exv10w1



 






EXHIBIT 10.1



AMENDMENT NO. 4


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)


January 9, 2006




 









 








AMENDMENT NO. 4 TO CREDIT AGREEMENT




     This Amendment No. 4 to Credit Agreement (“Amendment No. 4”) is entered into as of January 9,
2006, 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 Amendment No. 1 to Credit Agreement dated as of January 26,
2005, as amended by Amendment No. 2 to Credit Agreement dated as of June 24, 2004 and as amended by
Amendment No. 3 to Credit Agreement dated as of August 26, 2005 (as amended, the “Credit
Agreement”); and



     WHEREAS, Lender and each of the Loan Parties desire to amend the Credit Agreement as provided
herein.



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,” “Amortization
Commencement Date,” “Build-Out Sub-Limit” and “Loan Commitment Amount” shall be deleted in their
entirety and shall be replaced with the following definitions:




“‘Acquisition Sub-Limit’ shall mean $64.222 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.”




“‘Amortization Commencement Date’ shall mean the later of (i) March 31, 2007 and (ii) the
thirtieth (30th) day after the date that ANB notifies or is deemed to notify Cricket,
pursuant to Section 8.2 of the LLC Agreement, that the License Company has satisfied the
Five-Year Construction Requirement with respect to all of the licenses held by the License
Company; provided, however, that if ANB exercises the Put (as defined in the
LLC Agreement) in accordance with the terms of the LLC Agreement prior to such Amortization
Commencement Date, the Amortization Commencement Date shall be extended to the date of the
closing of the Put as set forth in the LLC Agreement.”




“‘Build-Out Sub-Limit’ shall mean an amount equal to $85.778 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.”



 









 






“‘Loan Commitment Amount’ shall mean the aggregate sum of (a) the Acquisition
Sub-Limit and (b) the Build-Out Sub-Limit, which aggregate sum shall in no event
exceed $150.0 million.”



     Section 2.     Section 1 of the Credit Agreement is further amended by inserting the
following additional definitions in their proper alphabetical order:




“‘Five-Year Construction Requirement’ means those construction requirements of 47
C.F.R. Section 24.203(b) that must be satisfied by licensees within five years of
being licensed.




‘Permitted Disposition’ means, if and only if Cricket breaches its obligation under
the LLC Agreement to pay the Put Price and such breach is not cured within thirty
(30) days after Cricket’s receipt of written notice from ANB of such breach, the
sale by Borrower of only that portion of its assets as may be reasonably necessary
to generate net cash proceeds in an amount sufficient to satisfy in full Borrower’s
obligations under the Put Price Guaranty (which may be structured in one or more
sales).




‘Put Price Guaranty’ means the Put Price Guaranty in substantially the form attached
hereto as Exhibit D (as the same may be amended, amended and restated,
supplemented or otherwise modified from time to time) pursuant to which Borrower has
agreed to guarantee Cricket’s obligation under the LLC Agreement to pay the Put
Price.”



     Section 3.     Section 2.3(d) of the Credit Agreement shall be amended by deleting such
Section in its entirety and by replacing it with the following:




“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.”



     Section 4.     Section 6.8(a) of the Credit Agreement shall be amended by inserting the
phrase “Except as provided in the last sentence of Section 5.4 of the LLC Agreement,” at the
beginning of such Section.



     Section 5.     Section 6.9 of the Credit Agreement shall be amended by adding the
following additional clause (f) at the end of such Section:




“f.     the Borrower’s indebtedness under the Put Price Guaranty.”



     Section 6.     Section 6.11(a) of the Credit Agreement shall be amended by
inserting a comma at the end of such Section and by adding the following text at the end



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of such Section: “other than a Permitted Disposition; provided, that the net
cash proceeds from each such Permitted Disposition are paid to ANB to satisfy, in whole or
in part, Borrower’s obligations under the Put Price Guaranty (and to the extent that there
are net cash proceeds in excess of the amount required to satisfy Borrower’s obligations
under the Put Price Guaranty, such excess is retained by Borrower as collateral subject to
Lender’s security interest under the Loan Documents).”




     Section 7.     Section 6.16(a) of the Credit Agreement shall be amended by
deleting the word “and” prior to clause (iv) of such Section and by adding the following
additional clause (v) at the end of such Section:



     “and (v) Borrower may make payments to ANB in respect of Borrower’s obligations under
the Put Price Guaranty; provided that all such payments shall be credited against
Cricket’s obligation to pay the Put Price under the LLC Agreement and the amount of all
such payments shall be deemed to be a distribution to Guarantor (and by Guarantor to ANB)
constituting a return of the ANB Members’ capital contributions to the Company on a pro
rata basis.’



     Section 8.     Section 6.16 of the Credit Agreement is hereby amended by adding
the following additional subsection (c) to such Section:



     “c.     Borrower shall not amend or waive (and Guarantor shall cause Borrower not to amend
or waive) any term or provision of the Put Price Guaranty without the prior written consent
of Cricket, in its sole and absolute discretion.”



     Section 9.     Except as expressly amended hereby, the Credit Agreement remains in full
force and effect in accordance with its terms.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the parties hereto have signed this Amendment No. 4 to Credit Agreement,
or have caused this Amendment No. 4 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

	By:

	 	/s/ Robert J. Irving, Jr.	 	Its sole member

	 
	 	 	 	 	 	 
	Name:

	 	Robert J. Irving, Jr.
	 	By Alaska Native Broadband, LLC

	Title:

	 	Secretary
	 	Its Manager
	 
	 	 	 	 	 	 
	 

	 	 	 	By ASRC Wireless Services, Inc.,

	 

	 	 	 	Its Manager
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ R J Kaufman
	 

	 	 	 	Name:
	 	Raymond J. Kaufman
	 

	 	 	 	Title:
	 	President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	ALASKA NATIVE BROADBAND 1, LLC

	 
	 	 	 	 	 	 
	 

	 	 	 	By Alaska Native Broadband, LLC

	 

	 	 	 	Its Manager
	 
	 	 	 	 	 	 
	 

	 	 	 	By ASRC Wireless Services, Inc.,

	 

	 	 	 	Its Manager
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ R J Kaufman
	 

	 	 	 	Name:
	 	Raymond J. Kaufman
	 

	 	 	 	Title:
	 	President







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