EXHIBIT 10.17.4
FIRST AMENDMENT (this "Amendment"), dated as of March 18, 2002, to that
certain Parent Agreement, dated as of August 28, 2000 (the "Parent Agreement"),
between LEAP WIRELESS INTERNATIONAL, INC., a Delaware corporation (the "Parent")
and NORTEL NETWORKS INC., as Administrative Agent (in such capacity, the
"Administrative Agent") for the Lenders (as defined in the Credit Agreement
referred to below).
WHEREAS, Cricket Communications Holdings, Inc., Cricket Communications,
Inc. (the "Borrower"), the Lenders party thereto and the Administrative Agent
have entered into that certain Credit Agreement dated as of August 28, 2000 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"). Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Credit Agreement.
WHEREAS, Borrower, the Required Lenders and the Administrative Agent have
agreed to amend certain provisions of the Credit Agreement on the terms and
subject to the conditions set forth in that Third Amendment to the Credit
Agreement dated as of March 18, 2002 (the "Third Credit Agreement Amendment").
WHEREAS, in connection with the Third Credit Agreement Amendment, Parent
and the Administrative Agent have agreed to amend certain provisions of the
Parent Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, for and in consideration of the mutual agreements contained
in this Amendment and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows: Section 1. Amendment. Section 1 of the Parent Agreement is hereby
amended by inserting the following paragraph at the end thereof:
(c) The Parent will (i) perform or cause to be performed each action
required or contemplated to be performed by Parent under Sections 5.19, 5.20 and
5.21 of the Credit Agreement as and when contemplated thereunder and (ii) invest
as equity in Holdings, and cause Holdings to invest as equity in Borrower, the
cash proceeds of any dividend paid by a License Subsidiary pursuant to
subparagraph (i) of Section 6.06 of the Credit Agreement.
Section 2. Conditions to Effectiveness. This Amendment shall
become effective upon (a) execution by the parties hereto and (b) with the
effectiveness of the Third Credit Agreement Amendment.
Section 3. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
Section 4. Parent Agreement. Except as expressly amended hereby,
the Parent Agreement shall continue in full force and effect in accordance with
the provisions thereof. Any reference in the Parent Agreement, the Credit
Agreement or any documents or instruments required thereunder or any annexes or
schedules thereto, to the Parent Agreement shall be deemed to refer to the
Parent Agreement as amended by this Amendment.
Section 5. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract. Delivery of an executed
counterpart of a signature page by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first written above.
LEAP WIRELESS INTERNATIONAL, INC.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Name: ▇. ▇. ▇▇▇▇▇▇▇
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Title: President and COO
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NORTEL NETWORKS INC.,
as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Director, Customer Finance
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