Cricket Wireless 2010 Annual Report Download - page 34

outstanding indebtedness, which could make it more difficult or expensive for us to borrow in the future and could
affect the trading prices of our secured and unsecured senior notes.
To Service Our Indebtedness and Fund Our Working Capital and Capital Expenditures, We Will
Require a Significant Amount of Cash. Our Ability to Generate Cash Depends on Many Factors Beyond
Our Control.
Our ability to make payments on our indebtedness will depend upon our future operating performance and on
our ability to generate cash flow in the future, which are subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will
generate sufficient cash flow from operations, or that future financing will be available to us, in an amount sufficient
to enable us to repay or service our indebtedness or to fund our other liquidity needs or at all. If the cash flow from
our operating activities is insufficient for these purposes, we may take actions, such as delaying or reducing capital
expenditures, attempting to restructure or refinance our indebtedness prior to maturity, selling assets or operations
or seeking additional equity capital. Any or all of these actions may be insufficient to allow us to service our debt
obligations. Further, we may be unable to take any of these actions on commercially reasonable terms, or at all.
We May Be Unable to Refinance Our Indebtedness.
We may need to refinance all or a portion of our indebtedness before maturity, including indebtedness under
the indentures governing our secured and unsecured senior notes and convertible senior notes. Our $250 million of
unsecured convertible senior notes is due in 2014, our $300 million of 10.0% unsecured senior notes is due in 2015,
our $1,100 million of 7.75% senior secured notes is due in 2016 and our $1,200 million of 7.75% unsecured senior
notes is due in 2020. There can be no assurance that we will be able to obtain sufficient funds to enable us to repay or
refinance any of our indebtedness on commercially reasonable terms or at all.
Covenants in Our Indentures or in Credit Agreements or Indentures That We May Enter into in the
Future May Limit Our Ability to Operate Our Business.
The indentures governing Cricket’s secured and unsecured senior notes contain covenants that restrict the
ability of Leap, Cricket and their restricted subsidiaries to make distributions or other payments to our investors or
subordinated creditors unless we satisfy certain financial tests or other criteria. In addition, these indentures include
covenants restricting, among other things, the ability of Leap, Cricket and their restricted subsidiaries to:
• incur additional indebtedness;
• create liens or other encumbrances;
• place limitations on distributions from restricted subsidiaries;
• pay dividends, make investments, prepay subordinated indebtedness or make other restricted payments;
• issue or sell capital stock of restricted subsidiaries;
• issue guarantees;
• sell or otherwise dispose of all or substantially all of our assets;
• enter into transactions with affiliates; and
• make acquisitions or merge or consolidate with another entity.
The restrictions in the indentures governing Cricket’s secured and unsecured senior notes could limit our
ability to make borrowings, obtain debt financing, repurchase stock, refinance or pay principal or interest on our
outstanding indebtedness, complete acquisitions for cash or debt or react to changes in our operating environment.
Any credit agreement or indenture that we may enter into in the future may have similar or more onerous
restrictions.
Under the indentures governing our secured and unsecured senior notes and convertible senior notes, if certain
“change of control” events occur, each holder of notes may require us to repurchase all of such holder’s notes at a
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