Exhibit 10.11.2
AMENDMENT NO. 2
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)
June 24, 2005
AMENDMENT NO. 2 TO CREDIT AGREEMENT
This Amendment No. 2 to Credit Agreement ("AMENDMENT NO. 2") is entered
into as of June 24, 2005, 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 that certain
Amendment No. 1 to Credit Agreement dated as of January 26, 2005 (as the same
may be further amended, amended and restated, supplemented or otherwise modified
from time to time, the "CREDIT AGREEMENT"); and
WHEREAS, Lender and each of the Loan Parties desire to amend the Credit
Agreement to decrease the Acquisition Sub-Limit and increase the Build-Out
Sub-Limit, without modifying the total Loan Commitment Amount.
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" and
"Build-Out Sub-Limit" shall be deleted in their entirety and replaced with the
following definitions:
"'ACQUISITION SUB-LIMIT' shall mean $64.2 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."
"'BUILD-OUT SUB-LIMIT' shall mean an amount equal to $24.8 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."
Section 2. Except as expressly amended hereby, the Credit Agreement
remains in full force and effect in accordance with its terms.
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IN WITNESS WHEREOF, the parties hereto have signed this Amendment No. 2 to
Credit Agreement, or have caused this Amendment No. 2 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
Its sole member
By: /s/ Xxxxx Xxxxxx
-----------------------------
Name: Xxxxx Xxxxxx By Alaska Native Broadband, LLC
Title: EVP and CTO Its Manager
By ASRC Wireless Services, Inc.,
Its Manager
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title:
ALASKA NATIVE BROADBAND 1, LLC
By Alaska Native Broadband, LLC
Its Manager
By ASRC Wireless Services, Inc.,
Its Manager
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title:
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