Exhibit No

EX-10.1 2 a16090exv10w1.htm EXHIBIT 10.1 exv10w1
 

EXHIBIT 10.1
AMENDMENT NO. 4
TO
CREDIT AGREEMENT
BY AND AMONG
CRICKET COMMUNICATIONS, INC.
(AS LENDER)
AND
ALASKA NATIVE BROADBAND 1 LICENSE, LLC
(AS BORROWER)
AND
ALASKA NATIVE BROADBAND 1, LLC
(AS GUARANTOR)
January 9, 2006

 


 

AMENDMENT NO. 4 TO CREDIT AGREEMENT
     This Amendment No. 4 to Credit Agreement (“Amendment No. 4”) is entered into as of January 9, 2006, by and among Cricket Communications, Inc., a Delaware corporation (“Lender”), Alaska Native Broadband 1 License, LLC, a Delaware limited liability company (“Borrower”), and Alaska Native Broadband 1, LLC, a Delaware limited liability company (“Guarantor,” and together with Borrower, the “Loan Parties”).
RECITALS
     WHEREAS, Lender and each of the Loan Parties entered into that certain Credit Agreement dated as of December 22, 2004, as amended by Amendment No. 1 to Credit Agreement dated as of January 26, 2005, as amended by Amendment No. 2 to Credit Agreement dated as of June 24, 2004 and as amended by Amendment No. 3 to Credit Agreement dated as of August 26, 2005 (as amended, the “Credit Agreement”); and
     WHEREAS, Lender and each of the Loan Parties desire to amend the Credit Agreement as provided herein.
AGREEMENT
     NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
     Section 1.     The definitions for the terms “Acquisition Sub-Limit,” “Amortization Commencement Date,” “Build-Out Sub-Limit” and “Loan Commitment Amount” shall be deleted in their entirety and shall be replaced with the following definitions:
‘Acquisition Sub-Limit’ shall mean $64.222 million, which shall be used solely to participate in the Auction and to pay the net winning bids for licenses for which Borrower is the Winning Bidder, including to make any required deposits or down payments to the FCC in connection therewith.”
‘Amortization Commencement Date’ shall mean the later of (i) March 31, 2007 and (ii) the thirtieth (30th) day after the date that ANB notifies or is deemed to notify Cricket, pursuant to Section 8.2 of the LLC Agreement, that the License Company has satisfied the Five-Year Construction Requirement with respect to all of the licenses held by the License Company; provided, however, that if ANB exercises the Put (as defined in the LLC Agreement) in accordance with the terms of the LLC Agreement prior to such Amortization Commencement Date, the Amortization Commencement Date shall be extended to the date of the closing of the Put as set forth in the LLC Agreement.”
‘Build-Out Sub-Limit’ shall mean an amount equal to $85.778 million, which shall be used by Borrower to fund the Build-Out and initial operation of the ANB-1 License Systems, including payment of management fees, if any, to ANB and Cricket.”

 


 

‘Loan Commitment Amount’ shall mean the aggregate sum of (a) the Acquisition Sub-Limit and (b) the Build-Out Sub-Limit, which aggregate sum shall in no event exceed $150.0 million.”
     Section 2.     Section 1 of the Credit Agreement is further amended by inserting the following additional definitions in their proper alphabetical order:
‘Five-Year Construction Requirement’ means those construction requirements of 47 C.F.R. Section 24.203(b) that must be satisfied by licensees within five years of being licensed.
‘Permitted Disposition’ means, if and only if Cricket breaches its obligation under the LLC Agreement to pay the Put Price and such breach is not cured within thirty (30) days after Cricket’s receipt of written notice from ANB of such breach, the sale by Borrower of only that portion of its assets as may be reasonably necessary to generate net cash proceeds in an amount sufficient to satisfy in full Borrower’s obligations under the Put Price Guaranty (which may be structured in one or more sales).
‘Put Price Guaranty’ means the Put Price Guaranty in substantially the form attached hereto as Exhibit D (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time) pursuant to which Borrower has agreed to guarantee Cricket’s obligation under the LLC Agreement to pay the Put Price.”
     Section 3.     Section 2.3(d) of the Credit Agreement shall be amended by deleting such Section in its entirety and by replacing it with the following:
“On the tenth (10th) calendar day following the Amortization Commencement Date and on each quarterly anniversary of such tenth calendar day, Borrower shall pay principal installments equal to one-sixteenth (1/16) of the Final Principal Amount together with interest installments equal to the amount of the unpaid interest accrued on the outstanding Final Principal Amount until the Maturity Date, at which time the entire remaining balance of principal and accrued interest together with all other amounts due and owing under the Loan Documents to the extent not paid shall be due and payable.”
     Section 4.     Section 6.8(a) of the Credit Agreement shall be amended by inserting the phrase “Except as provided in the last sentence of Section 5.4 of the LLC Agreement,” at the beginning of such Section.
     Section 5.     Section 6.9 of the Credit Agreement shall be amended by adding the following additional clause (f) at the end of such Section:
“f.     the Borrower’s indebtedness under the Put Price Guaranty.”
     Section 6.     Section 6.11(a) of the Credit Agreement shall be amended by inserting a comma at the end of such Section and by adding the following text at the end

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of such Section: “other than a Permitted Disposition; provided, that the net cash proceeds from each such Permitted Disposition are paid to ANB to satisfy, in whole or in part, Borrower’s obligations under the Put Price Guaranty (and to the extent that there are net cash proceeds in excess of the amount required to satisfy Borrower’s obligations under the Put Price Guaranty, such excess is retained by Borrower as collateral subject to Lender’s security interest under the Loan Documents).”
     Section 7.     Section 6.16(a) of the Credit Agreement shall be amended by deleting the word “and” prior to clause (iv) of such Section and by adding the following additional clause (v) at the end of such Section:
     “and (v) Borrower may make payments to ANB in respect of Borrower’s obligations under the Put Price Guaranty; provided that all such payments shall be credited against Cricket’s obligation to pay the Put Price under the LLC Agreement and the amount of all such payments shall be deemed to be a distribution to Guarantor (and by Guarantor to ANB) constituting a return of the ANB Members’ capital contributions to the Company on a pro rata basis.’
     Section 8.     Section 6.16 of the Credit Agreement is hereby amended by adding the following additional subsection (c) to such Section:
     “c.     Borrower shall not amend or waive (and Guarantor shall cause Borrower not to amend or waive) any term or provision of the Put Price Guaranty without the prior written consent of Cricket, in its sole and absolute discretion.”
     Section 9.     Except as expressly amended hereby, the Credit Agreement remains in full force and effect in accordance with its terms.
[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties hereto have signed this Amendment No. 4 to Credit Agreement, or have caused this Amendment No. 4 to Credit Agreement to be signed in their respective names by an officer, hereunto duly authorized, on the date first written above.
             
CRICKET COMMUNICATIONS, INC.
  ALASKA NATIVE BROADBAND 1 LICENSE, LLC
 
           
 
      By Alaska Native Broadband 1, LLC
By:
  /s/ Robert J. Irving, Jr.   Its sole member
 
           
Name:
  Robert J. Irving, Jr.   By Alaska Native Broadband, LLC
Title:
  Secretary   Its Manager
 
           
 
      By ASRC Wireless Services, Inc.,
 
      Its Manager
 
           
 
      By:   /s/ R J Kaufman
 
      Name:   Raymond J. Kaufman
 
      Title:   President
 
           
 
           
 
      ALASKA NATIVE BROADBAND 1, LLC
 
           
 
      By Alaska Native Broadband, LLC
 
      Its Manager
 
           
 
      By ASRC Wireless Services, Inc.,
 
      Its Manager
 
           
 
      By:   /s/ R J Kaufman
 
      Name:   Raymond J. Kaufman
 
      Title:   President

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