Syniverse Technologies, Inc. and each of the Guarantors named herein 7 ¾% Senior Subordinated Notes due 2013Syniverse Technologies Inc • August 24th, 2005 • Radio & tv broadcasting & communications equipment • New York
INDENTURE dated as of August 24, 2005 among: Syniverse Technologies, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).
SYNIVERSE TECHNOLOGIES, INC. 7¾% SENIOR SUBORDINATED NOTES DUE 2013 PURCHASE AGREEMENTPurchase Agreement • August 24th, 2005 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • New York
Syniverse Technologies, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and considerations set forth herein, to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $175,000,000 in aggregate principal amount of its 7 ¾% Senior Subordinated Notes due 2013 (the “Notes”). The Notes will (i) have terms and provisions which are summarized in the Offering Memorandum (as defined below) dated as of the date hereof and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into between the Company, the Guarantors (as defined below) and The Bank of New York, as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be unconditionally guaranteed (the “Guarantee”) by Syniverse Holdings, Inc. (“Holdings”), Syniverse Technologies of Virginia, Inc. (“Syniverse Virginia”) and Syniverse Brience LLC (“Syniverse Brience”) (each, a “Guarantor” and togeth
Exchange and Registration Rights AgreementSyniverse Technologies Inc • August 24th, 2005 • Radio & tv broadcasting & communications equipment • New York
Syniverse Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 7 ¾% Senior Subordinated Notes due 2013, which are unconditionally guaranteed by Syniverse Holdings, Inc., a Delaware corporation and the direct parent of the Company (“Syniverse Holdings”), and each of Syniverse’s current and future Domestic Subsidiaries, including Syniverse Brience, LLC (“Syniverse Brience”) and Syniverse Technologies of Virginia, Inc. (“Syniverse Virginia”) (collectively, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Transfer Restricted Securities (as defined herein) as follows:
