REGISTRATION RIGHTS AGREEMENT Dated as of June 16, 2004 by and among US Unwired Inc. as the Company, each of the Guarantors party hereto and Lehman Brothers Inc., Banc of America Securities LLC and Bear, Stearns & Co. Inc. as the Initial PurchasersRegistration Rights Agreement • July 9th, 2004 • Texas Unwired • Radiotelephone communications • New York
This Registration Rights Agreement (this “Agreement”) is dated as of June 16, 2004, by and among US Unwired Inc., a Louisiana corporation (the “Company”), Georgia PCS Leasing, LLC, a Georgia limited liability company, Georgia PCS Management, L.L.C., a Georgia limited liability company, Louisiana Unwired, LLC, a Louisiana limited liability company, Unwired Telecom Corp., a Louisiana corporation, and Texas Unwired, a Louisiana general partnership (each a “Guarantor” and, collectively the “Guarantors”) and Lehman Brothers Inc., Banc of America Securities LLC and Bear, Stearns & Co. Inc. (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase $125,000,000 aggregate principal amount of First Priority Senior Secured Floating Rate Notes due 2010 (the “2010 Notes”) and $235,000,000 aggregate principal amount of 10% Second Priority Senior Secured Notes due 2012 (the “2012 Notes” and together with the 2010 Notes, the “Notes”) pursuant to the
MANAGEMENT AGREEMENT among US UNWIRED INC. IWO HOLDINGS, INC. INDEPENDENT WIRELESS ONE CORPORATION and INDEPENDENT WIRELESS ONE LEASED REALTY CORPORATIONManagement Agreement • July 9th, 2004 • Texas Unwired • Radiotelephone communications • Louisiana
This Management Agreement (the “Agreement”) is entered into as of April 1, 2004, by and among US Unwired Inc., a Louisiana corporation (“USU”), IWO Holdings, Inc., a Delaware corporation (“Holdings”), Independent Wireless One Corporation, a Delaware corporation (“Independent”), and Independent Wireless One Leased Realty Corporation, a Delaware corporation (“Realty”) (Realty, Independent and Holdings are collectively “IWO”).
US UNWIRED INC., AND THE GUARANTORS NAMED HEREIN TO U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 16, 2004 First Priority Senior Secured Floating Rate Notes due 2010Texas Unwired • July 9th, 2004 • Radiotelephone communications • New York
INDENTURE, dated as of June 16, 2004 (this “Indenture”), between US Unwired Inc., a corporation organized and existing under the laws of the State of Louisiana (herein called the “Company”), having its principal office at 901 Lakeshore Drive, Lake Charles, Louisiana 70601, the Guarantors listed on Schedule 1 hereto and U.S. Bank National Association a national banking association, as trustee (herein called the “Trustee”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 9th, 2004 • Texas Unwired • Radiotelephone communications • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “IP Security Agreement”) dated as of June 16, 2004 between US UNWIRED INC., a corporation duly organized and validly existing under the laws of the State of Louisiana (the “Company”), each of the Subsidiaries of the Company identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (individually, a “Guarantor” and, together with the Company, individually an “Obligor” and, collectively, the “Obligors”), and U.S. Bank National Association, as collateral agent for the Secured Parties from time to time party to the Intercreditor Agreement referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
PARTNERSHIP AGREEMENT OF TEXAS UNWIREDPartnership Agreement • July 9th, 2004 • Texas Unwired • Radiotelephone communications • Louisiana
THIS PARTNERSHIP AGREEMENT (this “Agreement”) is entered into effective as of October 22, 1999 (the “Effective Date”), by and among LOUISIANA UNWIRED LLC, a Louisiana limited liability company (“Unwired”), FORT BEND TELEPHONE COMPANY, a Texas corporation (“Fort Bend”), and XIT LEASING, INC., a Texas corporation (“XIT”) (collectively, the “Partners”), on the following terms and conditions:
OPERATING AGREEMENT OF GEORGIA PCS MANAGEMENT Original Effective Date June 5, 1998 Amended April 16, 1999 Amended November 22, 1999Limited Liability Company Operating Agreement • July 9th, 2004 • Texas Unwired • Radiotelephone communications • Georgia
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (“Agreement”) is entered into effective as of June 5, 1998 (“Effective Date”), by and among the Entities (collectively referred to as the “parties”) listed on Exhibit A attached to this Agreement. Individually, these Entities are each Members of Georgia PCS Management, L.L.C., a Georgia limited liability company (“Company”).
US UNWIRED INC. $125,000,000 First Priority Senior Secured Floating Rate Notes due 2010 and $235,000,000 of 10% Second Priority Senior Secured Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • July 9th, 2004 • Texas Unwired • Radiotelephone communications • New York
US Unwired Inc., a Louisiana corporation (the “Company”), proposes, upon the terms and considerations set forth herein, to issue and sell to Lehman Brothers Inc., Banc of America Securities LLC and Bear, Stearns & Co. Inc. (collectively, the “Initial Purchasers”), $360,000,000 aggregate principal amount of Notes (as defined below) consisting of $125,000,000 aggregate principal amount of First Priority Senior Secured Floating Rate Notes due 2010 (the “2010 Notes”) and $235,000,000 aggregate principal amount of 10% Second Priority Senior Secured Notes due 2012 (the “2012 Notes” and together with the 2010 Notes, collectively referred to as, the “Notes”). The Notes will have terms and provisions which are summarized in the Offering Memorandum (as defined below). The 2010 Notes are to be issued pursuant to an indenture (the “2010 Indenture”) to be dated as of June 16, 2004 (the “Closing Date”), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trust
LEASE AGREEMENTLease Agreement • July 9th, 2004 • Texas Unwired • Radiotelephone communications • Louisiana
This lease agreement (“Lease”) is entered into between UniBill, L.L.C. (“LESSOR”), whose current mailing address is 844 Ryan Street, Lake Charles, Louisiana 70601, and US Unwired Inc. (“LESSEE”), whose current mailing address is 901 Lakeshore Drive, Lake Charles, LA 70601, effective as of the 16th day of January, 2004.
GEORGIA PCS LEASING, LLC OPERATING AGREEMENTOperating Agreement • July 9th, 2004 • Texas Unwired • Radiotelephone communications • Georgia
This Operating Agreement (the “Agreement”) of Georgia Leasing, LLC, a Georgia limited liability company (the “Company”) is adopted as of March 8, 2002 by Georgia PCS Management, L.L.C., a Georgia limited liability company (the “Member”), as sole member of the Company.
SECURITY AGREEMENT dated as of June 16, 2004 between US UNWIRED INC., the GUARANTORS party hereto and U.S. BANK NATIONAL ASSOCIATION, as Collateral AgentSecurity Agreement • July 9th, 2004 • Texas Unwired • Radiotelephone communications • New York
SECURITY AGREEMENT (this “Agreement”), dated as of June 16, 2004, between US UNWIRED, INC., a Louisiana Corporation (the “Company”), each of the Subsidiaries of the Company identified under the caption “Subsidiary Guarantors” on the signature pages hereto (individually, a “Guarantor” and, together with the Company and any other entity that may become a party hereto as a “Guarantor hereunder” as provided herein, individually an “Obligor” and, collectively, the “Obligors”), and U.S. Bank National Association, as Collateral Agent for the Secured Parties under and as defined in the Intercreditor Agreement referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
MULTIPLE INDEBTEDNESS MORTGAGE, STATE OF LOUISIANA ASSIGNMENT OF LEASES AND RENTS, PARISH OF CALCASIEU SECURITY AGREEMENT AND FIXTURE FILINGMultiple Indebtedness Mortgage • July 9th, 2004 • Texas Unwired • Radiotelephone communications
US UNWIRED INC. (TIN: 72-1457316), a corporation duly organized and validly existing under the laws of the State of Louisiana, appearing herein through Robert W. Piper, its President and CEO pursuant to a resolution by its Board of Directors, a certified extract of which is attached hereto and made a part hereof, with a mailing address of 901 Lakeshore Drive, Lake Charles, LA 70601 (“Mortgagor”)
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 9th, 2004 • Texas Unwired • Radiotelephone communications • New York
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of June 16, 2004, between U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee for the 2010 Noteholders referred to below (in such capacity, together with its successors and assigns in such capacity, the “2010 Notes Trustee”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee for the 2012 Noteholders referred to below ( in such capacity, together with its successors and assigns in such capacity, the “2012 Notes Trustee”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as collateral agent pursuant to the 2010 Indenture and the 2012 Indenture, defined below (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), US UNWIRED INC., a Louisiana corporation (the “Company”), each of the Subsidiaries of the Company identified under the caption “Subsidiary Guarantors” on the signature pages hereto (individually, a “Guarantor” and colle
