Exhibit 4.2.1
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this
"AMENDMENT"), dated as of June 7, 2005, is by and among Leap Wireless
International, Inc., a Delaware corporation (the "COMPANY"), and the Holders of
Registrable Securities who are parties hereto.
RECITALS
A. The Company and the Holders of Registrable Securities who are
parties hereto previously entered into that certain Registration Rights
Agreement dated as of August 16, 2004 (the "AGREEMENT").
B. Pursuant to Section 10.3 of the Agreement, the Agreement may be
amended only by a written agreement signed by the Company and the Holders of a
majority of the Registrable Securities then outstanding.
C. The Company and the Holders of Registrable Securities who are
parties hereto, constituting a majority of the outstanding Registrable
Securities, now desire to amend the Agreement as set forth herein.
AGREEMENTS
In consideration of the foregoing, and the agreements set forth below,
the parties hereby agree with each other as follows:
1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Agreement.
2. AMENDMENT TO SECTION 4.1. The phrase "within thirty (30) days
following the issuance by the Company's independent public accountants of their
audit report covering the Company's post-emergence "fresh-start" financial
statements" set forth in the first sentence of Section 4.1 of the Agreement
shall be deleted in its entirety and shall be replaced with the phrase "not
later than June 30, 2005".
3. NO OTHER AMENDMENTS. Except as expressly provided in this Amendment,
the Agreement is, and shall continue to be, in full force and effect in
accordance with its terms, without amendment thereto, and is, in all respects,
ratified and confirmed. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute one and the
same instrument. This Amendment may be executed by facsimile signatures.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Registration Rights Agreement to be duly executed and delivered as of the
date first above written.
LEAP WIRELESS INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxx, Xx.
Title: Secretary
MHR INSTITUTIONAL PARTNERS II LP
MHR INSTITUTIONAL PARTNERS IIA LP
BY MHR INSTITUTIONAL ADVISORS II LLC, ITS GP
By: /s/ Xxx Xxxxxxxxx
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Name: Xxx Xxxxxxxxx
Title: Authorized Signatory
HIGHLAND CAPITAL MANAGEMENT, L.P.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, CFA, CPA
Title: President
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