REGISTRATION RIGHTS AGREEMENT Dated as of September 29, 2003 by and among METROPCS, INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO and BEAR, STEARNS & CO. INC. UBS SECURITIES LLCRegistration Rights Agreement • December 23rd, 2003 • Metropcs California/Florida Inc • New York
This Agreement is made pursuant to the Purchase Agreement, dated September 24, 2003 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of September 29, 2003, among the Company, the Guarantors and U.S. Bank National Association, as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).
METROPCS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 10¾% SENIOR NOTES DUE 2011Supplemental Indenture • December 23rd, 2003 • Metropcs California/Florida Inc • New York
INDENTURE dated as of September 29, 2003 among MetroPCS, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) and U.S. Bank National Association, as trustee (the “Trustee”).
MetroPCS, Inc. Series D Convertible Preferred Stock and 6% Subordinated Convertible Notes due 2002Securities Purchase Agreement • December 23rd, 2003 • Metropcs California/Florida Inc • New York
This SECURITIES PURCHASE AGREEMENT, dated as of July 17, 2000 (this “Agreement”), is executed by and among MetroPCS, Inc., a Delaware corporation (the“Company”), subsidiaries listed on Schedule 2 hereto (collectively, the “Subsidiaries”) and each of the PURCHASERS listed on Schedule 1 hereto (collectively, together with their successors and assigns, the “Purchasers”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among MetroPCS, Inc. and The Stockholders, as defined herein Dated as of July 17, 2000Stockholders Agreement • December 23rd, 2003 • Metropcs California/Florida Inc • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is made as of 17th day of July 2000. by and among MetroPCS, Inc., a Delaware corporation (together with any successor thereto, the “Company”), Roger D. Linquist (“Linquist”), C. Boyden Gray (“Gray,” and together with Linquist, the “Class A Stockholders”), the stockholders listed on Schedule 1 hereto (the “Class B Stockholders”), the stockholders listed on Schedule 2 hereto (the “Class C Stockholders”), the stockholders listed on Schedule 3 hereto (the “Series C Preferred Stockholders”) and the stockholders listed on Schedule 4 hereto (the “Series D Preferred Stockholders,” and together with the Class A Stockholders, Class B Stockholders, Class C Stockholders, and Series C Preferred Stockholders, the “Stockholders”). This agreement shall become effective as of the Subsequent Closing (as defined in Annex A).
METROPCS, INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO Purchase Agreement September 24, 2003 BEAR, STEARNS & CO. INC. UBS SECURITIES LLCMetropcs California/Florida Inc • December 23rd, 2003 • New York
MetroPCS, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Bear, Stearns & Co. Inc. and UBS Securities LLC (each, an “Initial Purchaser” and, together, the “Initial Purchasers”) $150,000,000 in aggregate principal amount of 10 3/4% Senior Notes due 2011 (the “Initial Notes”), subject to the terms and conditions set forth herein. The Notes (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined below), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be fully and unconditionally guaranteed as to payment of principal, interest, premium and liquidated damages, if any, on an unsecured senior basis, jointly and severally by each entity listed on Schedule I hereto (collectively, the “Guarantors”) pursuant to guarantees (the “Guarantees”) included in the Indenture.
AMENDED AND RESTATED BYLAWS OF METROPCS, INC. (Formerly General Wireless, Inc.) Dated as of November 16, 2000Metropcs California/Florida Inc • December 23rd, 2003 • Delaware
The Corporation and its stockholders entered into a Stockholders Agreement dated as of December 1, 1995, which, subject to certain contingencies, will be superseded by an Amended and Restated Stockholders Agreement dated as of July 17, 2000, as amended by an Amendment No. 1 thereto dated as of November 13, 2000 (as applicable, and as such agreement may be further supplemented, amended or restated from time to time the “Stockholders Agreement”).
