Share Pledge Agreement

EXHIBIT 10.28.2


SHARE PLEDGE AGREEMENT


THIS SHARE PLEDGE AGREEMENT (the "Agreement"), is entered into as of this 6th day of April, 2001 by and between Leap Wireless International, Inc., a Delaware corporation ("Leap"), and Century Personal Access Network, Inc., a Louisiana corporation ("CenturyTel").


W I T N E S S E T H:


WHEREAS, Leap has delivered that certain Promissory Note dated as of the date herewith in favor of CenturyTel (the "Note") in partial payment of the purchase price for the Initial Licenses under the Amended and Restated Agreement for Purchase and Sale of Licenses entered into effective as of November 3, 2000 by and among Leap, MVI Corp., an Oregon corporation, Century Personal Access Network, Inc., a Louisiana corporation, Wisconsin RSA #7, Limited Partnership, a Wisconsin limited partnership, and Centurytel, Inc., a Louisiana corporation (the "Purchase Agreement"); and


WHEREAS, CenturyTel has required that the Note be secured as set forth herein.


NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Leap hereby agrees with CenturyTel, as follows:


1. Definitions. All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Note. As used in this Agreement, unless the context otherwise requires:


"Applicable Law" shall mean, in respect of any Person, all provisions of constitutions, statutes, rules, regulations and orders of governmental bodies or regulatory agencies applicable to such Person, including, without limiting the foregoing, the Licenses (as defined below), the Communications Act and all orders, decisions, judgments and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it is bound.


"Communications Act" shall mean the Communications Act of 1934, and any similar or successor federal statute, and the rules and regulations of the FCC thereunder, all as the same may be in effect from time to time.


"Permitted Liens" shall mean, as applied to any Person:


(a) Any Lien in favor of CenturyTel given to secure the obligations under the Note;


(b) (i) Liens on real estate or other property for taxes, assessments, governmental charges or levies not yet delinquent and (ii) Liens for taxes, assessments, judgments, governmental charges or levies or claims the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves


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have been set aside on such Person's books, but only so long as no foreclosure, distraint, sale or similar proceedings have been commenced with respect thereto;


(c) Liens of carriers, warehousemen, mechanics, laborers and materialmen incurred in the ordinary course of business for sums not yet overdue by more than thirty (30) days or being diligently contested in good faith, if reserves or appropriate provisions shall have been made therefor;


(d) Liens incurred in the ordinary course of business in connection with worker's compensation and unemployment insurance;


(e) Restrictions on the transfer of the Pledged Securities or other Collateral imposed by the Communications Act and the rules and regulations thereunder or by the Securities Act of 1933, as amended, and the rules and regulations thereunder or by any other applicable state or federal securities laws; and


(f) Liens which are junior in priority to the Security Interest (as defined below).


"Person" shall mean an individual, corporation, limited liability company, association, partnership, joint venture, trust or estate, an unincorporated organization, a government or any agency or political subdivision thereof, or any other entity.


2. Grant of Security Interest. Leap hereby collaterally assigns and pledges to CenturyTel and grants and creates a lien on and first priority continuing security interest (the "Security Interest") in favor of CenturyTel, in all right, title and interest of Leap in and to the capital stock described on Schedule 1 (the "Pledged Securities"), and all proceeds thereof, including, without limitation, dividends and other property received and receivable by Leap in connection with the Pledged Securities (the Pledged Securities and such proceeds to be referred to herein collectively as the "Collateral").


This Agreement and the Security Interest secure (i) payment of all obligations owed to CenturyTel under this Agreement or the Note, as such may be amended from time to time, and (ii) payment of any and all damage which CenturyTel may suffer by reason of a breach by Leap of any obligation, covenant or undertaking with respect to this Agreement or the Note, or any extensions, renewals or amendments of this Agreement or the Note, to CenturyTel, however created, acquired, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due (all of the foregoing obligations of (i) and (ii) being hereinafter collectively referred to as the "Secured Obligations").


3. Covenants and Agreements. Leap hereby covenants and agrees that Leap shall faithfully observe and fulfill, and shall cause to be observed and fulfilled, each and all of the following covenants:


(a) Further Assurances. Leap hereby authorizes CenturyTel to file such financing statements and such other documents as CenturyTel may deem necessary or reasonably desirable to protect or perfect the first priority security interest of CenturyTel in the Collateral.


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In addition, Leap agrees to make, execute, deliver or cause to be done, executed and delivered, from time to time, all such further acts, documents and things as CenturyTel may reasonably require for the purpose of perfecting or protecting its rights hereunder or otherwise giving effect to this Agreement, all immediately upon request therefor.


(b) Stock Certificates. Leap shall promptly deliver to CenturyTel all originals of certificates and other documents, instruments and agreements evidencing the Collateral which are now held or hereafter received by Leap, together with blank stock powers executed by Leap.


(c) Limitation on Liens on the Collateral. Leap shall not create, incur or permit to exist, shall defend the Collateral now owned or hereafter acquired by it against, and shall take such other action as is necessary to remove, any lien, charge, encumbrance or claim on or to the Collateral, other than Permitted Liens. Notwithstanding the provisions of this Section 3(c) or Section 7, nothing in this Agreement shall be deemed to prohibit Leap to enter into an agreement to sell the Pledged Securities, or Cricket Licensee VIII, Inc. or Cricket Licensee IX, Inc. to enter into an agreement to sell or exchange the Licenses or any portion thereof, provided such agreement conditions the consummation of such sale of the Pledged Securities or sale or exchange of the Licenses (or portion thereof) upon the prior written consent of CenturyTel or the satisfaction of Leap's obligations under the Note with respect to such Pledged Securities or Licenses prior to or at the time of such consummation.


4. Representations and Warranties. Leap represents and warrants to CenturyTel that:


(a) The execution of this Agreement and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under the Amended and Restated Certificate of Incorporation or By-laws of Leap as presently in effect, or any Applicable Law respecting Leap or result in the termination or cancellation of or, in any material respect, any default under any indenture, mortgage, deed of trust, deed to secure debt or other agreement or instrument to which Leap is a party or by which Leap is bound, except where such violations, breaches or defaults, if any, singly or in the aggregate, have not had and are not likely to have a material adverse effect on Leap and its subsidiaries, taken as a whole; and


(b) Leap has taken all necessary legal action to authorize the execution and delivery of this Agreement, and this Agreement, when executed and delivered, will be the valid and binding obligation of Leap enforceable in accordance with its terms, subject to the limitations on enforceability under bankruptcy, reorganization, insolvency and similar laws affecting creditors' rights generally and limitations imposed by the application of general equitable principles.


5. Priority of Security Interest. Provided that CenturyTel retains continuous possession of the Pledged Securities, Leap further represents and warrants that the Security Interest in the Collateral granted to CenturyTel hereunder shall constitute at all times a valid and perfected first priority security interest vested in CenturyTel in and upon the Collateral subject only to Permitted Liens, which Security Interest shall be perfected (as to the Pledged Securities) by the continuous possession by CenturyTel of such Pledged Securities and (as to Collateral for which an appropriate method of perfection is the filing of UCC-1 financing statements) upon the


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due filing of UCC-1 financing statements and continuation statements as required by the Uniform Commercial Code. Leap shall take or cause to be performed such acts and actions as shall be necessary or appropriate to assure that the Security Interest upon the Collateral shall not become subordinate or junior to the security interests, liens or claims of any other Person, except for Permitted Liens. Although Leap shall have no obligation to file UCC continuation statements, it shall, to the extent required by Applicable Law, execute any such continuation statements and pay all costs associated with the filing thereof.


6. Location of Leap. Leap represents and warrants that its chief executive office and the location of all of its records concerning the Collateral is as follows:


Leap Wireless International, Inc.
10307 Pacific Center Court
San Diego, California 92121


Leap agrees that it shall immediately advise CenturyTel, in writing making reference to this Section of this Agreement, of the ope ...