REGISTRATION RIGHTS AGREEMENT by and among METROPCS WIRELESS, INC. THE GUARANTORS PARTY HERETO and BEAR, STEARNS & CO. INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANC OF AMERICA SECURITIES LLC November 3, 2006Registration Rights Agreement • February 13th, 2007 • Metropcs Communications Inc • Radiotelephone communications • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 3, 2006 by and among MetroPCS Wireless, Inc., a Delaware corporation (the “Company”),and each of the guarantors listed on Schedule I hereto (the “Guarantors”) and Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC (the “Initial Purchasers”). The Initial Purchasers have, jointly and not severally, agreed to purchase the Company’s 9 1/4% Senior Notes due November 1, 2014 (the “Notes”) pursuant to the Purchase Agreement (as defined below).
METROPCS WIRELESS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 9 1/4% SENIOR NOTES DUE 2014 INDENTURE Dated as of November 3, 2006 THE BANK OF NEW YORK TRUST COMPANY, N.A. TrusteeMetropcs Communications Inc • February 13th, 2007 • Radiotelephone communications • New York
INDENTURE dated as of November 3, 2006 among MetroPCS Wireless, Inc., a Delaware corporation, the Guarantors (as defined) and The Bank of New York Trust Company, N.A., as trustee.
METROPCS WIRELESS, INC. THE GUARANTORS NAMED ON SCHEDULE I HERETO 91/4% Senior Notes due 2014 Purchase Agreement October 26, 2006 BEAR, STEARNS & CO. INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANC OF AMERICA SECURITIES LLCPurchase Agreement • February 13th, 2007 • Metropcs Communications Inc • Radiotelephone communications • New York
BEAR, STEARNS & CO. INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANC OF AMERICA SECURITIES LLC c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179
SUPPLEMENTAL INDENTURESupplemental Indenture • February 13th, 2007 • Metropcs Communications Inc • Radiotelephone communications • New York
Supplemental Indenture (this “Supplemental Indenture”) dated as of February 6, 2007, among, MetroPCS Massachusetts, LLC, a Delaware limited liability company (“MetroPCS Massachusetts”), MetroPCS Nevada, LLC, a Delaware limited liability company (“MetroPCS Nevada”), MetroPCS New York, LLC, a Delaware limited liability company (“MetroPCS New York”), MetroPCS Pennsylvania, LLC, a Delaware limited liability company (“MetroPCS Pennsylvania”; and collectively with MetroPCS Massachusetts, MetroPCS Nevada and MetroPCS New York, the “Guaranteeing Subsidiaries”), each a subsidiary of MetroPCS Wireless, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
