBITS:





	 	A.	 	FORM OF AMENDED AND RESTATED NOTE
	 
	 	B.	 	FORM OF AMENDED AND RESTATED SECURITY AGREEMENT
	 
	 	C.	 	COUNTERPART SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
	 
	 	D.	 	LEASEHOLD MORTGAGE
	 
	 	E.	 	WAIVER AND CONSENT
	 
	 	F.	 	FORM OF AMENDED AND RESTATED PLEDGE AGREEMENT

















 





EXHIBIT A




FORM OF NOTE




AMENDED AND RESTATED PROMISSORY NOTE



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE BORROWER THAT SUCH
REGISTRATION IS NOT REQUIRED.




                    ,
200___




     FOR VALUE RECEIVED, ROYAL STREET COMMUNICATIONS, LLC, a Delaware limited liability company
(the “Borrower”), promises to pay to the order of METROPCS WIRELESS, INC. (the “Holder”) at its
principal office at 8144 Walnut Hill Lane, Suite 800, Dallas, TX 75231, or at such other place as
the Holder may from time to time designate in writing, or to its assigns, the principal sum equal
to the Loans, or so much thereof as may be advanced from time to time and remain outstanding,
together with interest on the unpaid principal balance, at the rate of 11% per annum, compounded
quarterly commencing on the last day of the first calendar quarter following the Effective Date.
Interest shall be computed on the basis of a year with three hundred sixty (360) days, and the
actual number of days elapsed. This Note is issued pursuant to the Second Amended and Restated
Credit Agreement dated as of even date herewith by and among Borrower, Holder and certain other
persons that become parties thereto under the terms thereof as the same may be amended from time to
time (“Credit Agreement”).



     1. Defined Terms. All capitalized terms not defined herein shall have the meanings
given to them in the Credit Agreement.



     2. Payments. Payments of interest and principal shall be due and payable at such
times and in such amounts as set forth in the Credit Agreement. All payments made hereunder shall
be made in lawful tender of the United States in immediately available funds on the date on which
such payment shall be due.



     3. Payment at Maturity. The entire outstanding principal balance of this Note, all
interest accrued thereon, and all other amounts then due and owing under this Note and the Loan
Documents shall be due and payable in full on the Maturity Date.



     4. Default. The following shall be Events of Default under this Note:
(each, an “Event of Default”):



 









 






     a. The failure by Borrower to pay any amount when due under
this Note, which failure shall remain uncured for a period of five (5)
days after delivery of written notice of such failure; or




     b. The occurrence of an “Event of Default” as defined in the Credit
Agreement.



     5. Rights of Holder Upon Default. Upon the occurrence or
existence of any Event of Default and at any time thereafter during the
continuance of such Event of Default, Holder may declare the entire principal
sum of this Note, together with all unpaid accrued interest thereon, and all
unpaid fees, charges, costs and expenses, if any, owed by Borrower to Holder
hereunder or under any of the other Loan Documents, to be immediately due and
payable. In addition to the foregoing remedies, upon the occurrence or
existence of any Event of Default, Holder may exercise any other right, power
or remedy permitted to it by law, either by suit in equity or by action at law,
or both.



     6. Prepayment.




     a. Prepayment. Upon compliance with Section 6(b) below,
the Borrower shall have the right, at any time and from time to time, to
prepay this Note, without premium or penalty, either in whole or in part
but limited to increments of no less than $25,000 per prepayment, by
payment of the principal amount of this Note, or portion thereof to be
prepaid, and accrued interest thereon to the date of such prepayment.
Partial or total prepayments of this Note shall first be credited to
accrued interest due, then to the principal balance outstanding.




     b. Notice of Prepayment. The Borrower shall give notice to
Holder of any prepayment of this Note pursuant to Section 6(a) at least
three Business Days prior to the date fixed for such prepayment
specifying (a) the date of prepayment, and (b) the principal amount to be
prepaid on such date. Notice of prepayment having been so given, the
principal amount of this Note to be prepaid as specified in the notice,
together with accrued interest thereon shall become due and payable on
the prepayment date specified in such notice.



     7. Security. Borrower’s obligations under this Note are secured
by, among other things, an Amended and Restated Security Agreement (“Security
Agreement”) of even date herewith by and between Borrower and Holder creating a
lien and security interest on Borrower’s assets.



     8. Waivers and Rights of Holder. Except as may be otherwise
expressly set forth in this Note, Borrower hereby (i) waives demand,
presentment for payment, protest, notice of nonpayment, notice of protest,
notice of dishonor, and any and all exemption rights which it holds at law or
in equity with respect to the indebtedness evidenced by this Note, and (ii)
agrees that enforcement by Holder of any security for the performance of the
terms of this Note shall not constitute an election by it of remedies so as to
preclude the exercise of any other remedy available to it.



-2-









 




     9. Default Rate. As long as any payment due under this
Note remains past due (whether at the stated maturity, by acceleration or
otherwise) for five (5) days or more, interest under this Note shall accrue on
such overdue payment from the earlier of the due date of such payment at a rate
(the “Default Rate”) equal to Eighteen Percent (18.00%) per annum, in each case
from the date of such non-payment until such amount is paid in full (whether
after or before judgment).



     10. Payment of Expenses. From and after the occurrence of an
Event of Default, Borrower shall pay, on demand, all reasonable costs and
expenses of collection of this Note (including, without limitation, reasonable
attorneys’ fees), whether or not any suit or other legal proceedings shall be
instituted.



     11. Rights Cumulative. All rights and remedies of Holder under this
Note, under any security given to secure Borrower’s performance of the terms of
this Note (including, without limitation, the Security Agreement) and under
applicable law, are cumulative and not alternative. Failure of Holder at any
time to exercise any such rights or remedies shall neither constitute a waiver
of such rights or remedies nor bar the future exercise of any such rights or
remedies.



     12. No Usury. In the event that any payment under this Note shall
exceed the amount permitted by applicable law, such payment shall be reduced to
the maximum amount permitted by law and the excess shall be applied in reduction
of the principal amount of this Note. In the event that any such excess exceeds
the principal amount, the amount of such excess over the principal amount shall
be refunded to Borrower.



     13. Business Day. In the event that the date for performance of
any obligation under this Note falls on other than a Business Day, then such
obligation shall be performed on the next succeeding business day.



     14. Successors and Assigns. The rights and obligations of the
Borrower and the Holder of this Note shall be binding upon and benefit the
successors, assigns, heirs, administrators and permitted transferees of the
parties.



     15. Entire
Agreement; Amendments;Waiver. This Note, together
with the Credit Agreement, contains the entire agreement between Borrower and
Holder relating to the subject matter hereof. No amendment, modification,
termination, release, surrender or discharge of this Note shall be of any force
or effect except by an agreement in writing signed by Borrower and Holder. No
purported waiver of any of the provisions of this Note shall be valid or
effective unless the same is in writing and signed by the party against whom it
is sought to be enforced.



     16. Assignment by the Borrower. Except as expressly provided in
the Credit Agreement, neither this Note nor any of the rights, interests or
obligations hereunder may be assigned, by operation of law or otherwise, in
whole or in part, by the Borrower, without the prior written consent of the
Holder.



-3-









 





     17. Severability. In case any one or more of the provisions
contained in this Note shall for any reason be held to be invalid, illegal and
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof.



     18. Notices. All notices required or permitted under this Note
shall be in writing and shall be sufficient if given in the manner described in
the Credit Agreement.



     19. No Setoff. Payments on this Note shall be made without
setoff, counterclaim or deduction, and without further notice or demand to
Borrower or any other party.



     20. Records. Records of all borrowings evidenced by this Note and
all payments and prepayments of the principal hereof and interest hereon and
the respective dates thereof shall be maintained by the Lender, and such
records shall, absent manifest error, be conclusive and binding.



     21. Governing Law. This Note and all actions arising out of or in
connection with this Note shall be governed by and construed in accordance with
the laws of New York, without regard to the conflicts of law provisions of that
or of any other state.



     22. Time of Essence. Time is of the essence in the performance of
each and every term and provision of this Note.



     23. Amendment and Restatement. This Note amends and restates in
their entirety (but does not cancel or extinguish the indebtedness and
liability evidenced by, and shall not constitute a novation of) that certain
Promissory Note dated December 22, 2004 executed by Borrower in favor of
MetroPCS (as successor lender to Holdings) and that certain Promissory Note
dated January 24, 2005 executed by Borrower in favor of MetroPCS (as successor
lender to Holdings), in the original principal amount of the Loan Commitment
Amount as defined in each of the Original Agreement and the Existing Credit
Agreement.



[remainder of page intentionally blank; signature page follows]




 









 







SIGNATURE PAGE TO

AMENDED AND RESTATED PROMISSORY NOTE




     IN WITNESS WHEREOF, the Borrower has caused this Note to be
issued as of the date first written above.



	 	 	 	 	 	 	 
	 	 	ROYAL STREET COMMUNICATIONS, LLC,	 	 
	 
	 	 	 	 	 	 
	 	 	a Delaware limited liability Company	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Robert A. Gerard	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	ROBERT A. GERARD	 	 
	 

	 	Title:
	 	CHIEF EXECUTIVE OFFICER
	 	 






 









 





EXHIBIT B




FORM OF AMENDED AND RESTATED SECURITY AGREEMENT




     THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) executed
on December 15, 2005 as of December 22, 2004, is made between ROYAL STREET
COMMUNICATIONS, LLC, a Delaware limited liability company (“Grantor”), and
METROPCS WIRELESS, INC., a Delaware corporation (“Lender”).



RECITALS




     A. Grantor and the Lender have entered into that certain Second Amended and
Restated Credit Agreement executed on even date herewith (as the same may be
amended from time to time “Credit Agreement”) pursuant to which Lender has
agreed, subject to the terms and conditions therein, to make certain loans in an
aggregate amount set forth in the Credit Agreement (the “Loans”) and Grantor has
executed and delivered an amended and restated promissory note executed on even
date herewith evidencing amounts advanced by the Lender under the Credit
Agreement (the “Note”).



     B. In order to induce the Lender to enter into the Credit Agreement and to
continue to make the Loans, and in consideration therefor, the Grantor has
agreed to execute and deliver this Agreement to amend and restate that certain
Security Agreement, dated as of December 22, 2004 (the “Original Security
Agreement”), and that certain Security Agreement, dated as of January 24, 2005
(the “Existing Security Agreement”), each between the Grantor and the Lender (as
successor lender to Holdings), pursuant to which the Grantor has granted to the
Lender a perfected lien on and security interest in all of the Collateral (as
defined in each of the Original Security Agreement and the Existing Security
Agreement) to secure the Obligations (as defined in each of the Original
Security Agreement and the Existing Security Agreement).



     C. It is a condition precedent to the making of any further Loans that the
Grantor execute and deliver this Agreement to, among other things, amend and
restate the Original Security Agreement and the Existing Security Agreement on
the terms and conditions set forth herein.



     NOW THEREFORE, for and in consideration of the covenants and provisions
set forth herein, and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to amend and
restate the Original Security Agreement and the Existing Security Agreement
and further agree as follows:



     1. Grant of Security Interest. As security for the Obligations,
the Grantor hereby transfers, conveys, assigns, pledges and grants a
continuing and unconditional security interest to the Lender, and its
successors and assigns, in and to:




     a. all equipment (including all “Equipment” as defined in Section
9-102(a)(33) of the Uniform Commercial Code as in effect from time to
time in the State of New York, such code, together with any other
successor or applicable adoption of the



 









 







Uniform Commercial Code in any applicable jurisdiction, the “Code”),
machinery, vehicles, fixtures, improvements, supplies, office
furniture, fixed assets, all as now owned or hereafter acquired by the
Grantor or in which the Grantor has or hereafter acquires any interest,
and any items substituted therefor as replacements and any additions or
accessions thereto;




     b. all goods (including all “Goods” as defined in Section
9-102(a)(44) of the Code) and all inventory (including all “Inventory” as
defined in Section 9-102(a)(48) of the Code) of the Grantor, now owned or
hereafter acquired by the Grantor or in which the Grantor has or
hereafter acquires any interest, including but not limited to, raw
materials, scrap inventory, work in process, products, packaging
materials, finished goods, all documents of title, chattel paper and
other instruments covering the same and all substitutions therefor and
additions thereto (all of the property described in this clause (b) being
hereinafter collectively referred to as “Inventory”);




     c. all present and future accounts in which the Grantor has or
hereafter acquires any interest (including all “Accounts” as defined in
Section 9-102(a)(2) of the Code), contract rights (including all rights
to receive payments and other rights under all equipment and other
leasing contracts) and rights to payment and rights or accounts
receivable evidencing or representing indebtedness due or to become due
the Grantor on account of goods sold or leased or services rendered,
claims, instruments and other general intangibles (including tax refunds,
royalties and all other rights to the payment of money of every nature
and description), including but not limited to, any such right evidenced
by chattel paper, and all liens, securities, guaranties, remedies,
security interests and privileges pertaining thereto (all of the property
described in this clause (c) being hereinafter collectively referred to
as “Accounts”);




     d. all investment property now owned or hereafter acquired by the
Grantor, including, without limitation, all securities (certificated and
uncertificated), partnership, membership or other ownership interests or
profits interest owned by Grantor in or with regard to any corporation,
partnership, limited liability company or other legal entity, securities
accounts, securities entitlements, commodity contracts and
commodity accounts, including, without limitation, any shares,
equity securities, partnership, membership or other ownership interests
owned by Grantor (the “Securities”);




     e. all general intangibles now owned or hereafter acquired by the
Grantor or in which the Grantor has or hereafter acquires any interest,
(including all “General Intangibles” as defined in Section 9-102(a)(42)
of the Code) including but not limited to, choses in action and causes of
action and all licenses and permits (to the extent the collateral
assignment of such licenses and permits is not prohibited by Applicable
Law), registrations, franchises, corporate or other business records,
systems, designs, software, goodwill, logos, indicia, business
identifiers, inventions, processes, production methods, proprietary
information, know-how, trade-secrets, customer and client lists (to the
extent not prohibited by Applicable Law), and all trade-names,
copyrights, patents, trademarks (including service marks) or patent or
trademark applications and contract rights (including but not limited to
all rights to receive payments and other rights under all equipment and
other leasing contracts, instruments and documents owned or used by the Grantor, and any goodwill relating thereto);



-2-









 







     f. all other property owned by the Grantor or in which the Grantor
has or hereafter acquires any interest, wherever located, and of whatever
kind or nature, tangible or intangible, excluding, except to the extent
set forth in clause j below, any Licenses now or hereafter issued by the
FCC;




     g. all insurance policies of any kind maintained in effect by the
Grantor, now existing or hereafter acquired, under which any of the
property referred to in clauses (a) through (f) above is insured,
including but not limited to, any proceeds payable to the Grantor pursuant
to such policies;




     h. all monies, cash collateral, chattel paper, checks, notes,
bills of exchange, documents of title, money orders, negotiable
instruments, commercial paper, and other securities, instruments,
documents, deposit accounts, deposits and credits from time to time
whether or not in the possession of or under the control of the Lender;




     i. any consideration received when all or any part of the property
referred to in clauses (a) through (h) above is sold, transferred,
exchanged, leased, collected or otherwise disposed of, or any value
received as a consequence of possession thereof, including but not
limited to, all products, proceeds (including all “Proceeds” as defined
in Section 9-102(a)(64) of the Code), cash, negotiable instruments and
other instruments for the payment of money, chattel paper, security
agreements or other documents, insurance proceeds or proceeds of other
proceeds now or hereafter owned by the Grantor or in which the Grantor
has an interest; and




     j. all “Proceeds” as defined in Section 9-102(a)(64) of the Code of
all Licenses now or hereafter issued by the Federal Communications
Commission or any successor thereto, and solely to the extent if any
permitted by Applicable Law, all such licenses and permits.



     The property set forth in clauses (a) through (j) of the preceding
sentence, together with property of a similar nature which the Grantor
hereafter owns or in which the Grantor hereafter acquires any interest, is
referred to herein as the “Collateral.”



     2. Representations and Warranties. The Grantor represents,
warrants and agrees that:




     a. Grantor has and shall have good and marketable title to all the
Collateral, wherever and whenever acquired, free and clear of any lien
except as permitted by the Credit Agreement, and the Grantor has not
filed, nor is there on record, a financing statement under the Code (or
similar statement or instrument of registration under the law of any
jurisdiction) covering any Collateral except as permitted by the Credit
Agreement;




     b. Grantor has the requisite limited liability company power and
authority and legal right to pledge the Collateral to Lender as provided
herein;



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     c. Grantor has paid when due all taxes, fees, assessments and other charges
now or hereafter imposed upon the Collateral except for any tax, fee,
assessment or other charge the validity of which is being contested in
good faith by appropriate proceedings and which may not result in any
material impairment of the lien of the Lender on such Collateral and,
except for any tax, fee, assessment or other charges assessed
subsequent to the Lender’s foreclosure on such Collateral pursuant to
the Loan Documents;




     d. as a result of the execution and delivery of this Agreement and
the filing of any financing statements or other documents necessary to
assure, preserve and perfect the security interest created hereby, and
except as permitted by the Credit Agreement, the Lender shall have a
valid, perfected, enforceable lien on, and a continuing security interest
in, the Collateral, enforceable and superior, subject to Permitted Liens,
as such as against creditors and purchasers (other than purchasers of
Inventory in the ordinary course of business) and as against any owner of
real property where any of the equipment or Inventory is located and as
against any purchaser of such real property and any present or future
creditor obtaining a mortgage or other lien on such real property, and
such lien shall be superior and prior to all other liens on the
Collateral;




     e. the chief executive office of the Grantor is at PO Box 2365,
Southampton, New York 11969, and the Grantor maintains its books of
account and records only at such address; and




     f. none of the Collateral is held by a third party in any location as
assignee, trustee, bailee, consignee or in any similar capacity.


All representations, warranties and agreements of the Grantor contained in
this Agreement shall survive the execution, delivery and performance of this
Agreement until the termination of this Agreement pursuant to Section 13
hereof.




     3. Covenants. The Grantor hereby covenants to and agrees with the
Lender that so long as this Agreement shall remain in effect or any
Obligations shall remain unpaid or unperformed:




     a. The Grantor shall promptly give written notice to the Lender of
any levy or attachment, execution or other process against any of the
Collateral;




     b. The Grantor at its sole cost and expense shall take any and all
actions reasonably necessary or desirable to defend the Collateral against
the claims and demands of all persons other than the Lender and holders of
adverse liens permitted by the Credit Agreement and to defend the security
interest of the Lender in the Collateral and the priority thereof against
any adverse lien of any nature not permitted by the Credit Agreement;




     c. The Grantor shall keep all tangible Collateral properly insured in
the manner and form required under the Credit Agreement and in good order
and repair (normal wear and tear excepted) and promptly notify the Lender
of any event causing any material loss, damage or depreciation in value of
the Collateral and of the extent of such loss, damage or depreciation;



-4-









 







     d. The Grantor shall mark any Collateral that is chattel paper with a
legend showing the Lender’s lien and security interest therein;




     e. The Grantor shall not (i) amend or terminate any contract or other
document or instrument constituting part of the Collateral, except for
transactions in the ordinary course of business substantially consistent
with industry practice; or (ii) voluntarily or involuntarily exchange,
lease, sell, transfer or otherwise dispose of any Collateral, except as
otherwise permitted under the Credit Agreement;




     f. The Grantor at all times shall keep accurate and complete records
of the Collateral and, upon the reasonable request of the Lender, shall
furnish the Lender a schedule or schedules, in form and substance
reasonably satisfactory to the Lender, describing such Collateral as the
Lender may require;




     g. The Lender, or any of its agents, shall have the right to call at
the Grantor’s place or places of business during normal business hours at
intervals to be determined by the Lender and without hindrance or delay
after notice to the Grantor, to inspect the Collateral and to inspect,
audit, verify, check and make extracts from the books, records, journals,
orders, receipts, correspondence and other data relating to the
Collateral;




     h. If any of the Accounts or General Intangibles of the Grantor
arise out of contracts with the United States or any department, agency
or instrumentality thereof, the Grantor shall promptly notify the Lender
in writing and execute any instruments and take any steps required by
the Lender in order that all monies due and to become due under such
contracts shall be assigned to the Lender and notice thereof given to
the United States Government under the Federal Assignment of Claims Act;




     i. Without the prior written consent of the Lender or except as
otherwise permitted by this Agreement or the Credit Agreement, the
Grantor will not (1) pledge, assign or grant a security interest in any
of the Collateral to anyone except the Lender, (2) permit any lien or
encumbrance to attach to any of the Collateral, (3) permit any levy to
be made on the Collateral or (4) permit any financing statement (except
any financing statements executed by Grantor for the benefit of Lender
as secured party) to be on file with respect to any Collateral;
provided, however, that in the event that Lender or its
Affiliates are in breach under the Credit Agreement or the Equipment and
Facilities Lease Agreement, then Borrower shall be permitted to purchase
equipment from a third party seller and to issue such third party seller
a first priority purchase money security interest solely in the acquired
equipment;




     j. The Grantor shall pay and discharge when due all taxes, levies
and other charges on the Collateral, unless such tax, levy or other
charge is being contested in good faith and with respect to which
adequate reserves (as determined in accordance with generally accepted
accounting principles) have been established and are being maintained
and unless such tax, levy or other charge is assessed subsequent to the
Lender’s foreclosure on such Collateral pursuant to the Loan Documents;



-5-









 






     k. If any Inventory or Equipment shall become in the possession or
control of any third party, the Grantor shall notify such third party of
the security interest created hereby and instruct such third party to
hold such Inventory and Equipment for the Lender’s account and subject
to the Lender’s instructions. If any Collateral is subject to a
certificate of title at any time, the Grantor shall deliver such
certificate of title to the Lender together with such documents as shall
be necessary to cause the security interest of the Lender to be noted
thereon;




     l. If at any time Grantor shall receive any shares of stock or
stock certificates, or any other instruments evidencing Securities,
Grantor shall promptly deliver any such instruments to Lender as
additional security for the Obligations, all of which additional
security shall constitute Collateral. With respect to any Collateral
that is an “uncertificated security” for purposes of the Code (other
than any “uncertificated securities” credited to a Securities Account
under the control of the Lender), Grantor shall cause the issuer of such
uncertificated security to either (i) register the Lender as the
registered owner thereof on the books and records of the issuer or (ii)
execute an agreement, in form and substance satisfactory to the Lender
pursuant to which such issuer agrees to comply with the Lender’s
instructions with respect to such uncertificated security without
further consent by such Grantor; or




     m. Upon the occurrence and during the continuation of an Event of
Default, any dividends or other distributions received by Grantor on
account of the Collateral shall be held in trust by Grantor for the
benefit of the Lender, and Grantor shall immediately notify Lender in
writing, and shall, if Lender so instructs, immediately pay over such
dividends or other distributions to Lender as Collateral.



     4. Events
of Default. Each of the following shall constitute an
“Event of Default” hereunder:




     a. The occurrence of a default or an “Event of Default” under the
Note or the Credit Agreement; or




     b. [Intentionally Removed].



     5. Remedies
Upon Default. Upon the occurrence and during the
continuation of an Event of Default, after any applicable cure period, and at
any time thereafter, Lender may (but shall not be required to) take any or all
of the following actions simultaneously or in any order which it may choose:




     a. The Lender may from time to time take whatever action at law or
in equity may appear necessary or desirable in order to collect the
monies payable hereunder or secured hereby or to enforce performance and
observance of any obligation, agreement or covenant hereunder.




     b. The Lender may foreclose its security interest in any of the
Collateral in any way permitted by law; and the Lender may thereupon, or
at any time thereafter, in its sole discretion, without notice or demand
(except such notice as may be specifically required by law) and with or
without having the Collateral at the time or place of sale,



-6-









 







sell or otherwise dispose of the Collateral, or any part thereof, at one
or more public or private sales, at any time or place, at such price or
prices and upon such terms, either for cash, credit or future delivery,
as the Lender may elect. In the exercise of such remedy, the Lender may
sell all of the Collateral as a unit even though the sales price thereof
may be in excess of the amounts remaining unpaid on the Obligations. To
the extent not prohibited by Applicable Law, the Lender is authorized at
any sale or other disposition of the Collateral, if it deems it
advisable so to do, to restrict (with respect to any Securities that are
part of the Collateral) the prospective bidders or purchasers thereof to
persons who will represent and agree that they are purchasing for their
own account for investment, and not with a view to the distribution or
resale of any of the Collateral. At any such public sale the Lender may
bid for and become the purchaser of all or any part of the Collateral,
and such sale or sales may be held without demand of performance, notice
of intention to sell, the time or place of sale or any other matter,
except for such notice as may be specifically required by law; and the
purchaser at any such sale or other disposition shall thereafter hold
the Collateral sold absolutely free from any claim or right of the
Grantor of whatsoever kind, including any right of redemption of the
Grantor, all such rights being hereby expressly waived and released by
the Grantor to the extent permitted by law.




     c. The Lender may proceed by a suit or suits at law or in equity to
foreclose this Agreement and to sell the Collateral or any portion thereof
pursuant to a judgment or decree of a court or courts having competent
jurisdiction or pursuant to a proceeding by a court-appointed receiver.
The Grantor hereby assents to the passage of a decree for the sale of any
of the Collateral by any court having jurisdiction. In any action
hereunder, the Lender shall be entitled to the appointment of a receiver
without notice, to peaceably take possession of all or any portion of the
Collateral and to exercise such powers as the court shall confer upon the
receiver. Notwithstanding the foregoing, if an Event of Default shall
occur and be continuing, the Lender shall be entitled to apply, without
notice to the Grantor, any cash or cash items constituting Collateral in
its possession to payment of the Obligations.




     d. Lender shall have the right, in its sole discretion, to apply for
and have a receiver appointed by a court of competent jurisdiction in any
action taken by Lender to enforce its rights and remedies hereunder in
order to manage, protect and preserve the Collateral and continue the
operation of the business of Grantor and to collect all revenues and
profits thereof and apply the same to the payment of all expenses and
other charges of such receivership, including but not limited to the
compensation of the receiver, until a sale or other disposition of such
Collateral shall be finally made and consummated. Lender and Grantor
acknowledge and agree that in connection with any exercise by the Lender
of its rights hereunder to dispose of or operate under certain of the
Collateral, it may be necessary to obtain the prior consent or approval of
certain governmental authorities. Upon the exercise by Lender of any
power, right, privilege or remedy pursuant to this Agreement which
requires any consent or approval of any governmental authority, Grantor
will execute and deliver, or will cause the execution and delivery of, all
applications, certificates and other documents which may reasonably be
required to obtain such approval or consent. Grantor shall cooperate in
good faith with Lender and any purchaser of the Collateral in obtaining
any such approvals or consents.



-7-









 






     e. The Grantor hereby authorizes and empowers the Lender to sell its
interest in the Collateral in accordance with any Applicable Law. Such
Collateral or any interest therein may be sold upon such terms and in as
many lots as the person conducting the sale may, in his sole discretion,
elect. No readvertisements of any sale shall be required if the sale is
adjourned by announcement, at the time or place set therefor, of the date,
time or place to which the same is to be adjourned.




     f. The Lender may, to the extent not prohibited by Applicable Law,
exercise any and all rights of conversion, exchange or subscription and
any other rights, privileges or options pertaining to any of the
Collateral, as if the Lender were the absolute owner thereof, including
(without limitation) the right to exchange, at its discretion, any and all
of the Collateral upon the merger, consolidation, reorganization,
recapitalization or other readjustment of any subsidiary of Grantor.




     g. The Lender may take possession of the Collateral pursuant hereto
without legal process and without incurring liability to the Grantor
therefor for the purpose of exercising its rights hereunder.




     h. The Lender may (1) notify all or any of the makers, account
debtors or any person obligated to the Grantor for any amount with
respect to an Account or General Intangible (collectively, the
“obligors” and individually, an obligor”) that the Accounts and the
General Intangibles have been assigned to the Lender and to request
confirmation from any obligor of the amount shown by the Accounts or the
General Intangibles to be payable or any other matter stated therein or
relating thereto, and such notices may be given by the Lender in its own
name or in the name of the Grantor; (2) demand, collect or compromise
for any and all sums that are now or may hereafter become due or owing
on any Account or General Intangible; (3) enforce payment of any Account
or General Intangible either in its own name or in the name of the
Grantor; and (4) endorse in the name of the Grantor, and to collect, any
instruments tendered or received in payment of any Account or General
Intangible. The Lender under no circumstances shall be under any duty to
act in regard to any of the foregoing matters. The Grantor appoints the
Lender, and any officer or employee of the Lender as the Lender from
time to time may designate, as attorneys-in-fact for the Grantor, to
sign and endorse in the name of the Grantor, to give notices in the name
of the Grantor and to perform all other actions necessary or desirable
in the reasonable discretion of the Lender to effect these provisions
and carry out the intent hereof. This power, being coupled with an
interest, is irrevocable so long as any Account or General Intangible
assigned to the Lender remains unpaid and this Agreement has not been
terminated in accordance with the terms hereof.




     i. At the option of the Lender, the Grantor agrees that, upon
receipt of all checks, drafts, cash and other remittances in payment or
on account of the Accounts or the General Intangibles (collectively,
the “payments” and individually, a “payment”), the Grantor will deposit
the same in a special bank account designated by Lender, over which the
Lender has the exclusive right of withdrawal, and will designate with
each such deposit the particular Account or General Intangible upon
which the payment was made. The funds in such special account shall be
held by the Lender as security for the Obligations. The payments shall
be deposited in precisely the form received except for



-8-









 







the endorsement of the Grantor where necessary to permit collection of
such items, which endorsement the Grantor agrees to make, and which the
Lender is authorized to make on the Grantor’s behalf. Pending such
deposit, the Grantor agrees that it will not commingle any payments with
any of the Grantor’s funds or property, but will hold them separate and
apart therefrom and upon an express trust for the Lender until deposit
thereof is made in the special account. The Lender, at any time and from
time to time after the occurrence of an Event of Default, in its sole
discretion, may apply any part of the credit balance in the special
account to the payment of the Obligations.




     j. The Lender may exercise any other right or remedy with respect
to any of the Collateral given to secured parties under the applicable
Code or other Applicable Law.




     k. Any notification required by Section 9-611 of the Code shall be
deemed reasonably and properly given if mailed, certified or registered
mail, postage prepaid, to the Grantor, at least ten (10) days before any
sale or disposition of any of the Collateral which is subject to the
Code. Any advertisement of the sale or other disposition of such
Collateral shall be deemed to be reasonable if such advertisement is
placed in a newspaper of general circulation in or about the location of
the chief executive offices or principal place of business of Grantor or
the location of the sale at least once in each of the two (2) calendar
weeks immediately preceding the sale.




     l. At the request of Lender, the Grantor shall deliver to the
Lender all original and other documents evidencing and relating to the
sale and delivery of Inventory or Accounts, including but not limited
to, all original orders, invoices and shipping receipts. The Grantor
shall also furnish to the Lender, promptly upon the request of the
Lender, such reports, reconciliations and aging balances regarding
Accounts as the Lender may request from time to time.



     All of Lender’s rights and remedies hereunder, under the Note and under
any of the other Loan Documents shall be cumulative and not exclusive, and
shall be enforceable alternatively, successively or concurrently as Lender
may, in its sole discretion, deem expedient. Lender shall have no obligation
to preserve rights in the Collateral or marshal any of the Collateral for the
benefit of any person or entity. The Obligations are recourse obligations.
Accordingly, the exercise of Lender’s remedies hereunder, or any of them,
including, without limitation, foreclosure on the Collateral, shall not result
in a satisfaction or discharge of the Obligations or otherwise limit Lender’s
ability to exercise its other remedies hereunder.



     6. Application
of Proceeds. Any proceeds received from the
exercise of any remedy hereunder, after deducting therefrom any and all costs
and expenses reasonably incurred in securing possession of any Collateral, in
shipping and storing the Collateral, in preparing the Collateral for sale or
otherwise dealing with Collateral prior to any sale or other disposition
thereof and in connection with the sale or other disposition thereof
(including, without limitation, reasonable attorneys’ and accountants’ fees
and brokers’ commissions), shall be applied toward the payment of any and all
amounts due under or with respect to the Obligations, including interest, and
all other costs and expenses reasonably incurred by the Lender in connection
with this Agreement which are then due and payable, in such order and amounts
as the Lender, in its



-9-









 




sole discretion, may elect. If such net proceeds should be insufficient
to pay all of the amounts due under or with respect to the Obligations,
including interest, that are due and payable and all such other costs and
expenses reasonably incurred by the Lender, and a deficiency shall result,
the Grantor shall nevertheless remain liable for such deficiency; and if such
net proceeds should be more than sufficient to pay the same, such surplus
shall be accounted for and, if any Obligations remain outstanding but are not
yet due and payable, retained by the Lender, who shall hold the same as
security for the Obligations; and if no Obligations remain outstanding, such
surplus shall be paid over to the Grantor or whomever a court of competent
jurisdiction shall determine to be entitled thereto.




     7. Powers of Attorney. The Grantor hereby irrevocably appoints
the Lender (and any officer or agent of the Lender) as its true and lawful
attorney-in-fact, with power of substitution for and in the name of the Lender
or otherwise, for the use and benefit of the Lender, effective upon the
occurrence and during the continuance of an Event of Default and to the extent
not prohibited by Applicable Law: (i) to receive, endorse the name of the
Grantor upon and deliver any notes, acceptances, checks, drafts, money orders
or other evidences of payment that may come into the possession of the Lender
with respect to the Collateral; (ii) to cause the Grantor’s mail to be
transferred to the Lender’s own offices and to receive and open all mail
addressed to the Grantor for the purposes of removing any such notes,
acceptances, checks, drafts, money orders or other evidences of payment; (iii)
to demand, collect and receive payment in respect of the Collateral and to
apply any such payments directly to the payment of the Obligations; (iv) to
receive and give discharges and releases of all or any of the Collateral; (v)
to commence and prosecute any and all suits, actions or proceedings at law or
in equity in any court of competent jurisdiction, to collect or otherwise
realize on all or any part of the Collateral or to enforce any rights in
respect thereof; (vi) to sign the name of the Grantor on any invoice or bill
of lading relating to any of the Collateral; (vii) to send verification of any
Accounts to any account debtor or customer; (viii) to notify any account
debtor or other obligor of the company with respect to any Collateral to make
payment to the Lender; (ix) to settle, compromise, compound, adjust or defend
any actions, suits or proceedings relating or pertaining to all or any of the
Collateral; (x) to take any action for purposes of carrying out of the terms
of this Agreement; (xi) to enforce all of the Grantor’s rights and powers
under and pursuant to any and all agreements with respect to the Collateral;
and (xii) generally to sell, assign, transfer, pledge, make any agreement with
respect to or otherwise deal with all or any of the Collateral, and to do all
other acts and things necessary to carry out this Agreement, as fully and
completely as though the Lender were the absolute owner of the Collateral for
all purposes; provided, however, that nothing herein contained shall be
construed as requiring or obligating the Lender to make any commitment or to
make any inquiry as to the nature or sufficiency of any payment received by
the Lender, or to present or file any claim or notice, or to take any action
with respect to the Collateral or any part thereof or the moneys due or to
become due in respect thereof or any property covered thereby, and no action
taken by the Lender or omitted to be taken with respect to the Collateral or
any part thereof shall give rise to any defense, counterclaim or offset in
favor of the Grantor or to any claim or action against the Lender. It is
understood and agreed that the power of attorney granted to the Lender for the
purposes set forth above in this Section 7 is coupled with an interest and is
irrevocable and the Grantor hereby ratifies all actions taken by its
attorney-in-fact by virtue hereof. The provisions of this Section 7 shall in
no event relieve the Grantor of any of its obligations hereunder or under any
of the other Loan Documents with respect to the Collateral or any part thereof
or impose any obligation on the Lender to proceed in



-10-









 




any particular manner with respect to the Collateral or any part
thereof, or in any way limit the exercise by the Lender of any other or
further right which it may have on the date of this Agreement or hereafter,
whether hereunder, under any of the other Loan Documents, by law or otherwise.




     8. Collateral Reserve Account. If requested by the Lender to do so
on or at any time after an Event of Default has occurred and during its
continuance, Grantor shall establish and thereafter maintain with the Lender or
its designee a demand deposit account for the concentration and collection of
proceeds of certain Collateral (the “Collateral Reserve Account”) into which the
Grantor shall transfer and deliver all cash, checks, drafts, items and other
instruments for the payment of money which it now has or may at any time
hereafter receive in full or partial payment for the Collateral or otherwise as
proceeds of the Collateral and, pending such transfer and delivery, Grantor
shall be deemed to hold same in trust for the benefit of the Lender. Grantor
shall not be entitled to withdraw funds on deposit in the Collateral Reserve
Account after its inception without the prior written consent of the Lender;
provided, however, that, at any time during which collected funds exist on
deposit in the Collateral Reserve Account, the Lender may withdraw such
deposits, or any portion thereof, therefrom, for application against the
Obligations in such manner as the Lender, in its sole discretion, may determine.



     9. Collections. Upon the occurrence and during the continuance of
an Event of Default, the Lender may, in its sole discretion, in its name or in
the name of the Grantor, or otherwise, (a) demand, sue for, collect or receive
any money or property at any time payable or receivable on account of or in
exchange for, or make any compromise or settlement deemed desirable with respect
to any of the Collateral, but shall be under no obligation to do so, or (b)
extend the time of payment, arrange for payment in installments, or otherwise
modify the term of, or release, any of the Collateral, without thereby incurring
responsibility to, or discharging or otherwise affecting any liability of, the
Grantor, other than to discharge the Grantor in so doing with respect to
liabilities of the Grantor to the extent that the liabilities are paid or
repaid. After the occurrence and during the continuance of an Event of Default,
any money, checks, notes, bills, drafts, or commercial paper received by the
Grantor shall be held in trust for the Lender and any other Lender having rights
thereto senior to the Lender and shall be promptly turned over to the Lender or
any other Lender having rights thereto senior to the Lender as their interest
shall appear. The Lender may make such payments and take such actions as the
Lender, in its sole discretion, deem necessary to protect its security interest
in the Collateral or the value thereof, and the Lender is hereby unconditionally
and irrevocably authorized (without limiting the general nature of the authority
hereinabove conferred) to pay, purchase, contest or compromise any liens which
in the judgment of the Lender appear to be equal to, prior to or superior to its
security interest in the Collateral and any liens not expressly permitted by
this Agreement, the Credit Agreement or the other Loan Documents.



     10. Expenses. The Grantor shall pay, when due, any and all
reasonable fees, taxes or (other than taxes based on the income of Lender) other
charges imposed in connection with the granting of the security interests
hereunder including, without limitation, any fees imposed in connection with
recordation of instruments necessary or desirable in order to reflect,
effectuate or release such security interests.



-11-









 





     11. Notices. All notices and other communications given to or made
upon any party hereto in connection with this Agreement shall, except as
otherwise expressly herein provided, be in writing and mailed via certified
mail, sent by Federal Express or other similar express delivery service for next
day delivery, faxed (with a confirming copy sent by such a express delivery
service for next day delivery) or hand delivered to the respective parties to
their respective addresses set forth or referenced in Section 7.10 of the Credit
Agreement, or in accordance with any subsequent written direction delivered in
accordance with this section from the recipient party to the sending party. All
such notices and other communications shall, except as otherwise expressly
herein provided, be effective upon delivery if delivered by hand; in the case of
certified mail, three Business Days after the date sent; in the case of any fax,
when received; or in the case of express delivery service, the day after
delivery of the notice to such service with charges prepaid.



     12. Assignability and Parties in Interest. This Agreement shall
not be assignable by Grantor without the written consent of Lender. Lender
shall have the right to assign this Agreement without Grantor’s consent to any
person at Lender’s sole discretion, including to Bear, Stearns & Co. Inc. or any
Affiliate thereof. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.



     13. Termination. This Agreement shall terminate and the Security
Interest shall be released upon the earliest to occur of (i) the payment and
satisfaction in full of the Note and all of the Obligations relating to the
Note; or (ii) the mutual agreement of Grantor and Lender.



     14. Certain Waivers; Grantor Not Discharged. The Grantor
expressly and irrevocably waives (to the extent permitted by Applicable Law)
presentment, demand of payment and protest of nonpayment in respect of its
Obligations under this Agreement. The obligations and duties of the Grantor
hereunder are irrevocable, absolute, and unconditional and shall not be
discharged, impaired or otherwise affected by (a) the failure of the Lender to
assert any claim or demand or to enforce any right or remedy against the Grantor
or any waiver, consent, extension, indulgence or other action or inaction in
respect thereof, (b) any extension or renewal of any part of the Obligations,
(c) any rescission, waiver, amendment or modification of any of the terms or
provisions of the Credit Agreement or any of the Loan Documents, (d) the release
of any liens on or security interests in any part of the Collateral or the
release, sale or exchange of or failure to foreclose against any security held
by or for the benefit of the Lender for payment or performance of the
Obligations, (e) the bankruptcy, insolvency or reorganization of the Grantor or
any grantee or any other persons, (f) the invalidity or unenforceability of the
Credit Agreement or any of the Loan Documents, (g) any change, restructuring or
termination of the corporate structure or existence of the Grantor or any
grantee or any restructuring or refinancing of all or any portion of the
Obligations, or (h) any other event which under law would discharge the
obligations of a surety.



     15. Transfer of Security Interest. The Lender may transfer to any
other person all or any part of the liens and security interests granted hereby,
and all, or any part of the Collateral which may be in the Lender’s possession
after the occurrence and during the continuance of an Event of Default or, if to
a successor Lender in accordance with the Credit Agreement, at any time. Upon
such transfer, the transferee shall be vested with all the rights and powers of
the Lender hereunder with respect to such of the Collateral as is so
transferred, but, with respect to



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any of the Collateral not so transferred, the Lender shall retain all of their
rights and powers (whether given to it in this Agreement, or otherwise). The
Lender may, at any time, assign all or any portion of its rights as the Lender
hereunder to any person in the Lender’s discretion, including without
limitation Bear Stearns & Co. Inc. or any Affiliate thereof, and upon notice
to the Grantor, but without any requirement for consent or approval by or from
Grantor, and any such assignment shall be valid and binding upon the Grantor,
as fully as it had expressly approved the same.




     16. Indemnity; Reimbursement of Lender. The Grantor agrees to
indemnify, defend and hold the Lender harmless from and against any and all
claims, demands, losses, judgments and liabilities (including but not limited
to, liabilities for penalties) of any nature, and to reimburse the Lender for
all reasonable costs and expenses, including but not limited to attorneys’ fees
and expenses, arising from this Agreement or the exercise of any right or remedy
granted to the Lender hereunder, except to the extent such claims arise out of
Lender’s gross negligence, willful misconduct or fraud. In no event shall the
Lender be liable for any matter or thing in connection with this Agreement other
than to account for moneys actually received by the Lender in accordance with
the terms hereof. All indemnities contained in this Section 16 and elsewhere in
this Agreement shall survive the expiration or earlier termination of this
Agreement.



     17. No Liability for Collateral. Beyond the exercise of
reasonable care in the custody of any Collateral, the Lender shall not, under
any circumstance or in any event whatsoever, have any liability for any part of
the Collateral, nor shall the Lender have any liability for any error or
omission or delivery of any kind incurred in the good faith settlement,
collection or payment of any of the Collateral or any monies received in payment
therefor or for any damages resulting therefrom, nor shall this Agreement impose
upon the Lender any obligation to perform any obligation with respect to the
Collateral. The costs of collection, notification and enforcement, including
but not limited to, attorneys’ fees and out-of-pocket expenses, shall be borne
solely by the Grantor, whether the same are incurred by the Grantor or the
Lender.



     18. Definitions. Any capitalized terms used herein which are not
defined herein shall have the meaning ascribed to such term in the Credit
Agreement.



     19. Governing Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of New York,
without regard to its conflict of laws principles, except to the extent that the
perfection and the effect of perfection or non-perfection of any security
interests created hereby is governed by the laws of a jurisdiction other than
the State of New York.



     20. Complete Agreement. This Agreement and the Credit Agreement
contain the entire agreement between the parties hereto with respect to the
transactions contemplated herein and, except as provided herein, supersede all
previous oral and written and all contemporaneous oral negotiations,
commitments, writings and understandings.



     21. Amendments and Waivers. This Agreement may be amended only by a
writing signed by the Grantor and Lender. No delay or omission on the part of
any party hereto in exercising any right hereunder shall operate as a waiver of
such right or any other right



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hereunder or operate to constrain the rights of any other parties hereunder.
No waiver of any one right shall operate as a waiver of any subsequent right.




     22. Interpretation. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.



     23. Continuing Lien. It is the intent of the parties hereto that
(a) this Agreement shall constitute a continuing agreement as to any and all
future, as well as existing transactions, between the Grantor and the Lender
under or in connection with the Notes, and (b) the security interest provided for
herein shall attach to after-acquired as well as existing Collateral and the
Obligations covered by this Agreement shall include any future advances under or
in connection with the Credit Agreement.



     24. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one contract, and shall become effective when
copies hereof which, when taken together, bear the signatures of each of the
parties hereto shall be delivered or mailed to the Lender.



     25. Severability. If any provision of this Agreement shall be held
to be invalid, illegal or unenforceable in any material respect, such provision
shall be replaced with a provision which is as close as possible in effect to
such invalid, illegal or unenforceable provision, and still be valid, legal and
enforceable, and the validity, legality and enforceability of the remainder of
this Agreement shall not in any way be affected or impaired thereby, unless the
parties otherwise so provide.



     26. Venue; Waiver of Jury Trial.




     a. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURT
OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK SOLELY IN
RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF
THIS AGREEMENT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND
HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY
ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF
OR OF ANY SUCH DOCUMENT, THAT IT IS NOT SUBJECT THERETO OR THAT SUCH
ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN
SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS
AGREEMENT, OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS,
AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO
SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH A STATE OR
FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT
JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER
OF SUCH DISPUTE.



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     b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES
THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,
(iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 26(b).



     27. Further Assurances. Grantor agrees, from time to time, at its
expense, to do such further things, to execute, acknowledge, deliver and cause
to be duly filed all such further instruments and documents and take all such
actions as the Lender may from time to time reasonably request for the better
assuming and preserving of the security interests and rights and remedies
created hereby, including, without limitation, the execution and delivery of
such financing statements or continuation statements, and amendments thereto, as
may be necessary or desirable, or as Lender may request in order to perfect and
preserve the security interests granted hereby. Grantor hereby authorizes Lender
or its agent to file such financing statements and/or such continuation
statements and amendments thereto relating to all or any part of the Collateral
without its signature, where permitted by law. A carbon, photographic or other
reproduction of this Agreement or any financing statement covering the
collateral granted hereby or any part thereof shall be sufficient as a financing
statement where permitted by law.



     28. Amendment and Restatement. This Agreement amends and restates
in their entirety the Original Security Agreement and the Existing Security
Agreement, and from and after the Effective Date hereof, and subject to the
terms hereof, the terms and provisions of the Original Security Agreement and
the Existing Security Agreement shall be superseded by the terms and provisions
of this Agreement. The Grantor hereby agrees that (i) the liens and security
interest granted by Grantor under the Original Security Agreement and the
Existing Security Agreement shall be deemed to be liens and security interests
securing the indebtedness, Obligations, borrowings, advances and liabilities
under the Credit Agreement and shall remain outstanding and governed by this
Agreement, and shall not constitute a novation, and (ii) all liens and security
interests securing the indebtedness, Obligations, borrowings, advances and
liabilities under the Original Agreement and the Existing Credit Agreement shall
continue in full force and effect to secure the indebtedness and Obligations of
Borrower under the Credit Agreement, the Note and the other Loan Documents.



[remainder of page intentionally blank; signature page follows]




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SIGNATURE PAGE TO

AMENDED AND RESTATED SECURITY AGREEMENT




     IN WITNESS WHEREOF, the Grantor and Lender have caused this
Agreement to be executed as of the date first above written.



	 	 	 	 	 	 	 
	 	 	GRANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL STREET COMMUNICATIONS, LLC,	 	 
	 
	 	 	 	 	 	 
	 	 	a Delaware limited liability, company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert A. Gerard	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	ROBERT A. GERARD	 	 
	 

	 	Title:
	 	CHIEF EXECUTIVE OFFICER	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	METROPCS WIRELESS, INC.,	 	 
	 
	 	 	 	 	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roger D. Linquist	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Roger D. Linquist	 	 
	 

	 	Title:
	 	President and CEO
	 	 






 









 






EXHIBIT C




FORM OF COUNTERPART SIGNATURE PAGE




COUNTERPART SIGNATURE PAGE

TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     1. Agreement to be Bound. The undersigned (the “Holding Subsidiary”)
hereby agrees to be bound by all of the terms and conditions of that certain
Amended and Restated Credit Agreement, executed on December 15, 2005 as of the
December 22, 2004, by and between MetroPCS Wireless, Inc. and Royal Street
Communications, LLC, and the Holding Subsidiaries that from time to time become
parties thereto (as the same may be amended from time to time, the “Credit
Agreement”).



     2. Capitalized Terms. All capitalized terms used herein shall have the
meanings given to them in the Credit Agreement; provided that all references to
Borrower in the Credit Agreement and in this Counterpart Signature Page (this
“Agreement”) shall mean Borrower and Holding Subsidiary.



     3. [Intentionally Deleted].



     4. Notice Address. The notice address of the undersigned for purposes of
Section 7.10 of the Credit Agreement is as follows:



	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






     5. Representations and Warranties. Holding Subsidiary hereby
represents and warrants to Lender as follows:




     a. Holding Subsidiary is [a limited liability company] [corporation]
duly organized, validly existing and in good standing under the laws of
the State of Delaware with all requisite power and authority to own its
properties and conduct its business as now being conducted, and is duly
qualified to do business as a foreign limited liability company in good
standing in each jurisdiction where the ownership of its properties or
the conduct of its business makes such qualification necessary, except
in those jurisdictions where failure so to qualify will not permanently
impair title to a material amount of its properties or its rights to
enforce in all material respects contracts against others or expose it to
substantial liabilities in such jurisdictions.




     b. Holding Subsidiary has all requisite power and authority to
execute, deliver and perform its obligations under this Agreement, the
Credit Agreement and the




 










 





other Loan Documents to which it is a party. Holding Subsidiary has taken all action
necessary to authorize this Agreement and the other Loan Documents to which it is a party. This
Agreement, the Credit Agreement and the other Loan Documents have been duly authorized, executed
and delivered by Holding Subsidiary and are the legal, valid and binding obligations of Holding
Subsidiary enforceable in accordance with their terms, except as such enforceability may be
limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of
creditors’ rights generally or (ii) general principles of equity.




     c. Neither the execution, delivery and performance of this Agreement or the other Loan
Documents by Holding Subsidiary nor the consummation by Holding Subsidiary of the
transactions contemplated herein or therein will, with or without the giving of notice or the
lapse of time, or both, (i) violate any Applicable Laws to which Holding Subsidiary is
subject, (ii) conflict with or result in a breach of the terms, conditions or provisions of,
or constitute a default under, the organizational documents of Holding Subsidiary, any
license or permit of such Holding Subsidiary, or any material contract to which Holding
Subsidiary is a party or by which Holding Subsidiary may be bound or affected, or (iii)
except with respect to the exercise of certain of Lender’s remedies under the Loan
Documents, require Holding Subsidiary to obtain any authorization, consent, approval or
waiver from, or to make any filing with, any Governmental Entity or non-governmental third
party.



     d. There is no Litigation pending against Holding Subsidiary, or, to the knowledge of
Holding Subsidiary, a basis for Litigation or threatened Litigation against Holding
Subsidiary which (a) seeks to enjoin or obtain damages in respect of the consummation of the
transactions contemplated hereby or (b) has or could have a Holding Subsidiary Material
Adverse Effect.



     e. Holding Subsidiary has complied and presently is in compliance with all Applicable
Laws except to the extent that failure by Holding Subsidiary to comply with Applicable Laws
does not and will not have a Holding Subsidiary Material Adverse Effect.



     f. [Intentionally Deleted].



     g. Holding Subsidiary is not in material default under or in material violation in the
performance, observance or fulfillment of any of the obligations, covenants or conditions
contained in any provision of its constitutive documents or contained in any other agreement
or instrument to which it is a party or by which it is bound or to which any of its
properties is subject, and Holding Subsidiary is not in material violation of any statute,
order, rule or regulation of any court or governmental agency or body having jurisdiction
over it or any of its properties.



     h. As of the date of this Agreement, Holding Subsidiary has no indebtedness outstanding except
its obligations under the Loan Documents and the indebtedness permitted pursuant to the terms of
Loan Documents; none of such Indebtedness is in




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default.



     i. Holding Subsidiary holds the License(s) listed on Schedule 1 hereto.



     j. No representation or warranty of the Holding Subsidiary contained in this Agreement, the
Credit Agreement or the other Loan Documents contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements contained herein or
therein not materially misleading. There is no fact known to the Holding Subsidiary which
materially adversely affects its business, operations, property, assets or condition (financial or
otherwise) which has not been disclosed herein or in such other documents, certificates and
statements furnished to the Lender for use in connection with the transactions contemplated
hereby.



     IN
WITNESS WHEREOF, the undersigned hereby executes the Credit Agreement as of                                         .



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	a Delaware [limited liability company] [corporation]
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






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Schedule 1 





Holding Subsidiary Licenses





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EXHIBIT D




FORM OF LEASEHOLD MORTGAGE




      THIS LEASEHOLD MORTGAGE (“Leasehold Mortgage”) is made as of the                     
day of                                         , by and between ROYAL STREET COMMUNICATIONS, LLC, a
Delaware limited liability company (“Grantor”) and METROPCS WIRELESS, INC., a
Delaware corporation (“Lender”).




RECITALS:




     A. Pursuant to the terms of that certain Second Amended and Restated Credit Agreement,
executed on December 15, 2005 as of December 22, 2004 (as the same may be amended from time
to time, the “Credit Agreement”) by and among Lender, Grantor and certain other parties
thereto, Grantor agreed to grant to the Lender a leasehold mortgage in any and all leases
that Grantor enters into from time to time.



     B. Pursuant to that certain Lease (the “Lease”) dated                     , by and between
Grantor and
                                         (“Landlord”), Grantor has a leasehold interest (the
“Leasehold”) in and to that certain parcel of real property
located in                      and more
particularly described on Exhibit A (the “Land”, and together with all improvements located thereon
(“Improvements”), and all the estate, right, title, interest, and claim, either at law or in
equity, of the Grantor, of, in, to, or out of such parcel and/or Improvements, the “Premises”).



     C. Grantor desires to grant this Leasehold Mortgage for the benefit of Lender on
the terms and conditions set forth herein.



1. GRANTING CLAUSES




     1.1 For and in consideration of the sum of $10.00 and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and in order to secure the obligations of
the Grantor under the Credit Agreement and the Promissory Note dated as of
                    , 200___ made by Grantor for the benefit of Lender (the “Note”) (collectively,
“Obligations”), Grantor does hereby grant, bargain, sell, convey, assign, transfer and set over
unto Lender, and its successors and assigns, with power of sale and right of entry and possession,
the following (collectively, the “Mortgaged Property”):



          1.1.1. the Leasehold and all other rights of Grantor in, to and under the Lease;




          1.1.2. the right, title and interest of Grantor under all leases, licenses,
concession agreements or other agreements for use or occupancy of any portion of the Land or
the Improvements, and any extensions, renewals or modifications thereof (“Leases”);






 









 









          1.1.3. all contracts from time to time executed by Grantor or its agent on its behalf
relating to the ownership, construction, maintenance, repair, operation, occupancy, leasing,
sale or financing of the Premises or any part thereof (collectively, “Contracts”);




          1.1.4. all proceeds from any compensation, awards, damages, rights of action, payments
and proceeds arising from any condemnation or taking of the Premises or any part thereof by
any governmental entity or other person having power and authority to condemn or take by
eminent domain, and any conveyance or transfer of any portion of the Premises in lieu of such
condemnation or taking;




          1.1.5. all payments, proceeds, settlements or other compensation heretofore or hereafter
made, including any interest thereon, and the right to receive the same, from any and
all insurance policies covering the Mortgaged Property or any portion thereof; and




          1.1.6. all proceeds and products of any and all of the foregoing.




     1.2. Habendum. TO HAVE AND TO HOLD the Mortgaged Property unto the Lender and its
successors and assigns forever, for and during all the rest, residue and remainder of the
unexpired term of the Lease and all renewals and extensions thereof.



     1.3. Purpose. This conveyance is made for the purpose of securing the following:



          1.3.1. the debt evidenced by the Note, together with interest on such principal amount
and any and all renewals and/or extensions of such indebtedness;




          1.3.2. payment, performance and observance by Grantor of all the covenants, agreements,
terms, conditions and provisions of the Credit Agreement, the Note, this Leasehold Mortgage,
and the other Loan Documents.




     1.4. Reconveyance. Should the obligations secured by this Leasehold Mortgage be paid
and performed in full, then this Leasehold Mortgage shall be released of record and
Lender shall transfer and deliver up to Grantor any property at the time subject to this
Leasehold Mortgage which may then be in Lender’s possession.



2. REPRESENTATIONS AND WARRANTIES




     Grantor hereby represents and warrants that Grantor is the owner of legal title to the
Leasehold, and is lawfully possessed of the Leasehold, free from all liens, charges and
encumbrances except the Lease, this Leasehold Mortgage and any rights held under statutes by
providers of services in connection with the Improvements (the “Permitted Encumbrances”). Grantor
has the right and authority to convey the Leasehold and does hereby warrant specially, and agrees
to defend, the Leasehold and the title thereto, whether now owned or hereafter acquired, against
all claims and demands by any person.




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3. AFFIRMATIVE COVENANTS




     3.1. The Grantor, for itself and its successors and assigns, covenants and agrees as part
of this Leasehold Mortgage, as follows:



          3.1.1. Grantor shall (i) promptly make when due and payable all payments required to be
made by Grantor under the Lease, (ii) perform all other covenants and obligations required to
be performed by Grantor under the terms of the Lease and (iii) pay all taxes and assessments
and all other charges of every nature that may be assessed, levied or imposed against Grantor
or the Mortgaged Property.




          3.1.2. Grantor shall maintain the Premises in good and safe order and
condition (consistent with the best practices of similarly situated companies) and in a
rentable and tenantable state of repair, and will make or cause to be made, as and when
necessary, all repairs, renewals and replacements, structural and nonstructural, exterior and
interior, ordinary and extraordinary.




          3.1.3. In the event the ownership of the Leasehold becomes vested in a person other than
the Grantor, the Lender may, without notice to the Grantor, deal with such successor or
successors in interest with reference to this Leasehold Mortgage and the indebtedness
secured hereby in the same manner as with the Grantor, and any extension of the time of the
payment of the indebtedness or any other modification of the terms of the indebtedness at the
instance of the then owner shall not relieve the Grantor of its liability on the Note or the
Credit Agreement or from the performance of any of the covenants contained herein whether
such extension or modification be made with or without the consent of the Grantor.




          3.1.4. Grantor shall keep proper books of record and account relating to the Mortgaged
Property. Grantor shall permit representatives of the Lender to visit and inspect
the Premises at any reasonable time after delivery by Lender of prior written notice.




          3.1.5. Grantor shall promptly notify Lender in writing of any event of default
by Grantor in the performance or observance of any of the terms, covenants or conditions on
the part of Grantor to be performed under the Lease. Grantor shall promptly deliver to
Lender copies of any notices to be given by the Grantor to the Landlord pursuant to the
Lease simultaneously with the giving of such notices by the Grantor.




          3.1.6. Grantor shall (i) notify Lender in writing within five (5) days of the receipt by
Grantor of any notice claiming that Grantor is in default in the performance or observance
of any of the terms, covenants or conditions to be performed or observed by Grantor under
the terms of the Lease, and (ii) promptly cause a copy of each such notice received by the
Grantor to be delivered to the Lender.




          3.1.7. If Grantor shall fail to make any payment required to be made under the Lease as
and when required or shall fail to perform or observe any other term, covenant, agreement or
obligation required to be performed or observed by the Grantor under the Lease, Lender shall
have the right, at its option, to make any such payment or to perform any other act




-3-









 





or take such actions as may be appropriate to cause such other term, covenant, agreement or
obligation to be promptly performed or observed on behalf of Grantor to the end that Grantor’s
rights under the Lease be kept unimpaired and free from default. Grantor shall reimburse Lender on
demand for moneys expended in connection with Lender’s exercise of its rights as provided in this
subsection, with interest at the rate set forth in the Credit Agreement for advances thereunder,
and the same shall be secured by this Leasehold Mortgage.




4. NEGATIVE COVENANTS




          4.1. Grantor shall not create or suffer to exist any lien, charge or
encumbrance on the Mortgaged Property or any part thereof, whether superior or subordinate to
the lien of this Leasehold Mortgage, except for (i) the Lease, (ii) the lien of this
Leasehold Mortgage, (iii) the Permitted Encumbrances, and (iv) liens for taxes and other
assessments not delinquent or which are being contested in good faith by appropriate
proceedings.




          4.2. Grantor shall not, without the prior written consent of Lender, (i) sell, assign,
transfer or convey all or any portion of the Mortgaged Property, or any interest
therein, either voluntarily or by operation of law or (ii) Grantor shall not modify, release,
surrender, or terminate the Lease.




5. CONDEMNATION




     5.1. In the event of any proceedings, negotiations or receipt of notice of
any permanent or temporary condemnation or taking of all or any portion of the Premises by
eminent domain, alteration of the grade of any street, or other injury to or decrease in the
value of the Premises by any public or quasi-public authority or corporation (a “Taking”),
Grantor shall notify Lender promptly in writing of such Taking.



     5.2. Lender is hereby authorized, at its option, to appear in any
condemnation proceedings affecting the Premises. Grantor shall not settle or compromise
any claim in connection with any taking through condemnation without the prior written
consent of Grantor, which consent shall not be unreasonably withheld, conditioned or delayed.



     5.3.
In the event of a Taking, all proceeds, awards or other compensation for
such Taking that are payable to Grantor (“Awards”) are hereby assigned and shall be payable
by the authority in question directly to Lender for application as set forth herein. Lender
shall have the right to retain and apply such Awards to the payment of the Obligations, to
restoration of the property not taken or damaged, or both.



6. DAMAGE OR DESTRUCTION




     6.1. Grantor shall promptly give notice to Lender upon obtaining knowledge that any
material portion of the Premises is damaged or destroyed by any casualty. Grantor shall restore,
repair, replace or rebuild the Premises to substantially the condition the Premises were in
immediately prior to such damage or destruction.



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     6.2. If an Event of Default shall have occurred and be continuing at the time of any damage
or destruction the insurance proceeds shall be turned over to Lender, and Lender, at its option,
may apply such proceeds to the payment of the Obligations or make such proceeds available to pay
restoration costs.



7. EVENTS OF DEFAULT




     The occurrence of any one or more of the following events shall constitute an “Event of
Default”:



     7.1. If Grantor shall fail to pay any sum required under this Leasehold Mortgage,
the Credit Agreement or the Note on the date such sum is due and payable, and such failure
shall continue uncured for five (5) business days following the giving of notice of such
failure by Lender to Grantor.



     7.2. If Grantor shall fail to pay any sum required under the Lease or if Grantor
shall fail to perform any other covenant or obligation to be performed by Grantor under the
terms of the Lease after the expiration of all applicable cure periods thereunder.



8. REMEDIES




     8.1. Upon occurrence of any Event of Default, (i) the entire principal balance,
all unpaid interest accrued thereon and all other sums secured by this Leasehold Mortgage
shall at the option of Lender become immediately due and payable without presentment, notice,
protest or demand, and/or (ii) Lender may pursue any and all remedies available under the
Note, this Leasehold Mortgage or applicable law.



     8.2. Upon occurrence of any Event of Default, Lender shall have the following rights and
remedies:



          8.2.1. Commence, with or without entry, proceedings to foreclose this Leasehold Mortgage
as a mortgage, or to sell the Mortgaged Property under the judgment or decree of a court or
courts of competent jurisdiction.




          8.2.2. Sell the Mortgaged Property at public auction at some convenient place
in Maryland or in such other place or places as may be permitted or required by law, at such
time, in such manner and upon such terms as may be specified in the notice of sale, which
notice of sale shall state the time when, and the place where, the same is to be made, shall
contain a brief general description of the property to be sold, and shall be sufficiently
given if published once a week for three (3) successive weeks prior to such sale in at least
one newspaper, if any, printed in the English language and customarily published at least
once a week in the place or places where such sale is to take place, and in such other manner
as may be required by law, and such sale may be adjourned by announcement at the time and
place appointed for such sale or for such adjourned sale or sales, and, without further
notice of publication, such sale may be made at the time and place to which the same shall be
so adjourned.




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          8.2.3. Assume and perform prospectively all of Grantor’s rights and interest under the Lease.
Lender also shall have the right (but not the obligation) to cure any defaults by Grantor under
the Lease and to exercise any options granted to Grantor under the Lease.




          8.2.4 Exercise any other right or remedy available under applicable law.




     8.3. If Grantor should (i) fail to pay any insurance premium, sums due under
any Permitted Encumbrance or any other sums required hereunder to be paid by Grantor, or (ii)
fail to make necessary repairs, or permit waste, or fail to cure any default under any
Permitted Encumbrance or fail to perform any other covenant or obligation set forth herein,
Lender shall have the right, but not the obligation, in Grantor’s name or in its own name, to
make any payment and take any action which Grantor should have made or taken, or which Lender
deems advisable to protect the security of this Leasehold Mortgage, without prejudice to any
of Lender’s rights or remedies available hereunder or otherwise, at law or in equity. No
such advance or performance shall be deemed to have cured any default or Event of Default.
All such sums advanced by Lender, and all costs and expenses (including reasonable attorneys’
fees) incurred by Lender in taking such actions, shall be due and payable by Grantor
immediately upon demand, shall be secured hereby and the lien therefor shall relate back to
the date of this Leasehold Mortgage.



     8.4. Grantor and Lender agree that upon any sale of all or any portion of the Mortgaged
Property, whether under the above assent to a decree, power of sale or otherwise,
the proceeds of sale shall be applied as follows, unless otherwise required by law: (i) to
the payment of all costs and expenses incident to such sale, including reasonable attorneys’
fees and a commission to the person making such sale equal to two percent (2%) of the gross
proceeds of sale; (ii) to the discharge of all Impositions, with costs and interest, if they
have priority over the lien of the Leasehold Mortgage; (iii) to the payment in full of the
Obligations, including without limitation principal, interest and other charges, in such
order as Lender may elect; (iv) to the payment of all claims of the Lender hereunder whether
the same shall have then matured or not, including interest thereon at the rate set forth
herein; and (v) the balance, if any, to the persons lawfully entitled to receive the same.



9. MISCELLANEOUS




     9.1.
Further Assurances. Grantor shall execute and deliver such further instruments and
perform such further acts as may be reasonably requested by Lender from time to time
to confirm the provisions of this Leasehold Mortgage, to carry out more effectively the
purposes of this Leasehold Mortgage, or to confirm the priority of the lien created by this
Leasehold Mortgage on any property, rights or interest encumbered or intended to be
encumbered by this Leasehold Mortgage.



     9.2. Severability and Savings Clauses. If any provision of this Leasehold Mortgage is
held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions
of this Leasehold Mortgage, and the same provision as applied in other circumstances, shall
remain in full force and effect and shall be liberally construed in favor of Lender in order
to effect the intent of this Leasehold Mortgage.



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     9.3. Notices and Communications. All notices and other communications given to or made upon
any party hereto in connection with this Agreement shall, except as otherwise expressly herein
provided, be in writing and mailed via certified mail, sent by Federal Express or other similar
express delivery service for next day delivery, faxed (with a confirming copy sent by such a
express delivery service for next day delivery) or hand delivered to the respective parties, as
follows:



     If to Grantor:



     If to Lender:


MetroPCS Wireless, Inc.

8144 Walnut Hill Lane

Suite 800

Dallas, TX 75231

Attention: Vice President, General Counsel and Secretary

Facsimile: (972) 860-2682




     9.4. Modification, Amendment and Waiver. This Leasehold Mortgage cannot be modified or amended
except by agreement in writing signed by Grantor and Lender. No waiver of any term or terms hereof
shall be effective unless in writing and signed by the party against whom it is sought to be
enforced.



     9.5. Applicable Law. This Leasehold Mortgage is made and delivered in
the jurisdiction in which the Premises are located, and the terms hereof shall be governed by
and construed in accordance with the laws of such jurisdiction. Grantor hereby (i) agrees
that any suit arising out of or relating to this Leasehold Mortgage may at the option of
Lender be brought in a court of record in such jurisdiction or in the courts of the United
States of America located in such state, (ii) consents to the jurisdiction of each such court
in any such suit, and (iii) waives any objection which it may have to the laying of venue in
any such suit in any such courts.



     9.6. Counterparts; Interpretation. This Leasehold Mortgage may be executed in any
number of counterparts, and all such counterparts shall constitute but one instrument.
The use of any gender shall include all genders, as the context may require. The singular
number shall include the plural and the plural the singular as the context may require. The
captions in this Leasehold Mortgage are for convenience of reference only and shall be
referred to in construing this Leasehold Mortgage. Time is of the essence with respect to
performance by Grantor of each of the Obligations and the covenants set forth in this
Leasehold Mortgage.



     9.7 Definitions. Any capitalized terms used herein which are not defined herein shall have
the meanings ascribed to such term in the Credit Agreement.




-7-









 








[Signatures on the following page]




-8-









 






     IN WITNESS WHEREOF, Grantor has executed this Leasehold Mortgage under seal on the date first
above written.



	 	 	 	 	 	 	 	 	 
	WITNESS:	 	GRANTOR:	 	 	 	 
	 	 	 
	 	 	 	 	 
	 

	 	By:
	 	 	 	(SEAL)
	 	 
	 

	 	 	 	 
	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 	 	 







 









 









	 	 	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	ss:	 	 
	 

	 	 	)	 	 	 	 	 






     BEFORE ME, a Notary Public in and for the jurisdiction aforesaid, personally appeared
this date                                         , personally well known (or satisfactorily proven) to me
to be the person whose name is subscribed to the foregoing and annexed Leasehold Mortgage

bearing date as of                                         , who, being by me first duly sworn, did depose and
state that he is the            
                             
of                                      
                       ,
a
                                                             which entity is a party to the foregoing and annexed
Leasehold Mortgage and that he, being duly authorized so to do, executed said Leasehold Mortgage on
behalf of said entity and acknowledged the same as its free act and deed for the uses and purposes
therein contained.



     WITNESS
my hand and official seal this ___ day of                     .



	 	 	 	 	 
	 

	 	 

Notary Public
	 	 
	 
	 	 	 	 
	[Notarial Seal ]
	 	 	 	 
	 
	 	 	 	 
	 

	 	My Commission Expires:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






 









 





EXHIBIT “A”




Description of Land





 









 








EXHIBIT E




FORM OF WAIVER AND CONSENT




     THIS WAIVER AND CONSENT (“Consent”), made and entered into this              
        day of        
               
                
  , by and between          
              
                
  a              
               
             (“Landlord”) and
METROPCS WIRELESS, INC., a Delaware corporation (“Lender”).



BACKGROUND:




     A. Landlord is the owner of the land and improvements described on Exhibit
A attached hereto (the “Premises”).



     B. Landlord has leased the Premises to              
               
             (“Tenant”) pursuant to that
certain Lease dated by              
               
             and between Landlord and Tenant (as such lease may
be amended from time to time the “Lease”), a copy of which is attached hereto as Exhibit A.




     C. Lender has made or may make loans to Tenant for the purpose of financing Tenant’s
business, including the acquisition by Tenant of certain telecommunications equipment (the
“Equipment”), which constitutes the personal property of the Tenant and which the Tenant may
remove under the terms of the Lease to the extent permitted thereunder. The Equipment may be
located on the Premises. The portion of the Equipment that Tenant may remove under the Lease
is hereinafter referred to as the “Removable Collateral”.



     D. Lender has required, among other things, that Tenant grant to Lender
security interests in the Equipment, whether now owned or hereafter acquired, a portion of
which is and may hereafter be located on or about the Premises, and that Tenant execute a
leasehold mortgage, conveying to Lender Tenant’s leasehold interest in the Premises as
collateral for the loans to be made by Lender to Tenant.



     NOW, THEREFORE, Landlord and Lender hereby agree as follows:



     1. Landlord hereby consents to Tenant’s granting to Lender a lien on Tenant’s leasehold
interest in the Premises and executing a leasehold mortgage, leasehold deed of trust,
or collateral assignment of lease in favor of Lender (the “Leasehold Mortgage”).



     2. Landlord consents to Tenant’s granting Lender a security interest in the Equipment.
Lender’s security interest and liens in that portion of the Equipment consisting of Tenant’s
nonremovable fixtures shall be subordinate to the title or interest that the Landlord may at
any time have therein. Lender’s security interests and liens in the Removable Collateral
shall be superior to any title or interest that the Landlord may at any time have therein.
During the term of this Consent, Landlord will not assert against any of the Removable
Collateral any title or any statutory, common law, contractual or possessory lien, including,
without limitation, rights of levy or distraint for rent, all of which Landlord hereby
subordinates in favor of Lender.



 









 






     3. Landlord hereby disclaims any and all right, title, interest or claim in or to
the Removable Collateral and any cash or non-cash proceeds of the Removable Collateral.
The Removable Collateral may be affixed to or used in conjunction with the Premises, but
shall remain the Tenant’s personal property and subject to Lender’s security interest and
liens. Landlord agrees not to impound or remove any of the Removable Collateral from the
Premises as long as this Consent is in effect.



     4. Landlord agrees that during the term of the Lease, Lender may conduct public
or private sales of the Equipment at the Premises and that interested parties will be
permitted access to the Premises during normal business hours, with reasonable advance notice
to Landlord, for the purpose of inspecting the Equipment prior to any such sale and for the
purpose of removing the Removable Collateral from the Premises.



     5. Landlord agrees that during the 60-day period following expiration of the
Lease, Lender may, at its discretion, remove, sell or otherwise dispose of the Removable
Collateral as Lender may elect, as long as Landlord shall have received all payments to which
it is entitled under the Lease. Any Removable Collateral still located in the building at the
end of the 60-day period shall be deemed to have been abandoned by the Lender (or by the
purchaser of the same at any public or private sale), and shall no longer be subject to the
Lender’s security interest and lien.



     6. In the event that Tenant defaults in its obligations under the Lease, Landlord hereby
agrees to give Lender written notice of default under the Lease, at the same time and in the
same manner as such notice is given to Tenant and further agrees that Lender may, but
shall not be obligated to, cure such defaults, at its option, within the applicable notice
and cure periods and/or assume the Lease in place of Tenant. Unless and until Lender
expressly notifies Landlord of Lender’s assumption of the Lease to the exclusion of Tenant,
Lender assumes no duty, liability or obligation whatsoever under the Lease.



     7. Lender shall have no obligations under the Lease unless and until Lender delivers to
Landlord written notice of assumption, if Lender elects to assume the Lease. Upon delivery
of such written notice of assumption to Landlord, then Lender (or its designee) shall be
entitled to all rights and benefits of the Lease, and shall be obligated for all of Tenant’s
obligations thereunder. Landlord agrees that, in the event that a default occurs under the
Leasehold Mortgage and Lender, or any agent or designee of Lender, takes possession of the
Premises or forecloses and sells Tenant’s leasehold interest in the Premises, Lender, and its
designees, successors, assigns or transferees shall be permitted to use the Premises for any
purpose permitted under the Lease and applicable law.



     8. Landlord agrees and acknowledges that, in the event of a default under the Leasehold
Mortgage, Lender may exercise any of the remedies contained therein and may assume or
transfer to a third party the Tenant’s interest in the Lease (including any purchase option,
access rights, utility easements and rights of way) pursuant to the terms of the
Leasehold Mortgage. Any transfer of the Lease shall be subject to Landlord’s rights under the
Lease.



-2-









 






     9. Notwithstanding any other provision of this Agreement or the Lease to the contrary,
all of Lender’s right, title and interest in and to the Lease and any obligations thereunder
may be assigned and transferred to an affiliate or successor of Lender without notice to
Landlord, and to other parties with notice to Landlord.



     10. The provisions of this Consent may not be modified or terminated orally, and shall
be binding upon the successors and assigns of the Landlord, and upon any successor owner or
transferee of the Premises and shall be binding upon and inure to the benefit of the Lender
and its successors and assigns.



     11. All notices shall be in writing and shall be mailed by first class registered
or certified mail, postage prepaid, as follows:




	 	(a)	 	If to Lender:




MetroPCS Wireless, Inc.

8144 Walnut Hill Lane

Suite 800

Dallas, TX 75231

Attention: Vice President, General Counsel and Secretary



Facsimile: (972) 860-2682





	 	(b)	 	If to Landlord:





     12. This document shall in all respects be governed by and construed in accordance with
the laws of the State in which the Premises are located.



[signature page follows]




-3-









 





     IN WITNESS WHEREOF, Landlord and Lender has each executed this Waiver and Consent on the date
first above written.



	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	METROPCS WIRELESS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 





EXHIBIT F




FORM OF AMENDED AND RESTATED PLEDGE AGREEMENT




     THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) executed on December 15,
2005 as of December 22, 2004, is entered into by and between ROYAL STREET COMMUNICATIONS, LLC, a
Delaware limited liability company (“Grantor”), and METROPCS WIRELESS, INC., a Delaware
corporation (“Lender”).



W I T N E S S E T H:




     WHEREAS, pursuant to that certain Second Amended and Restated Credit Agreement, dated
as of even date herewith, by and between Grantor and Lender (as the same may be amended from time
to time, the “Credit Agreement”), Lender has agreed to make one or more loans to Grantor in
accordance with the terms therewith;



     WHEREAS, in order to induce the Lender to enter into the Credit Agreement and to continue to
make the Loans, and in consideration therefor, the Grantor has agreed to execute and deliver this
Agreement to amend and restate that certain Pledge Agreement dated as of December 22, 2004 (the
“Original Pledge Agreement”) and that certain Pledge Agreement dated as of January 24, 2005 (the
“Existing Pledge Agreement”), each between Grantor and Lender (as successor lender to Holdings),
pursuant to which Grantor has granted to Lender a first-priority perfected security interest in all
of the membership or other equity interests, now owned or hereafter acquired by the Grantor or in
which the Grantor has or hereafter acquires any interest (the “Pledged Securities”), in each
Holding Subsidiary to secure Grantor’s obligations under the Credit Agreement and other Loan
Documents; and



     WHEREAS, it is a condition precedent to the making of any further Loans that the Grantor
execute and deliver this Agreement to, among other things, amend and restate the Original Pledge
Agreement and the Existing Pledge Agreement on the terms and conditions set forth herein;



     NOW THEREFORE, for and in consideration of the covenants and provisions set forth herein, and
for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree to amend and restate the Original Pledge Agreement and the Existing Pledge
Agreement and further agree as follows:



     1. DEFINED TERMS. As used in this Agreement, capitalized terms defined in the Credit
Agreement that are not defined herein shall have the meanings ascribed to them therein, and the
following terms shall have the following meanings:



     “Collateral” shall mean the Pledged Securities, including Pledged Securities in which the
Grantor hereafter acquires any interest, and all proceeds thereof.



 









 





     “Obligations” shall mean all indebtedness, obligations, fees and liabilities of any kind of
the Grantor to the Lender under or pursuant to the Credit Agreement, the Note (as defined in the
Credit Agreement), this Agreement and the other Loan Documents.



     2. PLEDGE. Grantor hereby unconditionally and irrevocably pledges,
collaterally assigns and grants to Lender a continuing lien on and security interest in and
to the Collateral (the “Security Interest”) to secure the payment and performance of the
Obligations. The Security Interest is a first priority lien on the Collateral effective as of
the date hereof without the need to execute any further instruments, agreements or documents
other than as specifically set forth herein.



     3. CONTINUING SECURITY. This Agreement shall operate as a continuing security
between Lender and Grantor:




     a. irrespective of any sum or sums which may be paid to the credit of any account
of Grantor with Lender;




     b. notwithstanding the appointment, retirement or removal, at any time, of
a receiver for Grantor;




     c. notwithstanding the exercise by Lender or a receiver of any power conferred by
this Agreement, by any other agreement or document or by law; and




     d. notwithstanding any settlement of account or any other matter or
thing whatsoever;


and shall remain in full force and effect and extend to cover all of the Obligations until a final
release of this Agreement has been executed by Lender.




     4. CERTIFICATES, VOTING, ETC. Upon execution and delivery of this Agreement,
Grantor shall deliver to Lender any and all certificates representing all of the Collateral
with a transfer executed in blank. If at any time, any Holding Subsidiary shall issue any
additional or substitute units, shares of stock, or any other instruments evidencing an
interest in or an obligation of such Holding Subsidiary to Grantor in respect of the Pledged
Securities, Grantor shall promptly pledge, mortgage and deposit with Lender such additional
certificates, instruments or documents as additional security for the Obligations, all of
which additional security shall constitute Collateral (and shall be included within the
definition of “Collateral” hereunder). With respect to any Collateral that is an
“uncertificated security” for purposes of the Code (other than any “uncertificated
securities” credited to a Securities Account under the control of the Lender), Grantor shall
cause the issuer of such uncertificated security to either (i) register the Lender as the
registered owner thereof on the books and records of the issuer or (ii) execute an agreement,
in form and substance satisfactory to the Lender pursuant to which such issuer agrees to
comply with the Lender’s instructions with respect to such uncertificated security without
further consent by such Grantor. Lender shall hold the Collateral solely as security for
the payment and performance of the Obligations. Unless an Event of Default shall have
occurred and be continuing, Grantor shall have the right to vote the Collateral on all




 









 







questions on which the Collateral entitles Grantor to vote and, if necessary, upon written request
of Grantor, Lender shall execute due and timely proxies, powers of attorney and consents in favor
of Grantor as necessary to facilitate such voting; provided however, that Grantor shall not vote
the Collateral in support of any proposal or in any other manner which is inconsistent with the
terms of the Credit Agreement, this Agreement or the other Loan Documents, or which is otherwise
inconsistent with the Grantor’s full and timely performance of the Obligations.




     5. DISTRIBUTIONS. Unless and until an Event of Default shall have occurred and
be continuing, Grantor shall have the right to receive and to retain all cash dividends
and other cash distributions which are paid on account of the Collateral.



     6. RESTRICTIONS ON TRANSFER. Grantor shall not sell or otherwise dispose of,
grant any option with respect to, or create, incur, assume or suffer to exist any
pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), preference, priority or other security agreement of any kind or nature whatsoever
on (including, without limitation, any conditional sale or other title retention agreement,
any financing or similar statement or notice filed under the Uniform Commercial Code of any
jurisdiction) all or any portion of the Collateral.



     7. REPRESENTATIONS AND WARRANTIES. Grantor hereby represents and warrants to
Lender as follows:




     a. Grantor has good and marketable title to the Collateral, free and clear
of all liens, claims and encumbrances, except liens granted to Lender pursuant to
this Agreement, and full power, authority and legal right to pledge such Collateral
to Lender as provided herein;




     b. The pledge, assignment and delivery of the Collateral pursuant to Section 2
will create a valid, perfected lien on and a valid perfected first priority security
interest in the Collateral in favor of Lender under the Uniform Commercial Code of
the State of New York (the “UCC”), subject to no prior lien (whether consensual,
nonconsensual, statutory or otherwise) and to no agreement purporting to grant any
third party any security interest or other interest in any of the Collateral; no
additional actions by any entity are necessary to create or perfect the Security
Interest; and




     c. The execution, delivery and performance of this Agreement by Grantor will not
(a) contravene any law, statute, rule or regulations, or any order, writ,
injunction or decree of any court or governmental instrumentality, (b) conflict or be
inconsistent with or result in any breach of any of the terms, covenants or
conditions or provisions of or constitute a default under, any indenture, credit
agreement or other agreement, contract or instrument to which Grantor is a party, or
(c) conflict or be inconsistent with or result in a breach of the terms of the
Grantor’s organizational documents.



     8. EVENTS OF DEFAULT. Each of the following shall constitute an Event
of Default hereunder:



 









 






     a. The occurrence of an “Event of Default” under the Credit Agreement or the
Note; or




     b. [Intentionally Removed].



     9. REMEDIES UPON AN EVENT OF DEFAULT. Upon the occurrence of an Event of Default,
after any applicable cure period, and at any time thereafter, Lender may (but shall not be
required to) take any or all of the following actions simultaneously or in any order which it may
choose:




     a. The Lender may from time to time take whatever action at law or in equity may
appear necessary or desirable in order to collect the monies payable hereunder
or secured hereby or to enforce performance and observance of any obligation,
agreement or covenant hereunder;




     b. The Lender may foreclose its security interest in any of the Collateral in any
way permitted by law; and the Lender may thereupon, or at any time thereafter, in
its sole discretion, without notice or demand (except such notice as may be
specifically required by law) and with or without having the Collateral at the time or
place of sale, sell or otherwise dispose of the Collateral, or any part thereof, at
one or more public or private sales, at any time or place, at such price or prices and
upon such terms, either for cash, credit or future delivery, as the Lender may elect.
In the exercise of such remedy, the Lender may sell all of the Collateral as a unit
even though the sales price thereof may be in excess of the amounts remaining unpaid
on the Obligations. To the extent not prohibited by Applicable Law, the Lender is
authorized at any sale or other disposition of the Collateral, if it deems it
advisable so to do, to restrict (with respect to any securities that are part of the
Collateral) the prospective bidders or purchasers thereof to persons who will
represent and agree that they are purchasing for their own account for investment, and
not with a view to the distribution or resale of any of the Collateral. At any such
public sale the Lender may bid for and become the purchaser of all or any part of the
Collateral, and such sale or sales may be held without demand of performance, notice
of intention to sell, the time or place of sale or any other matter, except for
such notice as may be specifically required by law; and the purchaser at any such sale
or other disposition shall thereafter hold the Collateral sold absolutely free from
any claim or right of the Grantor of whatsoever kind, including any right of
redemption of the Grantor, all such rights being hereby expressly waived and released
by the Grantor to the extent permitted by law;




     c. The Lender may proceed by a suit or suits at law or in equity to
foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to
a judgment or decree of a court or courts having competent jurisdiction or pursuant to
a proceeding by a court-appointed receiver. The Grantor hereby assents to the passage
of a decree for the sale of any of the Collateral by any court having jurisdiction.
In any action hereunder, the Lender shall be entitled to the appointment of a receiver
without notice, to peaceably take possession of all or any portion of the Collateral
and to exercise such powers as the court shall confer upon the receiver.
Notwithstanding the foregoing, if an Event of




 









 









Default shall occur and be continuing, the Lender shall be entitled to apply, without notice to
the Grantor, any cash or cash items constituting Collateral in its possession to payment of the
Obligations;




     d. The Lender shall have the right, in its sole discretion, to apply for and have a
receiver appointed by a court of competent jurisdiction in any action taken by Lender to
enforce its rights and remedies hereunder in order to manage, protect and preserve the
Collateral and continue the operation of the business of Grantor and to collect all revenues
and profits thereof and apply the same to the payment of all expenses and other charges of
such receivership, including but not limited to the compensation of the receiver, until a
sale or other disposition of such Collateral shall be finally made and consummated. Lender
and Grantor acknowledge and agree that in connection with any exercise by the Lender of its
rights hereunder to dispose of or operate under the station covered hereby, it may be
necessary to obtain the prior consent or approval of certain governmental authorities. Upon
the exercise by Lender of any power, right, privilege or remedy pursuant to this Agreement
which requires any consent or approval of any governmental authority, Grantor will execute
and deliver, or will cause the execution and delivery of, all applications, certificates and
other documents which may reasonably be required to obtain such approval or consent. Grantor
shall cooperate in good faith with Lender and any purchaser of the Collateral in obtaining
any such approvals or consents;




     e. The Lender may sell its interest hi the Collateral in accordance with any Applicable
Law. Such Collateral or any interest therein may be sold upon such terms and in as many lots
as the person conducting the sale may, in his sole discretion, elect. No readvertisements of
any sale shall be required if the sale is adjourned by announcement, at the time or place set
therefor, of the date, time or place to which the same is to be adjourned;




     f. The Lender may, to the extent not prohibited by Applicable Law, exercise any and all
rights of conversion, exchange or subscription and any other rights, privileges or options
pertaining to any of the Collateral, as if the Lender were the absolute owner thereof,
including (without limitation) the right to exchange, at its discretion, any and all of the
Collateral upon the merger, consolidation, reorganization, recapitalization or
other readjustment of any subsidiary of Grantor;




     g. The Lender may exercise any remedies available to a secured party under the UCC,
regardless of whether or not the UCC actually applies;




     h. The Lender may vote or otherwise exercise any rights accruing to the owner of the
Collateral without notice to or consent of Grantor;




     i. The Lender may commence and prosecute an action, at law or in equity, in any court of
competent jurisdiction, seeking money damages, injunctive or declaratory relief or any other relief
available under applicable law, and take all such actions as may be necessary or desirable to
enforce any order or judgment entered in connection with such action; and/or



 









 






     j. The Lender may exercise any other remedies afforded to Lender pursuant to
the terms of this Agreement.



     All of Lender’s rights and remedies hereunder, under the Credit Agreement and under any and
all other Loan Documents, shall be cumulative and not exclusive, and shall be enforceable
alternatively, successively or concurrently as Lender may, in its sole discretion, deem expedient.
Lender shall have no obligation to preserve rights in the Collateral or marshall any of the
Collateral for the benefit of any person or entity.



     10. EXPENSES. Grantor shall pay, when due, any and all reasonable fees, taxes
or other charges imposed in connection with the Security Interest including, without
limitation, any fees imposed in connection with recordation of instruments necessary or
desirable in order to reflect, effectuate or release the Security Interest.



     11. APPLICATION OF PROCEEDS. Any proceeds received from the exercise of any
remedy hereunder, after deducting therefrom any and all costs and expenses
reasonably incurred in securing possession of any Collateral, in shipping and storing the
Collateral, in preparing the Collateral for sale or otherwise dealing with Collateral prior
to any sale or other disposition thereof and in connection with the sale or other disposition
thereof (including, without limitation, reasonable attorneys’ and accountants’ fees and
brokers’ commissions), shall be applied toward the payment of any and all amounts due under
or with respect to the Obligations, including interest, and all other costs and expenses
reasonably incurred by the Lender in connection with this Agreement which are then due and
payable, in such order and amounts as the Lender, in its sole discretion, may elect. If
such net proceeds should be insufficient to pay the same and a deficiency shall result, the
Grantor shall nevertheless remain liable for such deficiency; and if such proceeds should be
more than sufficient to pay the same, then in case of a surplus, such surplus shall be
accounted for and, if any amounts due under the Obligations remain outstanding, retained by
the Lender, who shall hold the same as security for the payment of the Obligations;
otherwise, such surplus shall be paid over to the Grantor or to whomsoever a court of
competent jurisdiction shall determine to be entitled thereto.



     12. NOTICES. All notices and other communications given to or made upon
any party hereto in connection with this Agreement shall, except as otherwise expressly
herein provided, be in writing and mailed via certified mail, sent by Federal Express or
other similar express delivery service for next day delivery, faxed (with a confirming copy
sent by such a express delivery service for next day delivery) or hand delivered to the
respective parties, as follows:



     If to the Lender:


MetroPCS Wireless, Inc.

8144 Walnut Hill Lane

Suite 800

Dallas, TX 75231

Attention: Vice President, General Counsel and Secretary




     If to Grantor:



 









 




Royal Street Communications, LLC

PO Box 2365

Southampton, NY 11969

 Attention: Robert Gerard



or in accordance with any subsequent written direction delivered in accordance with this section
from the recipient party to the sending party. All such notices and other communications shall,
except as otherwise expressly herein provided, be effective upon delivery if delivered by hand; in
the case of certified mail, three Business Days after the date sent; in the case of any fax, when
received; or in the case of express delivery service, the day after delivery of the notice to such
service with charges prepaid.




     13. ASSIGNABILITY AND PARTIES IN  INTEREST. This Agreement shall not be
assignable by Grantor without the written consent of Lender. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective successors
and permitted assigns.



     14. TERMINATION. This Agreement shall terminate and the Security Interest
shall be released upon the earlier to occur of (i) the payment and satisfaction in full of
the Note and all of the Obligations relating to the Note; or (ii) the mutual agreement of
Grantor and Lender.



     15. CERTAIN WAIVERS; GRANTOR NOT DISCHARGED. The Grantor expressly and
irrevocably waives (to the extent permitted by Applicable Law) presentment, demand of payment
and protest of nonpayment in respect of its Obligations under this Agreement. The obligations
and duties of the Grantor hereunder are irrevocable, absolute, and unconditional and shall
not be discharged, impaired or otherwise affected by (a) the failure of the Lender to assert
any claim or demand or to enforce any right or remedy against the Grantor or any waiver,
consent, extension, indulgence or other action or inaction in respect thereof, (b)
any extension or renewal of any part of the Obligations, (c) any rescission, waiver,
amendment or modification of any of the terms or provisions of the Credit Agreement or any of
the Loan Documents, (d) the release of any liens on or security interests in any part of the
Collateral or the release, sale or exchange of or failure to foreclose against any security
held by or for the benefit of the Lender for payment or performance of the Obligations, (e)
the bankruptcy, insolvency or reorganization of the Grantor or any grantee or any other
persons, (f) the invalidity or unenforceability of the Credit Agreement or any of the Loan
Documents, (g) any change, restructuring or termination of the corporate structure or
existence of the Grantor or any grantee or any restructuring or refinancing of all or any
portion of the Obligations, or (h) any other event which under law would discharge the
obligations of a surety.



     16. TRANSFER OF SECURITY INTEREST. The Lender may transfer to any other person
all or any part of the liens and security interests granted hereby, and all, or any part of
the Collateral which may be in the Lender’s possession after the occurrence and during
the continuance of an Event of Default or, if to a successor Lender in accordance with the
Credit Agreement, at any time. Upon such transfer, the transferee shall be vested with all
the rights and powers of the Lender hereunder with respect to such of the Collateral as is so
transferred, but, with respect to any of the Collateral not so transferred, the Lender shall
retain all of their rights




 










 




and powers (whether given to it in this Agreement, or otherwise). The Lender may, at any
time, assign all or any portion of its rights as the Lender hereunder to any person, in the
Lender’s discretion, including without limitation Bear, Stearns & Co. Inc. or any Affiliate
thereof, and upon notice to the Grantor, but without any requirement for consent or approval by or
from Grantor, and any such assignment shall be valid and binding upon the Grantor, as fully as it
had expressly approved the same.




     17. INDEMNITY; REIMBURSEMENT OF LENDER. The Grantor agrees to indemnify, defend
and hold the Lender harmless from and against any and all claims, demands, losses, judgments
and liabilities (including but not limited to, liabilities for penalties) of any nature, and
to reimburse the Lender for all reasonable costs and expenses, including but not limited to
attorneys’ fees and expenses, arising from this Agreement or the exercise of any right or
remedy granted to the Lender hereunder, except to the extent such claims arise out of
Lender’s gross negligence, willful misconduct or fraud. In no event shall the Lender be
liable for any matter or thing in connection with this Agreement other than to account for
moneys actually received by the Lender in accordance with the terms hereof. All indemnities
contained in this Section 17 and elsewhere in this Agreement shall survive the expiration or
earlier termination of this Agreement.



     18. NO LIABILITY FOR COLLATERAL. Beyond the exercise of reasonable care in
the custody of any Collateral, the Lender shall not, under any circumstance or in any event
whatsoever, have any liability for any part of the Collateral, nor shall the Lender have
any liability for any error or omission or delivery of any kind incurred in the good faith
settlement, collection or payment of any of the Collateral or any monies received in payment
therefor or for any damages resulting therefrom, nor shall this Agreement impose upon the
Lender any obligation to perform any obligation with respect to the Collateral. The costs
of collection, notification and enforcement, including but not limited to, attorneys’ fees
and out-of-pocket expenses, shall be borne solely by the Grantor, whether the same are
incurred by the Grantor or the Lender.



     19. GOVERNING LAW. This Agreement shall be governed by and construed
and interpreted in accordance with the laws of the State of New York, without regard to its
conflict of laws principles, except to the extent that the perfection and the effect of
perfection or non- perfection of any security interests created hereby is governed by the
laws of a jurisdiction other than the State of New York.



     20. COMPLETE AGREEMENT. This Agreement and the Credit Agreement contain the
entire agreement between the parties hereto with respect to the transactions contemplated
herein and, except as provided herein, supersede all previous oral and written and all
contemporaneous oral negotiations, commitments, writings and understandings.



     21. AMENDMENTS AND WAIVERS. This Agreement may be amended only by a writing
signed by the Grantor and Lender. No delay or omission on the part of any party hereto in
exercising any right hereunder shall operate as a waiver of such right or any other
right hereunder or operate to constrain the rights of any other parties hereunder. No waiver
of any one right shall operate as a waiver of any subsequent right.



 









 





     22. INTERPRETATION. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.



     23. CONTINUING LIEN. It is the intent of the parties hereto that (a)
this Agreement shall constitute a continuing agreement as to any and all future, as well as
existing transactions, between the Grantor and the Lender under or in connection with the
Notes, and (b) the security interest provided for herein shall attach to after-acquired as
well as existing Collateral and the Obligations covered by this Agreement shall include any
future advances under or in connection with the Credit Agreement.



     24. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original, but all of which when taken
together shall constitute but one contract, and shall become effective when copies hereof
which, when taken together, bear the signatures of each of the parties hereto shall be
delivered or mailed to the Lender.



     25. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid, illegal or unenforceable in any material respect, such provision shall be replaced
with a provision which is as close as possible in effect to such invalid, illegal or
unenforceable provision, and still be valid, legal and enforceable, and the validity,
legality and enforceability of the remainder of this Agreement shall not in any way be
affected or impaired thereby, unless the parties otherwise so provide.



26. VENUE; WAIVER OF JURY TRIAL.





     a. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURT OF THE UNITED STATES OF AMERICA
LOCATED IN THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION
AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT OF
THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO
ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE
INTERPRETATION OR ENFORCEMENT HEREOF OR OF ANY SUCH DOCUMENT, THAT IT IS NOT SUBJECT
THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS
NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE
APPROPRIATE OR THAT THIS AGREEMENT, OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY
SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO
SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH A STATE OR
FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION
OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE.




     b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY




 









 









CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 26(b).



     27. FURTHER ASSURANCES. Grantor agrees, from time to time, at its expense, to
do such further things, to execute, acknowledge, deliver and cause to be duly filed all
such further instruments and documents and take all such actions as the Lender may from time
to time reasonably request for the better assuming and preserving of the security interests
and rights and remedies created hereby, including, without limitation, the execution and
delivery of such financing statements or continuation statements, and amendments thereto, as
may be necessary or desirable, or as Lender may request in order to perfect and preserve the
security interests granted hereby. Grantor hereby authorizes Lender or its agent to file such
financing statements and/or such continuation statements and amendments thereto relating to
all or any part of the Collateral without its signature, where permitted by law. A carbon,
photographic or other reproduction of this Agreement or any financing statement covering the
collateral granted hereby or any part thereof shall be sufficient as a financing statement
where permitted by law.



     28. AMENDMENT AND RESTATEMENT. This amends and restates in its entirety the
Original Pledge Agreement and the Existing Pledge Agreement, and from and after the date
hereof, and subject to the terms hereof, the terms and provisions of the Original
Pledge Agreement and the Existing Pledge Agreement shall be superseded by the terms and
provisions of this Agreement. The Grantor hereby agrees that (i) the liens and security
interest granted by Grantor under the Original Pledge Agreement and the Existing Pledge
Agreement shall be deemed to be liens and security interests securing the indebtedness and
Obligations under the Credit Agreement shall remain outstanding and governed by this
Agreement, and shall not constitute a novation, and (ii) all liens and security interests
securing the indebtedness and Obligations under the Original Pledge Agreement and the
Existing Credit Agreement shall continue in full force and effect to secure the indebtedness
and obligations of Borrower under the Credit Agreement, the Note and the other Loan
Documents.



[remainder of page intentionally blank; signature page follows]





 









 








SIGNATURE PAGE TO

AMENDED AND RESTATED PLEDGE AGREEMENT




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	GRANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL STREET COMMUNICATIONS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert A. Gerard
 

	 	 
	 

	 	Name:
	 	ROBERT A. GERARD	 	 
	 

	 	Title:
	 	CHIEF EXECUTIVE OFFICER	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	METROPCS WIRELESS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roger D. Linquist
 

	 	 
	 

	 	Name:
	 	Roger D. Linquist	 	 
	 

	 	Title:
	 	President and CEO	 	 






 









 





EXECUTION COPY




FIRST AMENDMENT TO THE

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is entered into, as of November 2, 2006, by and between ROYAL STREET
COMMUNICATIONS, LLC, a Delaware limited liability company
(“Royal Street”), and
METROPCS WIRELESS, INC., a corporation (“Lender” or
“MetroPCS”).



WITNESSETH:




     WHEREAS, Royal Street and the Lender are parties to that certain Second Amended and
Restated Credit Agreement executed on December 15, 2005 as of December 22, 2004 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”); and



     WHEREAS, Royal Street has requested, and MetroPCS has agreed, to amend the Credit
Agreement to provide, among other things, for an increase in the principal amount of the Loan
Commitment Amount from $343,599,250 to $500,000,000 in accordance with and subject to the
terms and conditions set forth herein;



     NOW THEREFORE, in consideration of the premises set forth above, the terms and
conditions contained herein and other good valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree, subject to the conditions
precedent to this Amendment and intending to be legally bound, to amend the Credit Agreement
as follows:



     1. Capitalized Terms. All capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement, as amended hereby, except as otherwise defined or
limited herein.



     2. Amendments to Section 1.



             
  (a) Section 1 of the Credit Agreement
Defined Terms is hereby modified
and amended by adding the following new definitions in appropriate alphabetical
order:




     “License Subsidiary” shall mean any limited liability company Holding
Subsidiary that has as its sole purpose holding the License(s) in a given
Market (as such term is defined in the LLC Agreement) to be used by Borrower in
connection the Royal Street System in such Market.




     “Lien”
shall mean any interest in assets or property securing an
obligation owed to, or a claim by, a Person other than the owner of the asset or
property, whether such interest is based on the common law, statute or contract,
and whether such obligation or claim is fixed or contingent, and including but
not limited to the lien or security interest arising from a mortgage encumbrance,
pledge, security agreement, conditional sale or trust receipt of a lease,
consignment or bailment for security purposes. For the purposes of this



 









 




Agreement, Borrower and its Subsidiaries shall be deemed to be the owner
of any assets or property which it has acquired or holds subject to a
conditional sale agreement, or leases under a financing lease or other
arrangement pursuant to which title to the assets or property has been
retained by or vested in some other Person in a transaction intended to
create a financing.



     “Operating Subsidiary” shall mean any limited liability company
Holding Subsidiary that has as its sole purpose holding and operating the
Royal Street System and the other assets (other than the License(s)) in a
given Market (as such term is defined in the LLC Agreement).



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



               (b) Section 1
of the Credit Agreement, Defined Terms, is hereby further
modified and amended by deleting the definition of “Borrower” in its entirety and
substituting the following in lieu thereof:




           “Borrower”
shall mean, for purposes of this Credit Agreement and each
of the other Loan Documents (except to the extent that the contest
otherwise clearly requires), individually and collectively, jointly and
severally, Royal Street and all Holdings Subsidiaries that shall execute
and deliver a Counterpart
Signature Page in the form of Exhibit C to this Credit Agreement.



               (c) Section 1 of the Credit Agreement Defined Terms, is hereby
further modified and amended by adding the following at the end of clause (i) of the
definition of “Borrower Change in Control Event”:




     “, except for agreements which would result in a Transfer to GWI in accordance with Article 5 of
the LLC Agreement”



               (d) Section 1
of the Credit Agreement, Defined Terms, is hereby further modified and amended by adding the following new clause (iii) at the end of the definition of
“Borrower Change in Control Event”:




     “, or (iii) Royal Street shall fail to own and control, directly or indirectly, one hundred (100%)
of the membership or other equity interests of each of its Subsidiaries, except any transfers to
GWI of membership or other equity interests of Royal Street’s Subsidiaries pursuant to Article 5
of the LLC Agreement.”



               (e) Section 1 of the Credit Agreement, Defined Terms, is here further modified and
amended by deleting the definition of “Holding Subsidiary” in its entirety and substituting the
following in lieu thereof;




           “Holding Subsidiary” shall mean a Person formed under the laws of the State of
Delaware, all of the capital stock, partnership interests, member interest,



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or other equity interests of which shall be owned, directly or
indirectly, by Borrower.



               (f) Section 1
of the Credit Agreement, Defined Terms, is hereby further
modified and amended by deleting the definition of “Loan Commitment Amount” in its
entirety and substituting the following in lieu thereof:




     “Loan Commitment Amount” shall mean $500,000,000 or the maximum amount that
Lender is permitted to lend to Borrower pursuant to the Lender Credit Facility.



               (g) Section 1 of the Credit Agreement, Defined Terms, is hereby further
modified and amended by adding the phrase “any Leasehold Mortgages,” immediately
following
the reference to “the Pledge Agreement” in the definition of “Loan Documents”.



               (h) Section 1 of the Credit Agreement, Defined Terms, is hereby further
modified and amended by adding the phrase “or other equity interests” immediately following
the reference to “capital stock” in the definition of “Subsidiary”.



               (i) Section 1 of the Credit Agreement, Defined Terms, is hereby further
modified and amended by replacing the term “Borrower” with “Royal Street” in each of (i)
clauses (ii) and (iii) of the definition of “Commitment Period”, (ii) the definition of
“Equipment and Facilities Lease”, (iii) the definition of “Required Capital Contribution” and
(iv) the definition of “Services Agreement”.



     3. Amendments to Section 2.2.



               (a) Section 2.2
of the Credit Agreement, Procedure for Borrowing, is hereby further
modified and amended by (i) deleting each reference to “Holding
Subsidiary” from clause (b) of such Section, and (ii) adding the
following sentence at the end of clause (b) of such Section:




     Notwithstanding anything to the contrary contained in this Credit Agreement,
all Loans requested under this Credit Agreement shall be requested by
Administrative Borrower as agent for Borrowers, and all proceeds of such Loans
shall be paid to Administrative Borrower as agent for Borrowers.



               (b) Section 2.2 of the Credit Agreement, Procedure for Borrowing, is hereby
further modified and amended by adding the following new clause (h) at the end of such
Section:




     h. Each Borrower hereby irrevocably appoints Royal Street as the borrowing
agent and attorney-in-fact for all Borrowers (“Administrative Borrower”)
which appointment shall remain in full force and effect unless and until Lender
shall have received prior written notice signed by each Borrower that such
appointment has been revoked and that another Borrower has been appointed
Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes
Administrative Borrower (i) to provide Lender with all notices with respect to
Loans obtained for the benefit of any Borrower and all other notices



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and instructions under this Credit Agreement and (ii) to take such
action as Administrative Borrower deems appropriate on its behalf to
obtain Loans and to exercise such other powers as are reasonably
incidental thereto to carry out the purposes of this Agreement. It is
understood that the handling of the Loans and collateral of Borrower in a
combined fashion, as more fully set forth herein, is done solely as an
accommodation to Borrower in order to utilize the collective borrowing
powers of Borrower in the most efficient and economical manner and at
their request, and that Lender shall not incur liability to any Borrower
as a result hereof. Each Borrower expects to derive benefit, directly or
indirectly, from the handling of the Loans and the collateral in a
combined fashion since the successful operation of each Borrower is
dependent on the continued successful performance of the integrated
group.



     4. Amendment to Section 2.4.
Section 2.4 of the Credit Agreement
Conditions Precedent to Lender’s Obligation to Make Any Loan, is hereby
modified and amended by deleting clause (iii) of such Section and substituting the
following in lieu thereof:




     Lender shall have a perfected first priority security interest in
all of the membership interests in all of Borrower’s
Subsidiaries.



     5. Amendment to Section 2.5. Section 2.5 of the Credit Agreement,
Security Agreement; Leasehold Mortgages, is hereby modified and amended by
deleting clause (a)(iii) of such Section in its entirety and by substituting the
following in lieu thereof:




     To
the extent required by Lender in writing, a first priority lien on all
real property interests of Borrower, including, without limitation, all
Leases, including capital leases, and all real property owned by Borrower in
fee simple. Lender’s liens in the foregoing shall be created by and subject
to the provisions of one or more Leasehold Mortgages, substantially in the
form of Exhibit D, entered, to the extent required by Lender in writing,
with respect to each Lease, parcel of real property or other real property
interest of Borrower.



     6. Amendment to Section 5.4.
Section 5.4 of the Credit Agreement, Subsidiaries, is hereby amended and restated in its
entirety as follows:




     5.4 Subsidiaries.




     a. Royal
Street shall form one or more direct or indirect
Operating Subsidiaries and License Subsidiaries. As soon as practicable after
receipt of any and all required FCC approvals, Royal Street shall contribute one
or more of such Licenses to each of the License Subsidiaries, as contemplated by
Section 2.5(d) of the LLC Agreement, and Royal Street shall contribute all of the
other assets to each Operating Subsidiary in accordance with the Market to be
served by such License Subsidiary.



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     b. Royal
Street shall cause each of its direct or indirect
Subsidiaries to become a party to this Credit Agreement, the Security
Agreement and the Pledge Agreement and to be jointly and severally liable
for all obligations of Borrower hereunder by executing a copy of the form
of counterpart signature page substantially in the form of Exhibit C
attached hereto (or in such other form as may be agreed by Borrower and
Lender) and made a part thereof.



     7. Amendment to Section 5.12.
Section 5.12 of the Credit Agreement,
Leasehold Mortgages, is hereby modified and amended by (i) inserting the phrase
“To the extent required by Lender,” at the beginning of clause (a) of such Section and
(ii) adding the fallowing sentence at the end of clause (c) of such Section;




To the extent Borrower is not required
by Lender to execute a Leasehold Mortgage with respect to any real
property leased to Borrower, at the written request of Lender Borrower shall use commercially reasonable efforts to obtain a
landlord’s waiver and collateral access agreement, in form and substance reasonably satisfactory to Lender,
with respect to each such leased real property.



     8. Amendment
to Section 5.13. Section 5.13 of the Credit
Agreement, Negative Covenants, is hereby modified and amended by deleting the
phrase “except for transfers of Licenses to Holding Subsidiaries” from clause (a) of
such Section and by substituting “except for transfers of Licenses to the License
Subsidiaries and transfers of other assets to Operating Subsidiaries” in lieu thereof.



     9. Amendments
to Sections 6.1. Section 6.1 of the Credit Agreement, Events of Default, is
hereby further modified and amended by deleting “or Borrower shall fail to transfer the Licenses to
Holding Subsidiaries as required in Section 5.4 hereof” in clause (b) of such
Section, Breaches of Other Covenants, and by substituting “Borrower shall fail to
transfer the Licenses to License Subsidiaries or the other assets Operating
Subsidiaries, in each case, as required in Section 5.4 hereof” in lieu thereof.



     10. No
Other Amendments. Except for the amendments, releases, authorizations and
waivers set forth above, the text of the Credit Agreement and the other Loan Documents shall remain
unchanged and in full force and effect.



     11. Conditions
to Effectiveness. This Amendment will be effective as of the date first
written above (the “Effective Date”), subject to the occurrence of each of the
following on or before such date:



     (a) Lender
shall have received counterparts hereof duly executed by Borrower;



     and



     (b) All
of the representations and warranties of Borrower set forth in
the Credit Agreement and this Amendment shall be true and correct in all
material respects with the same effect as though such representations and
warranties had been made on and as of the Effective Date as though made on
and as of such date.




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     12. Representations and Warranties. Royal Street agrees,
represents favor of Lender as follows:



               (a) This Amendment has been executed and delivered by a duly authorized
representative of Royal Street, and the Credit Agreement, as modified and amended by this
Amendment, constitutes a legal, valid and binding obligation of Royal Street and is enforceable
against Royal Street in accordance with its terms, except as may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws or (ii) general
principles of equity;



             
  (b) Except as reflected on Exhibit 1, each representation or warranty of Royal Street
set forth in the Credit Agreement is hereby restated and reaffirmed as true and correct in
all material respects on and as of the Effective Date, and after giving effect to this
Amendment, as if such representation or warranty were made on and as of the Effective Date of,
and after giving effect to, this Amendment;



               (c) No Event of Default (or other event which if not timely cured or corrected
would with the passage of time become an Event of Default) with respect to Royal
Street has occurred and is continuing; and



               (d) As of the date hereof, Royal Street is solvent after giving effect to the
transactions contemplated herein.



     13. Effect on the Credit Agreement. Except is specifically provided herein, the
Credit Agreement and the Loan Documents shall remain in full force and effect, and is hereby
ratified, reaffirmed and confirmed. This Amendment shall be deemed to be a Loan Document
for all purposes.



     14. Counterparts. This Amendment may be executed in any number of separate
counterparts and by the different parties hereto on separate counterparts, each of which shall
be deemed an original and all of which, taken together, shall be deemed to constitute one and the
same instrument. In proving this Amendment in any judicial proceedings, it shall not be
necessary to produce or account for more than one such counterpart signed by the party against
whom such enforcement is sought. Delivery of an executed counterpart of this Amendment by
telefacsimile or other electronic method of transmission shall be equally as effective as
delivery of an original executed counterpart of this Amendment.



     15. Law of Contract. This Amendment shall be governed and construed and
interpreted in accordance with the laws of the State of New York, without regard to its conflict of
laws principles.



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     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year
first written above.



	 	 	 	 	 
	BORROWER: 	ROYAL STREET COMMUNICATIONS, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Robert A. Gerard
 	 
	 	 	Name:  	Robert A. Gerard 	 
	 	 	Title:  	Chief Executive Officer and Chairman of the Management Committee 	 
	 



	 	 	 	 	 
	Lender: 	METROPCS WIRELESS, INC., 

a Delaware corporation

 	 
	 	By:  	/s/ Roger D. Linquist
 	 
	 	 	Name:  	Roger D. Linquist 	 
	 	 	Title:  	President and Chief Executive Officer 	 



-7









 






	 	 	 	 	 



EXHIBIT 1 TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

CREDIT AGREEMENT



MetroPCS Communications, Inc., an affiliate of Royal Street’s largest current customer, MetroPCS
Wireless, Inc. (“MetroPCS”), was recently sued for patent infringement in United States District
Court for the Eastern District of Texas, Marshall Division, Leap Wireless International, Inc. et al
v. MetroPCS Communications, Inc., Case No. 2:062CV240-TJW (Jury). MetroPCS or an affiliate thereof
has begun offering wireless service in portions of Florida using capacity purchased from Royal
Street on wireless systems owned by Royal Street (“the Royal Street Systems”) which are technically
and operationally compatible with the MetroPCS wireless systems that are the basis for the pending
suit. Based on the above-identified lawsuit, the then imminent, and now actual, launch of the
Royal Street Systems, and the technical similarity between the accused MetroPCS systems and the
Royal Street Systems, Royal Street expects, but is not certain, that it will be (1) named as a
defendant in the above-identified, pending patent infringement suit, or (2) sued separately for
alleged infringement of the same patent that is at issue in that suit. To date, however, Royal
Street has received no notice of any such suit and no such suit is currently pending against Royal
Street. Royal Street filed a declaratory judgment action on September 22, 2006 in the United States
District Court for the Middle District of Florida. The defendants therein, Leap Wireless
International, Inc. and Cricket Communications, Inc., have filed a motion to dismiss that
declaratory action or in the alternative to transfer the declaratory judgment section to the
Eastern District of Texas, which motion remains pending.





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