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EXHIBIT 10.28.2
SHARE PLEDGE AGREEMENT
THIS SHARE PLEDGE AGREEMENT (the "Agreement"), is entered into as of
this 6th day of April, 2001 by and between Leap Wireless International, Inc., a
Delaware corporation ("Leap"), and Century Personal Access Network, Inc., a
Louisiana corporation ("CenturyTel").
W I T N E S S E T H:
WHEREAS, Leap has delivered that certain Promissory Note dated as of the
date herewith in favor of CenturyTel (the "Note") in partial payment of the
purchase price for the Initial Licenses under the Amended and Restated Agreement
for Purchase and Sale of Licenses entered into effective as of November 3, 2000
by and among Leap, MVI Corp., an Oregon corporation, Century Personal Access
Network, Inc., a Louisiana corporation, Wisconsin RSA #7, Limited Partnership, a
Wisconsin limited partnership, and Centurytel, Inc., a Louisiana corporation
(the "Purchase Agreement"); and
WHEREAS, CenturyTel has required that the Note be secured as set forth
herein.
NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, Leap hereby agrees with CenturyTel, as follows:
1. Definitions. All capitalized terms used herein without definition
shall have the meanings ascribed thereto in the Note. As used in this Agreement,
unless the context otherwise requires:
"Applicable Law" shall mean, in respect of any Person, all
provisions of constitutions, statutes, rules, regulations and orders of
governmental bodies or regulatory agencies applicable to such Person, including,
without limiting the foregoing, the Licenses (as defined below), the
Communications Act and all orders, decisions, judgments and decrees of all
courts and arbitrators in proceedings or actions to which the Person in question
is a party or by which it is bound.
"Communications Act" shall mean the Communications Act of 1934,
and any similar or successor federal statute, and the rules and regulations of
the FCC thereunder, all as the same may be in effect from time to time.
"Permitted Liens" shall mean, as applied to any Person:
(a) Any Lien in favor of CenturyTel given to secure the
obligations under the Note;
(b) (i) Liens on real estate or other property for
taxes, assessments, governmental charges or levies not yet delinquent and (ii)
Liens for taxes, assessments, judgments, governmental charges or levies or
claims the non-payment of which is being diligently contested in good faith by
appropriate proceedings and for which adequate reserves
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have been set aside on such Person's books, but only so long as no foreclosure,
distraint, sale or similar proceedings have been commenced with respect thereto;
(c) Liens of carriers, warehousemen, mechanics, laborers
and materialmen incurred in the ordinary course of business for sums not yet
overdue by more than thirty (30) days or being diligently contested in good
faith, if reserves or appropriate provisions shall have been made therefor;
(d) Liens incurred in the ordinary course of business in
connection with worker's compensation and unemployment insurance;
(e) Restrictions on the transfer of the Pledged
Securities or other Collateral imposed by the Communications Act and the rules
and regulations thereunder or by the Securities Act of 1933, as amended, and the
rules and regulations thereunder or by any other applicable state or federal
securities laws; and
(f) Liens which are junior in priority to the Security
Interest (as defined below).
"Person" shall mean an individual, corporation, limited
liability company, association, partnership, joint venture, trust or estate, an
unincorporated organization, a government or any agency or political subdivision
thereof, or any other entity.
2. Grant of Security Interest. Leap hereby collaterally assigns and
pledges to CenturyTel and grants and creates a lien on and first priority
continuing security interest (the "Security Interest") in favor of CenturyTel,
in all right, title and interest of Leap in and to the capital stock described
on Schedule 1 (the "Pledged Securities"), and all proceeds thereof, including,
without limitation, dividends and other property received and receivable by Leap
in connection with the Pledged Securities (the Pledged Securities and such
proceeds to be referred to herein collectively as the "Collateral").
This Agreement and the Security Interest secure (i) payment of all obligations
owed to CenturyTel under this Agreement or the Note, as such may be amended from
time to time, and (ii) payment of any and all damage which CenturyTel may suffer
by reason of a breach by Leap of any obligation, covenant or undertaking with
respect to this Agreement or the Note, or any extensions, renewals or amendments
of this Agreement or the Note, to CenturyTel, however created, acquired, arising
or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing, or due or to become due (all of the foregoing obligations of
(i) and (ii) being hereinafter collectively referred to as the "Secured
Obligations").
3. Covenants and Agreements. Leap hereby covenants and agrees that Leap
shall faithfully observe and fulfill, and shall cause to be observed and
fulfilled, each and all of the following covenants:
(a) Further Assurances. Leap hereby authorizes CenturyTel to
file such financing statements and such other documents as CenturyTel may deem
necessary or reasonably desirable to protect or perfect the first priority
security interest of CenturyTel in the Collateral.
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In addition, Leap agrees to make, execute, deliver or cause to be done, executed
and delivered, from time to time, all such further acts, documents and things as
CenturyTel may reasonably require for the purpose of perfecting or protecting
its rights hereunder or otherwise giving effect to this Agreement, all
immediately upon request therefor.
(b) Stock Certificates. Leap shall promptly deliver to
CenturyTel all originals of certificates and other documents, instruments and
agreements evidencing the Collateral which are now held or hereafter received by
Leap, together with blank stock powers executed by Leap.
(c) Limitation on Liens on the Collateral. Leap shall not
create, incur or permit to exist, shall defend the Collateral now owned or
hereafter acquired by it against, and shall take such other action as is
necessary to remove, any lien, charge, encumbrance or claim on or to the
Collateral, other than Permitted Liens. Notwithstanding the provisions of this
Section 3(c) or Section 7, nothing in this Agreement shall be deemed to prohibit
Leap to enter into an agreement to sell the Pledged Securities, or Cricket
Licensee VIII, Inc. or Cricket Licensee IX, Inc. to enter into an agreement to
sell or exchange the Licenses or any portion thereof, provided such agreement
conditions the consummation of such sale of the Pledged Securities or sale or
exchange of the Licenses (or portion thereof) upon the prior written consent of
CenturyTel or the satisfaction of Leap's obligations under the Note with respect
to such Pledged Securities or Licenses prior to or at the time of such
consummation.
4. Representations and Warranties. Leap represents and warrants to
CenturyTel that:
(a) The execution of this Agreement and the fulfillment of the
terms hereof will not result in a breach of any of the terms or provisions of,
or constitute a default under the Amended and Restated Certificate of
Incorporation or By-laws of Leap as presently in effect, or any Applicable Law
respecting Leap or result in the termination or cancellation of or, in any
material respect, any default under any indenture, mortgage, deed of trust, deed
to secure debt or other agreement or instrument to which Leap is a party or by
which Leap is bound, except where such violations, breaches or defaults, if any,
singly or in the aggregate, have not had and are not likely to have a material
adverse effect on Leap and its subsidiaries, taken as a whole; and
(b) Leap has taken all necessary legal action to authorize the
execution and delivery of this Agreement, and this Agreement, when executed and
delivered, will be the valid and binding obligation of Leap enforceable in
accordance with its terms, subject to the limitations on enforceability under
bankruptcy, reorganization, insolvency and similar laws affecting creditors'
rights generally and limitations imposed by the application of general equitable
principles.
5. Priority of Security Interest. Provided that CenturyTel retains
continuous possession of the Pledged Securities, Leap further represents and
warrants that the Security Interest in the Collateral granted to CenturyTel
hereunder shall constitute at all times a valid and perfected first priority
security interest vested in CenturyTel in and upon the Collateral subject only
to Permitted Liens, which Security Interest shall be perfected (as to the
Pledged Securities) by the continuous possession by CenturyTel of such Pledged
Securities and (as to Collateral for which an appropriate method of perfection
is the filing of UCC-1 financing statements) upon the
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due filing of UCC-1 financing statements and continuation statements as required
by the Uniform Commercial Code. Leap shall take or cause to be performed such
acts and actions as shall be necessary or appropriate to assure that the
Security Interest upon the Collateral shall not become subordinate or junior to
the security interests, liens or claims of any other Person, except for
Permitted Liens. Although Leap shall have no obligation to file UCC continuation
statements, it shall, to the extent required by Applicable Law, execute any such
continuation statements and pay all costs associated with the filing thereof.
6. Location of Leap. Leap represents and warrants that its chief
executive office and the location of all of its records concerning the
Collateral is as follows:
Leap Wireless International, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Leap agrees that it shall immediately advise CenturyTel, in writing making
reference to this Section of this Agreement, of the opening of any new place of
business in another state or any change in the location of the place where it
keeps the Collateral to another state.
7. Risk of Loss, Sale of Collateral. Any and all injury to, or loss or
destruction of, the Collateral shall be at Leap's risk, and shall not release
Leap from its obligations hereunder except to the extent that the Uniform
Commercial Code as in effect in the State of Delaware from time to time places
obligations on CenturyTel to protect the Collateral. Except as permitted under
the Note and except for Permitted Liens, Leap agrees not to sell, transfer,
assign, dispose of, mortgage, grant a security interest in, or encumber any of
the Collateral in any manner without the prior written consent of CenturyTel.
Leap shall not permit Cricket Licensee VIII, Inc., a Delaware corporation or
Cricket Licensee IX, Inc., a Delaware corporation, to sell any of its Licenses,
in each case for so long as the shares of such entity constitute Pledged
Securities hereunder, without the prior written consent of CenturyTel.
8. Remedies.
(a) Until the occurrence of an Event of Default under the Note,
Leap shall be permitted (a) to receive all cash distributions paid on the
Collateral (i.e., excluding distributions on the certificate representing the
Collateral paid in additional capital stock, options, warrants or other
instruments which additional capital stock, options, warrants or other
instruments promptly shall be delivered to CenturyTel (with appropriate
endorsements and/or stock powers, as requested by CenturyTel) and shall
constitute a component of the Collateral) and (b) to exercise all voting and
corporate rights with respect to such capital stock.
(b) Upon the occurrence and during the continuance of an Event
of Default under the Note, CenturyTel may do one or more of the following with
respect to the Collateral:
(i) upon written notice to Leap, make such payments and
do such acts as CenturyTel may deem necessary to protect, perfect or continue
the perfection of the Security Interest in the Collateral, including, without
limitation, paying, purchasing, contesting or compromising any lien, charge,
encumbrance or claim which is, or purports to be, prior to or
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superior to the Security Interest granted hereunder, and commencing, appearing
or otherwise participating in or controlling any action or proceeding purporting
to affect the Security Interest in or ownership of the Collateral;
(ii) upon at least ten (10) Business Days' prior written
notice, sell the Collateral, or any part thereof, in one or more parcels at
public or private sale, at CenturyTel's office or elsewhere, at such time or
times, for cash, on credit or for future delivery, and at a commercially
reasonable price or prices and on other commercially reasonable terms. If the
Pledged Securities have been registered under the Securities Act of 1933 as of
the time of such sale, then CenturyTel may effect sales of all or any portion of
the Pledged Securities on any securities exchange or other recognized market,
provided that CenturyTel shall endeavor to sell only such portion of the Pledged
Securities as reasonably must be sold (taking into account the trading price of
the Pledged Securities) in order to generate cash sale proceeds sufficient to
cover the obligations of Leap then in default. If the Pledged Securities have
not been so registered at the time of such sale, then alternatively CenturyTel
shall be entitled at any such sale, if it deems advisable to do so, to restrict
the prospective bidders or purchasers to persons who will provide assurances
satisfactory to CenturyTel that they may be offered and sold the Collateral to
be sold without registration under the Securities Act of 1933, as amended, or
any other applicable state or federal statute, and in compliance with the
requirements of Regulation D promulgated thereunder, and upon the consummation
of any such sale, CenturyTel shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold.
CenturyTel otherwise shall effect the disposition in a commercially reasonable
method in accordance with the applicable Uniform Commercial Code. CenturyTel
agrees to provide at least ten (10) Business Days' prior written notice to Leap
of the time and the place of any public sale or private sale, which notice shall
constitute reasonable notification. At any sale of the Collateral, if permitted
by law, CenturyTel may bid (which bid may be, in whole or in part, in the form
of cancellation of indebtedness) for the purchase of the Collateral or any
portion thereof for the account of CenturyTel. CenturyTel shall not be obligated
to make any sale of the Collateral regardless of notice of sale having been
given. CenturyTel may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.
CenturyTel shall incur no liability as a result of the manner of sale of the
Collateral, or any part thereof, at any public or private sale conducted in a
commercially reasonable manner; and
(iii) exercise in respect of the Collateral, in addition
to other rights and remedies provided for herein or otherwise available to it,
all the rights and remedies of a secured party after default under the
applicable Uniform Commercial Code.
(c) The rights of CenturyTel under this Section 8 shall be
subject to its prior compliance with the Communications Act, FCC rules and
policies promulgated thereunder and state laws and regulations, to the extent
applicable to the exercise of such rights.
9. Indemnity and Expenses.
(a) Leap agrees to indemnify CenturyTel, subject to the
limitations contained in the Purchase Agreement, from and against any and all
reasonable claims, losses and liabilities growing out of or resulting from this
Agreement (including, without limitation, enforcement of
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this Agreement), except to the extent such claims, losses or liabilities result
from the gross negligence or willful misconduct of CenturyTel.
(b) Leap will, upon demand, pay to CenturyTel the amount of any
and all reasonable expenses, including the disbursements and reasonable fees of
CenturyTel's counsel and of any experts, consultants and agents, which
CenturyTel may incur in connection with (i) the exercise or enforcement of any
of the rights of CenturyTel, including without limitation any challenges to the
first priority rank of the security interest granted to CenturyTel under this
Agreement; or (ii) the failure by Leap to perform or observe any
representations, warranties, covenants or any other provisions of this
Agreement.
10. Rights Cumulative. Leap agrees that the rights of CenturyTel under
this Agreement, the Note, the documents executed in connection therewith or any
other contract or agreement now or hereafter in existence among CenturyTel and
Leap shall be cumulative, and that CenturyTel may from time to time exercise
such rights and such remedies as it may have thereunder and under the laws of
the United States and any state, as applicable, in the manner and at the time
that CenturyTel in its sole discretion desires. Leap further expressly agrees
that CenturyTel shall not in any event be under any obligation to resort to any
Collateral prior to exercising any other rights that it may have against Leap or
its property, or to resort to any other collateral for the Secured Obligations
prior to the exercise of remedies hereunder.
11. Remedies Not Exclusive. No transfer or renewal, extension,
assignment or termination of this Agreement or of the Note, or any other
instrument or document executed and delivered by Leap to CenturyTel, nor the
taking of further security, nor the retaking or redelivery of the Collateral to
Leap by CenturyTel, shall release Leap from any obligation, except a release or
discharge executed in writing by CenturyTel with respect to such obligation or
payment of such obligation or upon full payment to CenturyTel and satisfaction
of all the Secured Obligations. CenturyTel shall not by any act, delay, omission
or otherwise, be deemed to have waived any of its rights or remedies hereunder,
unless such waiver is in writing and signed by CenturyTel then only to the
extent therein set forth. A waiver by CenturyTel of any right or remedy on any
occasion shall not be construed as a bar to the exercise of any such right or
remedy which CenturyTel would otherwise have had on any other occasion.
12. Assignment. Leap agrees that this Agreement and rights of CenturyTel
hereunder may in the discretion of such Person be assigned in whole or in part
by such Person in connection with any permitted assignment of the Note or the
indebtedness evidenced thereby. In the event this Agreement is so assigned by
CenturyTel, the term "CenturyTel" wherever used herein shall be deemed to refer
to and include any such assignee or assignees, as appropriate.
13. Successors and Assigns. This Agreement shall apply to and bind the
respective successors and permitted assigns of Leap and CenturyTel.
14. Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be given in a manner prescribed in
Section 12.3 of the Purchase Agreement.
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15. Governing Law. The provisions of this Agreement shall be construed
and interpreted, and all rights and obligations of the parties hereto
determined, in accordance with the laws of the State of Delaware. This
Agreement, together with all documents referred to herein, constitutes the
entire Agreement between Leap and CenturyTel with respect to the matters
addressed herein, and may not be modified except by a writing executed by Leap
and CenturyTel.
16. Severability. If any paragraph or part thereof shall for any reason
be held or adjusted to be invalid, illegal or unenforceable by any court of
competent jurisdiction, such paragraph or part thereof so adjudicated invalid,
illegal or unenforceable shall be deemed separate, distinct and independent, and
the remainder of this Agreement shall remain in full force and effect and shall
not be affected by such holding or adjudication.
17. FCC Consent. Notwithstanding anything herein which may be construed
to the contrary, no action shall be taken by CenturyTel with respect to the
Collateral or any License of the FCC unless and until all requirements of
Applicable Law, including, without limitation, any state law, or any required
approval under the Communications Act, and any applicable rules and regulations
thereunder, requiring the consent to or approval of such action by the FCC or
any governmental or other authority, have been satisfied. Leap covenants that
upon request of CenturyTel after and during the continuance of an Event of
Default it will cause to be filed such applications and take such other action
as may be requested by such Person or Persons to obtain consent or approval of
the FCC or any governmental or other authority which has granted any License to
Leap to any action contemplated by this Agreement and to give effect to the
Security Interest of CenturyTel including, without limitation, the execution of
an application for consent by the FCC to an assignment or transfer involving a
change in ownership or control pursuant to the provisions of the Communications
Act.
18. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument.
19. Release of Security Interest. Provided that no amounts other than
principal and interest not yet due under the Note are outstanding under this
Agreement or the Note, (i) upon CenturyTel's receipt of the first installment
payment from Leap under the Note in the amount of $50,195,458, the Security
Interest granted hereunder in the Collateral constituting Pledged Securities of
Cricket Licensee VIII, Inc. and all proceeds thereof shall automatically cease
to be effective; and (ii) upon CenturyTel's receipt of payment in full from Leap
of all remaining amounts owed under the Note, the Security Interest granted
hereunder in the Collateral constituting Pledged Securities of Cricket Licensee
IX, Inc. and all proceeds thereof shall automatically cease to be effective.
CenturyTel shall promptly return to Leap any portion of the Collateral released
under this Section 19 and shall take any actions reasonably necessary to
permanently terminate and release the Security Interest in each such portion of
the Collateral granted to CenturyTel hereunder and any financing statements
filed in connection herewith which may cease to be effective from time to time
pursuant to this Section 19, and to cause such portion of the Collateral and any
instrument of transfer previously delivered to CenturyTel to be delivered to
Leap, all at the cost and expense of Leap.
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20. Distribution of Proceeds. The proceeds of the Collateral hereunder
from any foreclosure, sale, liquidation, or other disposition of, or realization
upon, the Collateral hereunder shall be applied by CenturyTel in the following
manner: (a) to the payment of all costs and expenses, including reasonable
attorney's fees, of CenturyTel related to such foreclosure, sale, liquidation,
or other disposition of the Collateral hereunder, (b) to CenturyTel in payment
of any accrued but unpaid interest under the Note, until such interest has been
paid in full, (c) to CenturyTel in payment of the outstanding principal amount
of the Note, until the principal amount of such Note has been paid in full, and
(d) to Leap or such other party as may be lawfully entitled to the proceeds
thereof.
21. Waiver of Jury Trial. To the extent permitted by applicable law,
Leap and CenturyTel hereby waive trial by jury in any litigation in any court
with respect to, in connection with, or arising out of this Agreement or the
Note, or any document related to the Purchase Agreement, this Agreement or the
Note or the validity, protection, interpretation, collection or enforcement of
this Agreement or the Note. CenturyTel and Leap agree that this provision is a
specific and material aspect of this Agreement and acknowledges that CenturyTel
would not enter into the Purchase Agreement if this section were not part of
this Agreement.
22. Assignment of Licenses. Concurrently with the execution and delivery
of this Agreement, Leap shall execute and deliver to each of Cricket Licensee
VIII, Inc. and Cricket Licensee IX, Inc. an Assignment of Licenses in the form
attached hereto as Exhibit A (the "Assignment"), assigning (subject to the terms
and conditions set forth therein, including the prior consent of the Federal
Communications Commission ("FCC") to such transfers) to Cricket Licensee VIII,
Inc. certain authorizations of the FCC to construct and operate personal
communications services wireless telecommunications systems (each, a "License")
in the Basic Trading Areas described on Schedule 2 hereto (other than the Salt
Lake City, Utah, BTA) and assigning to Cricket Licensee IX, Inc. the FCC License
for the Salt Lake City, Utah, BTA. As promptly as practicable following the date
hereof, Leap shall take such actions as may be reasonably necessary to obtain
the requisite consent of the FCC to the assignment of the Licenses and to
complete the transfers of such Licenses to Cricket Licensee VIII, Inc. and
Cricket Licensee IX, Inc.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands, by
and through their duly authorized representatives, as of the day and year first
above written.
LEAP: LEAP WIRELESS INTERNATIONAL, INC.
By: /s/ XXXXX X. XXXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxxx
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Title: Senior Vice President,
General Counsel & Secretary
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CENTURYTEL: CENTURY PERSONAL ACCESS NETWORK,
INC.
By: /s/ R. XXXXXXX XXXXX, XX.
---------------------------------
Name: R. Xxxxxxx Xxxxx, Xx.
-------------------------------
Title: Executive Vice President
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SCHEDULE 1
PLEDGED SHARES
Cricket Licensee VIII, Inc. 100 shares of Common Stock
Cricket Licensee IX, Inc. 100 shares of Common Stock
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SCHEDULE 2
CALL SIGN BTA NUMBER BTA NAME BLOCK
--------- ---------- -------- -----
WPOJ600 B399 Xxxx Xxxx Xxxx X0
XXXX000 X000 Xxxxx, XX C1
WPOK607 X000 Xxxxxx, XX C2
WPOK587 X000 Xxxxxxxxx, XX C2
WPOK605 X000 Xxxx Xxxxx, XX C2
WPOK586 X000 Xxxxx Xxxxx, XX C2
WPOK596 B366 Pueblo, CO C4
WPOK581 X000 Xxxx Xxxxx, XX C4, C5
WPOK580 X000 Xxxxxxxxxxxx, XX C4, C5
WPOK598 X000 Xxxxxxxxxxxx, XX C2
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ASSIGNMENT OF LICENSES
This Assignment of Licenses ("Assignment") is dated as of April 5, 2001
by Leap Wireless International, Inc., a Delaware corporation ("Leap "), in favor
of Cricket Licensee VIII, Inc., a Delaware corporation and Cricket Licensee IX,
Inc., a Delaware corporation (collectively, the "Assignees"), each of which are
wholly-owned subsidiaries of Leap.
WHEREAS, Leap desires to assign to the Assignees certain PCS licenses
(the "Licenses") as described on the attached Exhibit A;
WHEREAS, Leap has filed with the Federal Communications Commission
("FCC") an application seeking consent to assign the License for Salt Lake City
(BTA 399) from Leap to Cricket Licensee IX; and
WHEREAS, Leap has requested that its counsel prepare and file with the
FCC applications seeking consent to assign the other Licenses from Leap to
Cricket Licensee VIII.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, subject to, and upon the receipt
of, the FCC's consent to the assignment of the Licenses, Leap hereby conveys,
transfers and assigns the Licenses to the Assignees as described on the attached
Exhibit A.
IN WITNESS WHEREOF, Leap has executed this Assignment as of the date
first above written.
LEAP WIRELESS INTERNATIONAL, INC.
By: /s/ XXXXX X. XXXXXXXX
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EXHIBIT A
Assignee Licenses
-------- ----------------------------------------
Market BTA Band
---------------- --- ----
Cricket Licensee VIII, Inc. Salem, OR 395 C1
Yakima, WA 482 C2
Kennewick, WA 000 X0
Xxxx Xxxxx, XX 000 X0
Xxxxx Xxxxx, XX 202 C2
Pueblo, CO 366 C4
Fort Xxxxx, AR 153 C4,5
Fayetteville, AR 140 C4,5
Russellville, AR 387 C2
Cricket Licensee IX, Inc. Salt Lake City 399 C1
