AMENDMENT NO. 2
EXHIBIT
10.5.2
AMENDMENT NO. 2
to
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 April 16, 2007
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of April 16, 2007, between 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 (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 Company’s
obligations under the Credit Agreement; and
WHEREAS, Cricket, the License Company, Denali Spectrum, Operations Sub and License Sub desire
to further amend the Credit Agreement as set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto
agree as follows:
Section 1. The following definition of “Amortization Commencement Date” shall be
added to Section 1.1. of the Credit Agreement in its proper alphabetical order:
“’Amortization Commencement Date’ shall mean the tenth anniversary of the last Initial Grant
Date (as defined in the LLC Agreement); provided, however, that if DSM makes a Sale
Offer in accordance with the terms of the LLC Agreement prior to such date and Cricket accepts such
offer, then the Amortization Commencement Date shall be extended to the first Business Day
following the date on which Cricket has paid in full the Offer Price (as defined in the LLC
Agreement) to the DSM Members (as provided by Section 8.5 of the LLC Agreement).”
Section 2. The definition of “Commitment Period” contained in Section 1.1. of the
Credit Agreement shall be deleted in its entirety and replaced with the following:
“’Commitment Period’ shall mean the period commencing on the Effective Date and expiring on
the earliest to occur of (a) the Maturity Date, (b) the date that the LLC Agreement is terminated
by either party pursuant to Section 13.1(b) of the LLC Agreement, (c) the date on which the
Management Agreement has been terminated (following the expiration of the applicable notice period)
by Lender pursuant to Section 10.2(b) thereof (other than Section 10.2(b)(iv)), or (d) the
Mandatory Prepayment Date.”
Section 3. The following definition of “Final Principal Amount” shall be added to
Section 1.1. of the Credit Agreement in its proper alphabetical order:
“’Final Principal Amount’ shall have the meaning set forth in Section 2.3(c).”
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Section 4. The definition of “Maturity Date” contained in Section 1.1. of the Credit
Agreement shall be deleted in its entirety and replaced with the following:
“’Maturity Date’ shall mean the fourteenth anniversary of the last Initial Grant Date (as
defined in the LLC Agreement).”
Section 5. Sections 2.3(c), (d) and (e) of the Credit Agreement shall be deleted in
their entirety and replaced with the following:
“c. Subject to Section 2.3(e), until the Amortization Commencement Date, all interest
accrued and unpaid on the aggregate outstanding principal balance of the Loans shall be added to
and become a part of the outstanding principal amount of the Loans on and as of the last day of
each calendar quarter and on and as of the day immediately prior to the Amortization
Commencement Date (such amount outstanding on the day immediately prior to the Amortization
Commencement Date, the “Final Principal Amount”). Notwithstanding anything foregoing to
the contrary, any and all interest that is added to the principal balance of the Loans (i) shall
not count against the Loan Commitment Amount, (ii) shall not be deemed made to Borrower for
purposes of determining whether Loans made to Borrower exceed the Loan Commitment Amount, the
Build-Out Sub-Limit or the Acquisition Sub-Limit and (iii) shall no longer be deemed “unpaid” at
the time so added.
d. 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.
e. On and after the making of any Loan hereunder, within 30 days following the last Business
Day of each quarter in Borrower’s fiscal year, any and all Excess Cash of Guarantor, Borrower and
the Borrower Subsidiaries shall be paid to Lender and shall be credited in accordance with
Section 2.2(d).”
Section 6. Section 6.8(a) of the Credit Agreement shall be amended by inserting the
language “; provided, however, that notwithstanding the foregoing, the financial
statements for the fiscal year ended December 31, 2006 furnished or caused to furnished by Borrower
need not be audited and Borrower shall be deemed to have satisfied its obligations under this
Section 6.8(a) upon furnishing or causing to be furnished unaudited versions of such financial
statements to Lender” at the end of the sentence:
Section 7. Section 6.16(a) of the Credit Agreement shall be amended by (1) inserting
the phrase “solely from Excess Cash” immediately after the parenthetical “(and Guarantor to its
Members)” in clause (iv) thereof, (2) deleting the notation “(x)” from clause (iv) thereof, and (3)
deleting the words “and (y) the Consolidated Leverage Ratio would be less than or equal to
2.00:1.00” from the end of clause (iv) thereof.
Section 8. Section 6.16(b) of the Credit Agreement shall be amended by deleting the
words “terms” and “meanings” from the introduction thereto and replacing them with the words “term”
and “meaning”, by deleting paragraphs (i) and (ii) thereof and renumbering paragraph (iii) thereof
as paragraph (i).
Section 9. Except as expressly amended hereby, the Credit Agreement remains in full
force and effect in accordance with its terms.
[Signatures Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have signed this Amendment No. 2 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 |
DENALI SPECTRUM LICENSE, LLC, as Borrower |
|||||||||
By:
|
/s/ Xxxxxx X. Xxxxxx, Xx. | By | Denali Spectrum, LLC | |||||||
Name:
|
Xxxxxx X. Xxxxxx, Xx. | Its sole member | ||||||||
Title:
|
Senior Vice President | |||||||||
By | Denali Spectrum Manager, LLC | |||||||||
Its Manager | ||||||||||
By | Xxxxx, Limited, Its Manager |
|||||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||||||
Name: | Xxxxxx X. Xxxxxx | |||||||||
Title: | Assistant Treasurer | |||||||||
DENALI SPECTRUM, LLC, as Guarantor |
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By | Denali Spectrum Manager, LLC Its Manager |
|||||||||
By | Xxxxx, Limited, Its Manager |
|||||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||||||
Name: | Xxxxxx X. Xxxxxx | |||||||||
Title: | Assistant Treasurer |
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IN WITNESS WHEREOF, the parties hereto have signed this Amendment No. 2 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, Its sole member |
By | Denali Spectrum License, LLC, Its sole member |
|||||||
By
|
Denali Spectrum, LLC, Its sole member |
By | Denali Spectrum, LLC, Its sole member |
|||||||
By
|
Denali Spectrum Manager, LLC, Its Manager |
By | Denali Spectrum Manager, LLC, Its Manager |
|||||||
By
|
Xxxxx, Limited, Its Manager |
By | Xxxxx, Limited, Its Manager |
|||||||
By:
|
/s/ Xxxxxx X. Xxxxxx | By: | /s/ Xxxxxx X. Xxxxxx | |||||||
Name:
|
Xxxxxx X. Xxxxxx | Name: | Xxxxxx X. Xxxxxx | |||||||
Title:
|
Assistant Treasurer | Title: | Assistant Treasurer |
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