exv10w3



 









Exhibit 10.3




EXECUTION COPY



SUBSIDIARY GUARANTY


Dated as of August 8, 2006


From


THE GUARANTORS REFERRED TO HEREIN


and


THE ADDITIONAL GUARANTORS REFERRED TO HEREIN


 as Guarantors


in favor of


THE ADMINISTRATIVE AGENT AND THE LENDERS REFERRED TO IN

THE CREDIT AGREEMENT REFERRED TO HEREIN










 



 




TABLE OF CONTENTS




	 	 	 	 	 
	Section	 	Page
	Section 1. Guaranty; Limitation of Liability 
	 	 	1	 
	Section 2. Guaranty Absolute 
	 	 	2	 
	Section 3. Waivers and Acknowledgments 
	 	 	3	 
	Section 4. Subrogation
	 	 	4	 
	Section 5. Payments Free and Clear of Taxes, Etc.
	 	 	5	 
	Section 6. Representations and Warranties 
	 	 	5	 
	Section 7. Covenants 
	 	 	5	 
	Section 8. Amendments, Guaranty Supplements, Etc.
	 	 	5	 
	Section 9. Notices, Etc.
	 	 	6	 
	Section 10. No Waiver; Remedies 
	 	 	6	 
	Section 11. Right of Set-off 
	 	 	6	 
	Section 12. Indemnification 
	 	 	7	 
	Section 13. Subordination 
	 	 	7	 
	Section 14. Release of Guaranty
	 	 	8	 
	Section 15. Continuing Guaranty; Assignments under the Credit Agreement 
	 	 	8	 
	Section 16. Execution in Counterparts 
	 	 	8	 
	Section 17. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.
	 	 	8	 
	 
	Exhibit A — Guaranty Supplement
	 	 	 	 












 



 


SUBSIDIARY GUARANTY




          SUBSIDIARY GUARANTY dated as of August 8, 2006 made by the Persons listed on the signature
pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in
Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the
“Guarantors” and, individually, each a “Guarantor”) in favor of the Lenders (as defined in the
Credit Agreement referred to below) and the Administrative Agent (as defined in the Credit
Agreement referred to below) (as amended or otherwise modified from time to time, the “Guaranty”).




          PRELIMINARY STATEMENT. Cricket Communications, Inc., a Delaware corporation (the “Borrower”),
is party to that certain bridge credit agreement dated as of August 8, 2006 (as amended or
otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined therein
and not otherwise defined herein being used herein as therein defined) among the Borrower, the
Guarantors, certain Lenders from time to time party thereto (the “Lenders”) and Citicorp North
America, Inc., as administrative agent (in such capacity, the “Administrative Agent”). Each
Guarantor may receive, directly or indirectly, a portion of the proceeds of the Loans under the
Credit Agreement and will in any event derive substantial direct and indirect benefits from the
transactions contemplated by the Credit Agreement. It is a condition precedent to the
effectiveness of the Credit Agreement and the making of the Loans that each Guarantor shall have
executed and delivered this Guaranty.




          NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to enter
into and make Loans under the Credit Agreement, each Guarantor, jointly and severally with each
other Guarantor, hereby agrees as follows:




          Section 1.   Guaranty; Limitation of Liability. (a) Each Guarantor hereby
absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at
scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise,
of all Obligations of each other Loan Party now or hereafter existing under or in respect of the
Loan Documents (including, without limitation, any extensions, modifications, substitutions,
amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect,
absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract
causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed
Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and
expenses of counsel) incurred by the Administrative Agent or any other Lender in enforcing any
rights under this Guaranty or any other Loan Document. Without limiting the generality of the
foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any other Loan Party to the Administrative Agent or any
Lender under or in respect of the Loan Documents but for the fact that they are unenforceable or
not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving
such other Loan Party.




          (b) Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each
other Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and
the Obligations of each Guarantor hereunder not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the










 



2



Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Guaranty and the Obligations of each
Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other
Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under
this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations
of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For
purposes hereof, “Bankruptcy Law” means any proceeding of the type referred to in Section 8.01(f)
of the Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal or state law for
the relief of debtors.




          (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment
shall be required to be made to the Administrative Agent or any Lender under this Guaranty or the
Parent Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent
permitted by law, such amounts to each other Guarantor and Holdings and each other guarantor so as
to maximize the aggregate amount paid to the Lenders under or in respect of the Loan Documents.




          Section 2.   Guaranty Absolute. Each Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of
any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of the Administrative Agent or any Lender with respect thereto. The
Obligations of each Guarantor under or in respect of this Guaranty are independent of the
Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the
Loan Documents, and a separate action or actions may be brought and prosecuted against each
Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the
Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any
such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable,
absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any
defenses it may now have or hereafter acquire in any way relating to, any or all of the following:





     (a) any lack of validity or enforceability of any Loan Document or any agreement or
instrument relating thereto;




     (b) any change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under
or in respect of the Loan Documents, or any other amendment or waiver of or any consent to
departure from any Loan Document, including, without limitation, any increase in the
Guaranteed Obligations resulting from the extension of additional credit to any Loan Party
or any of its Subsidiaries or otherwise;




     (c) any taking, exchange, release or non-perfection of any collateral, or any taking,
release or amendment or waiver of, or consent to departure from, any other guaranty, for all
or any of the Guaranteed Obligations;









 



3



     (d) any manner of application of any collateral, or proceeds thereof, or any other
guaranty, to all or any of the Guaranteed Obligations, or any manner of sale or other
disposition of any collateral for all or any of the Guaranteed Obligations or any other
Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party
or any of its Subsidiaries;




     (e) any change, restructuring or termination of the corporate structure or existence of
any Loan Party or any of its Subsidiaries;




     (f) any failure of any Lender to disclose to any Loan Party any information relating to
the business, condition (financial or otherwise), operations, performance, properties or
prospects of any other Loan Party now or hereafter known to such Lender (each Guarantor
waiving any duty on the part of the Lenders to disclose such information);




     (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty
Supplement (as hereinafter defined) or any other guaranty or agreement or the release or
reduction of liability of any Guarantor or other guarantor or surety with respect to the
Guaranteed Obligations; or




     (h) any other circumstance (including, without limitation, any statute of limitations)
or any existence of or reliance on any representation by any Lender that might otherwise
constitute a defense available to, or a discharge of, any Loan Party or any other guarantor
or surety (other than indefeasible payment in full of the Guaranteed Obligations).


This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any
Lender, the Administrative Agent or any other Person upon the insolvency, bankruptcy or
reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had
not been made.




          Section 3.   Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally
and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for
performance, notice of nonperformance, default, acceleration, protest or dishonor and any other
notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that
the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any Loan Party or any other Person
or any collateral.




          (b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this
Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed
Obligations, whether existing now or in the future.




          (c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by
reason of any claim or defense based upon an election of remedies by the
Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise
adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification










 



4



rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan
Parties, any other guarantor or any other Person or any collateral and (ii) any defense based on
any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor
hereunder.




          (d) Each Guarantor acknowledges that the Administrative Agent (or an agent thereof) may,
without notice to or demand upon such Guarantor and without affecting the liability of such
Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor
hereby waives any defense to the recovery by the Administrative Agent (or an agent thereof) and the
other Lenders against such Guarantor of any deficiency after such nonjudicial sale and any defense
or benefits that may be afforded by applicable law.




          (e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the
Administrative Agent or any Lender to disclose to such Guarantor any matter, fact or thing relating
to the business, condition (financial or otherwise), operations, performance, properties or
prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by the
Administrative Agent or such Lender.




          (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits
from the financing arrangements contemplated by the Loan Documents and that the waivers set forth
in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.




          Section 4.   Subrogation. Each Guarantor hereby unconditionally and irrevocably
agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower,
any other Loan Party or any other insider guarantor that arise from the existence, payment,
performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty or
any other Loan Document, including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to participate in any claim or remedy of
the Administrative Agent or any Lender against the Borrower, any other Loan Party or any other
insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or
under contract, statute or common law, including, without limitation, the right to take or receive
from the Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in
cash or other property or by set-off or in any other manner, payment or security on account of such
claim, remedy or right, in each case unless and until all of the Guaranteed Obligations and all
other amounts payable under this Guaranty shall have been paid in full in cash and the Commitments
shall have expired or been terminated. If (i) any Guarantor shall make payment to any Lender of
all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other
amounts payable under this Guaranty shall have been paid in full in cash, (iii) the Final Maturity
Date shall have occurred and (iv) all Commitments shall have expired or been terminated, the
Lenders will, at such Guarantor’s request and expense, execute and deliver to such Guarantor
appropriate documents, without recourse and without representation or warranty, necessary to
evidence the transfer by subrogation to such Guarantor
of an interest in the Guaranteed Obligations resulting from such payment made by such
Guarantor pursuant to this Guaranty.










 



5




          Section 5.   Payments Free and Clear of Taxes, Etc. Any and all payments made by each
Guarantor under or in respect of this Guaranty or any other Loan Document shall be made free and
clear of and without deduction for any and all present or future Indemnified Taxes or Other Taxes
on the same terms and to the same extent that payments by the Borrower are required to be made free
and clear of Indemnified Taxes or Other Taxes pursuant to the terms of the Credit Agreement.




          Section 6.   Representations and Warranties. Each Guarantor hereby makes each
representation and warranty made in the Loan Documents by the Borrower with respect to such
Guarantor and each Guarantor hereby further represents and warrants as follows:





     (a) There are no conditions precedent to the effectiveness of this Guaranty that have
not been satisfied or waived.




     (b) Such Guarantor has, independently and without reliance upon the Administrative
Agent or any Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Guaranty and each
other Loan Document to which it is or is to be a party, and such Guarantor has established
adequate means of obtaining from each other Loan Party on a continuing basis information
pertaining to, and is now and on a continuing basis will be completely familiar with, the
business, condition (financial or otherwise), operations, performance, properties and
prospects of such other Loan Party.



          Section 7.   Covenants. Each Guarantor covenants and agrees that, so long as any part
of the Guaranteed Obligations shall remain unpaid or any Lender shall have any Commitment, such
Guarantor will perform and observe, and cause each of its Subsidiaries to perform and observe, all
of the terms, covenants and agreements set forth in the Loan Documents on its or their part to be
performed or observed or that the Borrower has agreed to cause such Guarantor or such Subsidiaries
to perform or observe.




          Section 8.   Amendments, Guaranty Supplements, Etc. (a) No amendment, modification
or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor
therefrom shall in any event be effective unless the same shall be in writing and signed by the
Administrative Agent and the Required Lenders and, in the case of an amendment or modification, the
Guarantors, and then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; provided, however, that no amendment, modification,
waiver or consent shall, unless in writing and signed by all of the Lenders (other than any Lender
that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor
hereunder, release any Guarantor
hereunder or otherwise limit any Guarantor’s liability with respect to the Obligations owing
to the Administrative Agent or the Lenders under or in respect of the Loan Documents, (b) postpone
any date fixed for payment hereunder or (c) change the number of Lenders or the percentage of (y)
the Commitments or (z) the aggregate unpaid principal amount of the Loans that, in each case, shall
be required for the Lenders or any of them to take any action hereunder.




          (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially
the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person










 



6



shall be referred to
as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in
this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and
each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a
reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”,
“hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any
other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import
referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such
Guaranty Supplement.




          Section 9.   Notices, Etc. All notices and other communications provided for
hereunder shall be in writing (including telegraphic, telecopy or telex communication) and mailed,
telegraphed, telecopied, telexed or delivered to it, if to any Guarantor, addressed to it in care
of the Borrower at the Borrower’s address specified in Schedule 10.02 of the Credit Agreement, if
to the Administrative Agent, at its address specified in Schedule 10.02 of the Credit Agreement, if
to any other Lender, at its address specified in its Administrative Questionnaire, or, as to any
party, at such other address as shall be designated by such party in a written notice to each other
party. All such notices and other communications shall, when mailed, telegraphed, telecopied or
telexed, be effective when deposited in the mails, delivered to the telegraph company, transmitted
by telecopier or confirmed by telex answerback, respectively. Delivery by telecopier of an
executed counterpart of a signature page to any amendment or waiver of any provision of this
Guaranty or of any Guaranty Supplement to be executed and delivered hereunder shall be effective as
delivery of an original executed counterpart thereof.




          Section 10.   No Waiver; Remedies. No failure on the part of the Administrative Agent
or any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.




          Section 11.   Right of Set-off. Upon both (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or the granting of the
consent specified by Section 8.02 of the Credit Agreement to authorize the Administrative Agent to
take the actions described therein, the Administrative Agent, each Lender and each of their
respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by the Administrative Agent, such Lender or
such Affiliate to or for the credit or the account of any Guarantor against any and all of the
Obligations of such Guarantor now or hereafter existing under the Loan Documents, irrespective of
whether the Administrative Agent or such Lender shall have made any demand under this Guaranty or
any other Loan Document and although such Obligations may be unmatured. The Administrative Agent
and each Lender agrees promptly to notify such Guarantor after any such set-off and application;
provided, however, that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of the Administrative Agent and each Lender and their
respective Affiliates under this Section are in addition to other rights and remedies (including,
without limitation, other rights of set-off) that the Administrative Agent and such Lender and
their respective Affiliates may have.










 



7




          Section 12.   Indemnification. (a) Without limitation on any other Obligations of
any Guarantor or remedies of the Administrative Agent or the Lenders under this Guaranty, each
Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold
harmless the Administrative Agent and each Lender and each of their Affiliates and their respective
officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and
against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or
asserted or awarded against any Indemnified Party in connection with or as a result of any failure
of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party
enforceable against such Loan Party in accordance with their terms.




          (b) Each Guarantor hereby also agrees that none of the Indemnified Parties shall have any
liability (whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or
any of their respective Affiliates or any of their respective officers, directors, employees,
agents and advisors, and each Guarantor hereby agrees not to assert any claim against any
Indemnified Party on any theory of liability, for special, indirect, consequential or punitive
damages arising out of or otherwise relating to the Facilities, the actual or proposed use of the
proceeds of the Loans, the Loan Documents or any of the transactions contemplated by the Loan
Documents.




          (c) Without prejudice to the survival of any of the other agreements of any Guarantor under
this Guaranty or any of the other Loan Documents, the agreements and obligations of each Guarantor
contained in Section 1(a) (with respect to enforcement expenses), the last sentence of Section 2,
Section 5 and this Section 12 shall survive the payment in full of the Guaranteed Obligations and
all of the other amounts payable under this Guaranty.




          Section 13.   Subordination. Each Guarantor hereby subordinates any and all debts,
liabilities and other Obligations owed to such Guarantor by each other Loan Party (the
“Subordinated Obligations”)
to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this
Section 13:





     (a) Prohibited Payments, Etc. Except during the continuance of an Event of
Default (including the commencement and continuation of any proceeding under any Bankruptcy
Law relating to any other Loan Party), each Guarantor may receive payments from any other
Loan Party on account of the Subordinated Obligations. After the occurrence and during the
continuance of any Event of Default (including the commencement and continuation of any
proceeding under any Bankruptcy Law relating to any other Loan Party), however, unless the
Administrative Agent otherwise agrees and except with respect to transactions between and
among Loan Parties that are not by the terms of the Credit Agreement prohibited from being
consummated after the occurrence of an Event of Default, no Guarantor shall demand, accept
or take any action to collect any payment on account of the Subordinated Obligations.




     (b) Prior Payment of Guaranteed Obligations. In any proceeding under any
Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Lenders
shall be entitled to receive payment in full in cash of all Guaranteed Obligations
(including all interest and expenses accruing after the commencement of a proceeding









 



8



under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post
Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.




     (c) Administrative Agent Authorization. After the occurrence and during the
continuance of any Event of Default (including the commencement and continuation of any
proceeding under any Bankruptcy Law relating to any other Loan Party), the Administrative
Agent is authorized and empowered (but without any obligation to so do), in its discretion,
(i) in the name of each Guarantor, to collect and enforce, and to submit claims in respect
of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed
Obligations (including any and all Post Petition Interest), and (ii) to require each
Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated
Obligations and (B) to pay any amounts received on such obligations to the Administrative
Agent for application to the Guaranteed Obligations (including any and all Post Petition
Interest).



          Section 14.   Release of Guaranty. The Administrative Agent agrees to deliver, at the
Borrower’s expense, such documents as may be reasonably necessary to evidence the release of a
Guarantor from its obligations hereunder, on the terms set forth in and to the extent permitted by
Section 9.10 of the Credit Agreement.




          Section 15.   Continuing Guaranty; Assignments under the Credit Agreement. This
Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of
(i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under
this Guaranty, (ii) the Final Maturity Date and (iii) the date of expiration
or termination of all Commitments, (b) be binding upon the Guarantor, its successors and
assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent, the Lenders
and their successors, transferees and assigns. Without limiting the generality of clause (c) of
the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion
of its rights and obligations under the Credit Agreement (including, without limitation, all or any
portion of its Commitments, the Loans owing to it and the Note or Notes held by it) subject to
compliance with Section 10.06 of the Credit Agreement, and each such permitted assignee or
transferee shall thereupon become vested with all the benefits in respect thereof granted to such
Lender herein or otherwise, in each case as and to the extent provided in Section 10.06 of the
Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Lenders.




          Section 16.   Execution in Counterparts. This Guaranty and each amendment, waiver and
consent with respect hereto may be executed in any number of counterparts and by different parties
thereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Guaranty by telecopier shall be effective as
delivery of an original executed counterpart of this Guaranty.




          Section 17.   Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This
Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.










 



9




          (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents
to which it is or is to be a party, or for recognition or enforcement of any judgment, and each
Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in any such New York State court or, to the extent
permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan
Document shall affect any right that any party may otherwise have to bring any action or proceeding
relating to this Guaranty or any other Loan Document in the courts of any jurisdiction.




          (c) Each Guarantor irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the
other Loan Documents to which it is or is to be a party in any New York State or federal court.
Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such suit, action or proceeding in any such court.




          (d) EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE LOAN DOCUMENTS, THE LOANS OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY
LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.











 



 




     IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered
by its officer thereunto duly authorized as of the date first above written.



	 	 	 
	 

	 	BACKWIRE.COM, INC.
	 

	 	TELEPHONE ENTERTAINMENT NETWORK, INC.
	 

	 	CHASETEL LICENSEE CORP.
	 

	 	CRICKET LICENSEE (ALBANY), INC.
	 

	 	CRICKET LICENSEE (COLUMBUS), INC.
	 

	 	CRICKET LICENSEE (DENVER) INC.
	 

	 	CRICKET LICENSEE (LAKELAND) INC.
	 

	 	CRICKET LICENSEE (MACON), INC.
	 

	 	CRICKET LICENSEE (NORTH CAROLINA) INC.
	 

	 	CRICKET LICENSEE (PITTSBURGH) INC.
	 

	 	CRICKET LICENSEE (REAUCTION), INC.
	 

	 	CRICKET LICENSEE I, INC.
	 

	 	CRICKET LICENSEE II, INC.
	 

	 	CRICKET LICENSEE III, INC.
	 

	 	CRICKET LICENSEE IV, INC.
	 

	 	CRICKET LICENSEE V, INC.
	 

	 	CRICKET LICENSEE VI, INC.
	 

	 	CRICKET LICENSEE VII, INC.
	 

	 	CRICKET LICENSEE VIII, INC.
	 

	 	CRICKET LICENSEE IX, INC.
	 

	 	CRICKET LICENSEE X, INC.
	 

	 	CRICKET LICENSEE XII, INC.
	 

	 	CRICKET LICENSEE XIII, INC.
	 

	 	CRICKET LICENSEE XIV, INC.
	 

	 	CRICKET LICENSEE XV, INC.
	 

	 	CRICKET LICENSEE XVI, INC.
	 

	 	CRICKET LICENSEE XVII, INC.
	 

	 	CRICKET LICENSEE XVIII, INC.
	 

	 	CRICKET LICENSEE XIX, INC.
	 

	 	CRICKET LICENSEE XX, INC.
	 

	 	CRICKET HOLDINGS DAYTON, INC.
	 

	 	MCG PCS LICENSEE CORPORATION, INC.
	 

	 	CHASETEL REAL ESTATE HOLDING COMPANY, INC.
	 

	 	CRICKET ALABAMA PROPERTY COMPANY
	 

	 	CRICKET ARIZONA PROPERTY COMPANY
	 

	 	CRICKET ARKANSAS PROPERTY COMPANY
	 

	 	CRICKET CALIFORNIA PROPERTY COMPANY
	 

	 	CRICKET COLORADO PROPERTY COMPANY












 



2


	 	 	 
	 

	 	CRICKET FLORIDA PROPERTY COMPANY
	 

	 	CRICKET GEORGIA PROPERTY COMPANY, INC.
	 

	 	CRICKET IDAHO PROPERTY COMPANY
	 

	 	CRICKET ILLINOIS PROPERTY COMPANY
	 

	 	CRICKET INDIANA PROPERTY COMPANY
	 

	 	CRICKET KANSAS PROPERTY COMPANY
	 

	 	CRICKET KENTUCKY PROPERTY COMPANY
	 

	 	CRICKET MICHIGAN PROPERTY COMPANY
	 

	 	CRICKET MINNESOTA PROPERTY COMPANY
	 

	 	CRICKET MISSISSIPPI PROPERTY COMPANY
	 

	 	CRICKET NEBRASKA PROPERTY COMPANY
	 

	 	CRICKET NEVADA PROPERTY COMPANY
	 

	 	CRICKET NEW MEXICO PROPERTY COMPANY
	 

	 	CRICKET NEW YORK PROPERTY COMPANY, INC.
	 

	 	CRICKET NORTH CAROLINA PROPERTY COMPANY
	 

	 	CRICKET OHIO PROPERTY COMPANY
	 

	 	CRICKET OKLAHOMA PROPERTY COMPANY
	 

	 	CRICKET OREGON PROPERTY COMPANY
	 

	 	CRICKET PENNSYLVANIA PROPERTY COMPANY
	 

	 	CRICKET TEXAS PROPERTY COMPANY
	 

	 	CRICKET UTAH PROPERTY COMPANY
	 

	 	CRICKET WASHINGTON PROPERTY COMPANY
	 

	 	CRICKET WISCONSIN PROPERTY COMPANY
	 

	 	LEAP PCS MEXICO, INC.






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dean M. Luvisa	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Dean M. Luvisa	 	 
	 

	 	 	 	Title:   Acting Chief Financial Officer	 	 












 



 


Exhibit A




To The




Subsidiary Guaranty




FORM OF SUBSIDIARY GUARANTY SUPPLEMENT




                                  ,                     




Citicorp North America, Inc., as Administrative Agent

Two Penns Way

New Castle, Delaware 19720




Attention:                     




     Bridge Credit Agreement (as amended or otherwise modified from time to time, the “Credit
Agreement”) dated as of August 8, 2006 among Leap Wireless International, Inc., a Delaware
corporation, Cricket Communications, Inc., a Delaware corporation (the “Borrower”), the Lenders
party to the Credit Agreement and Citicorp North America, Inc., as Administrative Agent



Ladies and Gentlemen:




          Reference is made to the above-captioned Credit Agreement and to the Subsidiary Guaranty
referred to therein (such Subsidiary Guaranty, as in effect on the date hereof and as it may
hereafter be amended, supplemented or otherwise modified from time to time, together with this
Guaranty Supplement, being the “Subsidiary Guaranty”). The capitalized terms defined in the
Subsidiary Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as
therein defined.




          Section 1. Guaranty; Limitation of Liability. (a) The undersigned hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all
Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan
Documents (including, without limitation, any extensions, modifications, substitutions, amendments
or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or
contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of
action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and
agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel)
incurred by the Administrative Agent or any other Lender in enforcing any rights under this
Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document. Without limiting the
generality of the foregoing, the undersigned’s liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to the
Administrative Agent or any Lender under or in respect of the Loan Documents but for the fact
that they are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such other Loan Party.










 



2




          (b) The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative
Agent and each other Lender, hereby confirms that it is the intention of all such Persons that this
Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the undersigned hereunder and
thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Guaranty Supplement, the Subsidiary Guaranty
and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing
intention, the Administrative Agent, the other Lenders and the undersigned hereby irrevocably agree
that the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty
at any time shall be limited to the maximum amount as will result in the Obligations of the
undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a
fraudulent transfer or conveyance.




          (c) The undersigned hereby unconditionally and irrevocably agrees that in the event any
payment shall be required to be made to any Lender under this Guaranty Supplement, the Subsidiary
Guaranty, the Parent Guaranty or any other guaranty, the undersigned will contribute, to the
maximum extent permitted by applicable law, such amounts to each other Guarantor and each other
guarantor so as to maximize the aggregate amount paid to the Lenders under or in respect of the
Loan Documents.





          Section 2. Obligations Under the Guaranty. The undersigned hereby agrees, as of the
date first above written, to be bound as a Guarantor by all of the terms and conditions of the
Subsidiary Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned
further agrees, as of the date first above written, that each reference in the Subsidiary Guaranty
to an “Additional Guarantor” or a “Guarantor” shall also mean and be a reference to the
undersigned, and each reference in any other Loan Document to a “Subsidiary Guarantor” or a “Loan
Party” shall also mean and be a reference to the undersigned.




          Section 3. Representations and Warranties. The undersigned hereby makes each
representation and warranty set forth in Section 6 of the Subsidiary Guaranty to the same extent as
each other Guarantor.




          Section 4. Delivery by Telecopier. Delivery of an executed counterpart of a signature
page to this Guaranty Supplement by telecopier shall be effective as delivery of an original
executed counterpart of this Guaranty Supplement.




          Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty
Supplement shall be governed by, and construed in accordance with, the laws of the State of New
York.


          (b) The undersigned hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or any federal court of the
United States of America sitting in New York City, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Guaranty Supplement, the Subsidiary
Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition
or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be
heard










 



3




and determined in any such
New York State court or, to the extent permitted by law, in such federal court. The undersigned
agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Guaranty Supplement or the Subsidiary Guaranty or any other Loan Document shall
affect any right that any party may otherwise have to bring any action or proceeding relating to
this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is
or is to be a party in the courts of any other jurisdiction.




          (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the
Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party in any
New York State or federal court. The undersigned hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or
proceeding in any such court.




          (d) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE LOAN DOCUMENTS, THE LOANS OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY
LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ADDITIONAL GUARANTOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title: