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EX-10.4.4 3 a37466exv10w4w4.htm EXHIBIT 10.4.4 exv10w4w4
EXECUTION COPY
EXHIBIT 10.4.4
AMENDMENT NO. 3
to
CREDIT AGREEMENT
BY AND AMONG
CRICKET COMMUNICATIONS, INC
(AS LENDER)
(AS LENDER)
AND
DENALI SPECTRUM LICENSE, LLC
(AS BORROWER)
(AS BORROWER)
AND
DENALI SPECTRUM, LLC
DENALI SPECTRUM OPERATIONS, LLC
DENALI SPECTRUM LICENSE SUB, LLC
(AS GUARANTORS)
DENALI SPECTRUM OPERATIONS, LLC
DENALI SPECTRUM LICENSE SUB, LLC
(AS GUARANTORS)
Dated as of March 6, 2008
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of March 6, 2008, among CRICKET COMMUNICATIONS, INC., a Delaware corporation (Cricket) (as Lender), DENALI SPECTRUM LICENSE, LLC, a Delaware limited liability company (the License Company) (as Borrower), DENALI SPECTRUM, LLC, a Delaware limited liability company (Denali Spectrum), DENALI SPECTRUM OPERATIONS, LLC, a Delaware limited liability company (Operations Sub) and DENALI SPECTRUM LICENSE SUB, LLC, a Delaware limited liability company (License Sub) (each of Denali Spectrum, Operations Sub and License Sub, a Guarantor and collectively, the Guarantors).
RECITALS
WHEREAS, Cricket, the License Company and Denali Spectrum entered into that certain Credit Agreement by and among Cricket Communications, Inc., Denali Spectrum License, LLC and Denali Spectrum, LLC, dated as of July 13, 2006 and as amended by Amendment No. 1 to Credit Agreement, dated as of September 28, 2006 and Amendment No. 2 to Credit Agreement dated as of April 16, 2007 (collectively, the Credit Agreement);
WHEREAS, Operations Sub and License Sub each entered into a Borrower Subsidiary Guaranty with Cricket, dated as of November 20, 2006, thereby becoming a guarantor of the License Companys obligations under the Credit Agreement;
WHEREAS, Cricket, the License Company, Denali Spectrum, Operations Sub and License Sub desire to further amend the Credit Agreement as set forth herein; and
WHEREAS, the parties agree that no regulatory approval of this Amendment No. 3 to Credit Agreement is required.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
Section 1. Paragraph (c) of the definition of Permitted Lien is hereby amended by replacing the amount $1,000,000 with the amount $7,500,000.
Section 2. Section 6.9(b) of the Credit Agreement is hereby amended by replacing the amount $5.0 million with the amount $20.0 million.
Section 3. Section 6.9(h) of the Credit Agreement is hereby amended by replacing the amount $2.5 million with the amount $5.0 million.
Section 4. Except as expressly amended hereby, the Credit Agreement remains in full force and effect in accordance with its terms.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have signed this Amendment No. 3 to Credit Agreement, or have caused it to be signed in their respective names by an officer, hereunto duly authorized, on the date first written above.
CRICKET COMMUNICATIONS, INC., | ||||
as Lender | ||||
By: | /s/ S. DOUGLAS HUTCHESON | |||
Name: | S. Douglas Hutcheson | |||
Title: | CEO |
DENALI SPECTRUM LICENSE, LLC, as Borrower | ||
By | Denali Spectrum, LLC | |
Its sole member | ||
By | Denali Spectrum Manager, LLC | |
Its Manager | ||
By | Doyon, Limited, | |
Its Manager |
By: | /s/ JAMES MERY | |||||
Name: Title: | James Mery Interim President/CEO |
DENALI SPECTRUM, LLC, as Guarantor | ||||||
By | Denali Spectrum Manager, LLC Its Manager | |||||
By | Doyon, Limited, Its Manager |
By: | /s/ JAMES MERY | |||||
Name: Title: | James Mery Interim President/CEO |
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IN WITNESS WHEREOF, the parties hereto have signed this Amendment No. 3 to Credit Agreement, or have caused it to be signed in their respective names by an officer, hereunto duly authorized, on the date first written above.
DENALI SPECTRUM OPERATIONS, LLC, as Guarantor | DENALI SPECTRUM LICENSE SUB, LLC, as Guarantor | |||||||||
By | Denali Spectrum License, LLC, | By | Denali Spectrum License, LLC, | |||||||
Its sole member | Its sole member | |||||||||
By | Denali Spectrum, LLC, | By | Denali Spectrum, LLC, | |||||||
Its sole member | Its sole member | |||||||||
By | Denali Spectrum Manager, LLC, | , | By | Denali Spectrum Manager, LLC, | ||||||
Its Manager | Its Manager | |||||||||
By | Doyon, Limited, | By | Doyon, Limited, | |||||||
Its Manager | Its Manager |
By: | /s/ JAMES MERY | By: | /s/ JAMES MERY | |||||
Name: | James Mery | Name: | James Mery | |||||
Title: | Interim President/CEO | Title: | Interim President/CEO |
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