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EXHIBIT 10.30.2
ADV ASSIGNMENT AND ACCEPTANCE
THIS ADV ASSIGNMENT AND ACCEPTANCE (this "ADV Assignment and
Acceptance") dated as of August 1, 2001, between LEAP WIRELESS INTERNATIONAL,
INC. ("LEAP") and XXXXXXXX XXXXXXXXXXXX ("QUALCOMM").
A. QUALCOMM and LEAP executed and delivered the ADV Assignment and
Acceptance (the "Original ADV Assignment") on March 9, 2001, in accordance with
and with reference to Section 2.4(a) of that certain Loan Agreement dated as of
January 22, 2001 (as from time to time amended, modified, supplemented or
restated, the "Loan Agreement"), by and among LEAP (as Borrower), QUALCOMM (as a
Lender), and the other lenders from time to time party thereto (the other
lenders and QUALCOMM, collectively, the "Lenders"), and Citibank, N.A. as
administrative agent for the Lenders (the "Administrative Agent") and as
collateral agent for the Lenders. All capitalized terms used, but not defined
herein, shall have the respective meanings assigned to such terms in the Loan
Agreement.
B. Pursuant to the Original ADV Assignment, QUALCOMM assigned the ADV in
the amount of $125,273,878 to LEAP on March 9, 2001.
C. This ADV Assignment and Acceptance is being executed and delivered in
accordance with and with reference to Section 2.4(e) of the Loan Agreement
pursuant to which LEAP is obligated to return the ADV to QUALCOMM at the request
of QUALCOMM in exchange for QUALCOMM'S commitment to make Cash Loans in the
amount of the ADV, which commitment is confirmed in that certain letter
agreement between LEAP and QUALCOMM dated as of the date of this ADV Assignment
and Acceptance (the "Letter Agreement").
D. On the terms and subject to the conditions set forth in the Loan
Agreement and herein, LEAP desires to transfer and assign to QUALCOMM, and
QUALCOMM desires to accept such transfer and assignment of, and assume from
LEAP, an interest (the "Assigned Interest") in LEAP's rights and obligations in,
to and under the ADV in the amount of $125,273,878.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which consideration are hereby acknowledged, LEAP and QUALCOMM
hereby agree as follows:
1. LEAP hereby transfers and assigns to QUALCOMM WITHOUT RECOURSE, but
subject to LEAP's representations and warranties set forth in Section 3 of this
ADV Assignment and Acceptance, and QUALCOMM hereby accepts such transfer and
assignment and assumes from LEAP, the Assigned Interest; provided that the
effectiveness of the foregoing
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transfer, assignment, acceptance and assumption is conditioned upon confirmation
by the FCC of the assignment to QUALCOMM by LEAP of the Assigned Interest.
2. After the execution and delivery of this ADV Assignment and
Acceptance by QUALCOMM, LEAP will, upon request of QUALCOMM, promptly provide to
QUALCOMM copies of all documents related to the ADV, to the extent QUALCOMM
deems such documents to be necessary for using the Assigned Interest and to the
extent that QUALCOMM does not have access to such documents.
3. LEAP represents and warrants to QUALCOMM, as of the execution of this
ADV Assignment and Acceptance and immediately prior to the transfer and
assignment of the ADV to QUALCOMM pursuant to Section 1 above, that (a) it has
good title to the ADV, free and clear of all Liens, other than restrictions
imposed on the ownership and use of the ADV by the FCC pursuant to the Order and
the FCC Letters and (b) it has not used any portion of the ADV, nor sold,
assigned, conveyed, encumbered or otherwise transferred or disposed of the ADV
or any interest therein, in whole or in part, nor has it entered into any
agreement, understanding or arrangement with respect to the foregoing, other
than under the Loan Agreement, this ADV Assignment and Acceptance and the Letter
Agreement.
4. Except as provided in Section 3 of this ADV Assignment and
Acceptance, LEAP makes no representations or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in connection with the ADV or as to the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the ADV.
5. LEAP AND QUALCOMM agree and acknowledge hereby that (a) following the
execution of this ADV Assignment and Acceptance, it will be delivered to the
Administrative Agent for recording and (b) upon the confirmation by the FCC of
the assignment to QUALCOMM by LEAP of the Assigned Interest, QUALCOMM shall
return to LEAP the Promissory Note executed by LEAP evidencing the ADV Loan made
by QUALCOMM to LEAP as of March 9, 2001.
This ADV Assignment and Acceptance shall be governed by, and construed
in accordance with, the laws of the State of New York.
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In Witness Whereof, each of the parties hereto has caused this ADV
Assignment and Acceptance to be executed and delivered by a duly authorized
person on the date first set forth above.
XXXXXXXX Xxxxxxxxxxxx
By: /s/ XXXX XXXXXXXX
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Printed Name: Xxxx Xxxxxxxx
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Title: Senior Vice President
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LEAP WIRELESS INTERNATIONAL, INC.
By: /s/ XXX XXXXXXXXXX
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Printed Name: Xxx Xxxxxxxxxx
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Title: Senior Vice President, Finance
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Recorded this 1 day of
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August , 2001
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CITIBANK, N.A.,
as the Administrative Agent
By: /s/ XXXXX XXXXXXX
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Printed Name: Xxxxx Xxxxxxx
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Title: Attorney-in-Fact
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