EXHIBIT 10.18.4
AMENDMENT AND WAIVER dated as of
October 27, 2000, to the Parent Agreement dated as of
November 24, 1999 (as amended, the "Parent Agreement"),
among Leap Wireless International, Inc. and Lucent
Technologies Inc., as administrative agent (in such
capacity, the "Administrative Agent") for the lenders from
time to time party to the Credit Agreement dated as of
September 20, 1999, as amended and restated as of October
20, 2000 (the "Credit Agreement"), among Cricket
Communications Holdings, Inc., Cricket Communications, Inc.,
such lenders and the Administrative Agent. Capitalized terms
used herein and not defined herein shall have the meanings
assigned to such terms in the Credit Agreement
WHEREAS the Parent and the Borrower have requested that certain provisions
of the Parent Agreement be amended and waived in certain respects, and the
Lenders and the Administrative Agent are willing to amend and waive such
provisions 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 Waiver 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 8(b) of the Parent Agreement is hereby
amended and restated in its entirety as follows:
(b) The Parent and its subsidiaries (other than the Borrower and the
Subsidiary Loan Parties) will cause all assets owned by the Parent and its
subsidiaries (i) that are used predominantly in the business of the
Borrower and the Subsidiary Loan Parties or (ii) for which the parent or
its subsidiaries have (A) ordered equipment for deployment or (B) commenced
site acquisition, in each case, for the market in which such assets are to
be located, to be owned by the Borrower and the Subsidiary Loan Parties.
SECTION 2. Waivers. (a) The provisions of Section 8(b) of the Parent
Agreement are hereby waived with respect to FCC telecommunications licenses
owned by Parent or any of its subsidiaries for each of the Salem, Oregon,
Spokane, Washington, and Boise, Idaho, markets (each, an "Existing Licensed
Market") from the date hereof until the earlier of (i) sixty (60) days from the
date hereof and (ii) the date that ownership of the FCC License with respect
to such Existing Licensed Market has been transferred from the Parent or any
Affiliate of the Parent to the License Subsidiary for such Existing Licensed
Market; provided that, as a condition to the continued effectiveness of such
waiver, the Parent shall take all reasonable steps to effect such transfer
promptly after the date hereof.
(b) The provisions of Section 8(b) of the Parent Agreement are hereby
waived with respect to FCC telecommunications licenses owned by Parent or any of
its subsidiaries for each of the Omaha, Nebraska, Macon, Georgia, Columbus,
Georgia, Greeley, Colorado, Fort ▇▇▇▇▇▇▇, Colorado, and Eugene, Oregon, markets
(each, a "Future Licensed Market") during the period from the date of
acquisition by the Parent or an Affiliate of the Parent of the FCC License with
respect to such Future Licensed Market until the earlier of (i) sixty (60) days
from the date of such acquisition and (ii) the date that ownership of the FCC
License with respect to such Future Licensed Market has been transferred from
the Parent or any Affiliate of the Parent to the License Subsidiary for such
Future Licensed Market; provided that, as a condition to the continued
effectiveness of such waiver, the Parent shall take all reasonable steps to
effect such transfer promptly after the date of acquisition of such FCC License
by the Parent or an Affiliate of the Parent.
SECTION 3. Applicable Law. THIS AMENDMENT AND WAIVER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 4. Parent Agreement. Except as expressly amended and waived
hereby, the Parent Agreement shall continue in full force and effect in
accordance with the provisions thereof.
SECTION 5. Expenses. The Parent agrees to reimburse the Administrative
Agent for its out-of-pocket expenses in connection with this Amendment and
Waiver, including the fees, charges and disbursements of Cravath, Swaine &
▇▇▇▇▇, counsel for the Administrative Agent.
SECTION 6. Counterparts. This Amendment and Waiver 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 and
Waiver.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver 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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Assistant Secretary
CRICKET COMMUNICATIONS HOLDINGS,
INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Assistant Secretary
CRICKET COMMUNICATIONS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Assistant Secretary
LUCENT TECHNOLOGIES, INC.,
individually and as
Administrative Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
SOCIETE GENERALE
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
