Cricket Wireless 2010 Annual Report Download - page 128

Prior to October 15, 2013, Cricket may redeem up to 35% of the aggregate principal amount of the notes at a
redemption price of 107.75% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the
redemption date, from the net cash proceeds of specified equity offerings. Prior to October 15, 2015, Cricket may
redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the
applicable premium and any accrued and unpaid interest, if any, thereon to the redemption date. The applicable
premium is calculated as the greater of (i) 1.0% of the principal amount of such notes and (ii) the excess of (a) the
present value at such date of redemption of (1) the redemption price of such notes at October 15, 2015 plus (2) all
remaining required interest payments due on such notes through October 15, 2015 (excluding accrued but unpaid
interest to the date of redemption), computed using a discount rate equal to the Treasury Rate plus 50 basis points,
over (b) the principal amount of such notes. The notes may be redeemed, in whole or in part, at any time on or after
October 15, 2015, at a redemption price of 103.875%, 102.583% and 101.292% of the principal amount thereof if
redeemed during the twelve months beginning on October 15, 2015, 2016 and 2017, respectively, or at 100% of the
principal amount if redeemed during the twelve months beginning on October 15, 2018 or thereafter, plus accrued
and unpaid interest, if any, thereon to the redemption date.
If a “change of control” occurs (which includes the acquisition of beneficial ownership of 35% or more of
Leap’s equity securities (other than a transaction where immediately after such transaction Leap will be a wholly-
owned subsidiary of a person of which no person or group is the beneficial owner of 35% or more of such person’s
voting stock), a sale of all or substantially all of the assets of Leap and its restricted subsidiaries and a change in a
majority of the members of Leap’s board of directors that is not approved by the board), each holder of the notes
may require Cricket to repurchase all of such holder’s notes at a purchase price equal to 101% of the principal
amount of the notes, plus accrued and unpaid interest, if any, thereon to the repurchase date.
In connection with the private placement of the notes, the Company entered into a registration rights agreement
with the initial purchasers of the notes in which the Company agreed, under certain circumstances, to use reasonable
best efforts to offer registered notes in exchange for the notes or to cause a shelf registration statement covering the
resale of the notes to be declared effective by the SEC and to pay additional interest if such registration obligations
were not performed. The Company filed a Registration Statement on Form S-4 with the SEC on December 3, 2010
pursuant to this registration rights agreement, the registration statement was declared effective on December 15,
2010 and the exchange offer was consummated on January 21, 2011. Accordingly, the Company has no further
obligation to pay additional interest on the notes.
LCW Operations Senior Secured Credit Agreement
As of September 30, 2010, LCW Operations had a senior secured credit agreement, as amended, consisting of
two term loans with an aggregate outstanding principal amount of approximately $12.1 million. On October 28,
2010, LCW Operations repaid all amounts outstanding under the senior secured credit agreement, and the
agreement was terminated.
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LEAP WIRELESS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)