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EXHIBIT 10.26.7
EXHIBIT G
[Form of]
PERFECTION CERTIFICATE
Reference is made to (a) the Collateral Agency and Intercreditor
Agreement dated as of September 17, 1999 (as amended, supplemented or otherwise
modified from time to time, the "Collateral Agency and Intercreditor
Agreement"), among Cricket Wireless Communications, Inc. (the "Borrower"), the
Representatives and Unrepresented Holders referred to therein and State Street
Bank and Trust Company, as collateral agent (in such capacity, the "Collateral
Agent") and (b) the Security Agreement dated as of September 17, 1999 (as
amended, supplemented or otherwise modified from time to time, the "Security
Agreement"), among the Grantors (as defined therein) and the Collateral Agent.
Capitalized terms used herein and not defined herein shall have meanings
assigned to such terms in the Collateral Agency and Intercreditor Agreement and
the Security Agreement.
The undersigned, a Financial Officer and the chief legal officer,
respectively, of the Borrower, hereby certify to the Collateral Agent and each
other Secured Party as follows:
1. Names. (a) The exact corporate name of each Grantor, as such name
appears in its respective certificate of incorporation, is as follows:
(b) Set forth below is each other corporate name each Grantor has had in
the past five years, together with the date of the relevant change:
(c) Except as set forth in Schedule 1 hereto, no Grantor has changed its
identity or corporate structure in any way within the past five years. Changes
in identity or corporate structure would include mergers, consolidations and
acquisitions, as well as any change in the form, nature or jurisdiction of
corporate organization. If any such change has occurred, include in Schedule 1
the information required by Sections 1 and 2 of this certificate as to each
acquiree or constituent party to a merger or consolidation.
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(d) The following is a list of all other names (including trade names or
similar appellations) used by each Grantor or any of its divisions or other
business units in connection with the conduct of its business or the ownership
of its properties at any time during the past five years:
(e) Set forth below is the Federal Taxpayer Identification Number of
each Grantor:
2. Current Locations. (a) The chief executive office of each Grantor is
located at the address set forth opposite its name below:
Grantor Mailing Address County State
------- --------------- ------ -----
(b) Set forth below opposite the name of each Grantor are all locations
where such Grantor maintains any books or records relating to any Accounts
Receivable (with each location at which chattel paper, if any, is kept being
indicated by an "*"):
Grantor Mailing Address County State
------- --------------- ------ -----
(c) Set forth below opposite the name of each Grantor are all the places
of business of such Grantor not identified in paragraph (a) or (b) above:
Grantor Mailing Address County State
------- --------------- ------ -----
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(d) Set forth below opposite the name of each Grantor are all the
locations where such Grantor maintains any Collateral not identified above:
Grantor Mailing Address County State
------- --------------- ------ -----
(e) Set forth below opposite the name of each Grantor are the names and
addresses of all Persons other than such Grantor that have possession of any of
the Collateral of such Grantor:
Grantor Mailing Address County State
------- --------------- ------ -----
3. Unusual Transactions. All Accounts Receivable have been originated by
the Grantors and all Inventory has been acquired by the Grantors in the ordinary
course of business.
4. File Search Reports. Attached hereto as Schedule 4(A) are true copies
of file search reports from the Uniform Commercial Code filing offices where
filings described in Schedule 6 are to be made. Attached hereto as Schedule 4(B)
is a true copy of each financing statement or other filing identified in such
file search reports.
5. UCC Filings. Xxxx signed financing statements on Form UCC-1 in
substantially the form of Schedule 5 hereto have been prepared for filing in the
Uniform Commercial Code filing office in each jurisdiction where a Grantor has
Collateral as identified in Section 2 hereof.
6. Schedule of Filings. Attached hereto as Schedule 6 is a schedule
setting forth, with respect to the filings
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described in Section 5 above, each filing and the filing office in which such
filing is to be made.
7. Stock Ownership. Attached hereto as Schedule 7 is a true and correct
list of all the duly authorized, issued and outstanding Equity Interests of the
Borrower and each Subsidiary Loan Party and the record and beneficial owners of
such stock. Also set forth on Schedule 7 is each equity investment of the
Borrower and each Subsidiary Loan Party that represents 50% or less of the
equity of the entity in which such investment was made.
8. Notes. Attached hereto as Schedule 8 is a true and correct list of
all notes held by the Borrower and each Subsidiary Loan Party and all
intercompany notes between the Borrower and each Subsidiary Loan Party and
between each Subsidiary Loan Party and each other Subsidiary Loan Party.
9. Advances. Attached hereto as Schedule 9 is (a) a true and correct
list of all advances made by the Borrower to any Subsidiary Loan Party or made
by any Subsidiary Loan Party to the Borrower or any other Subsidiary Loan Party,
which advances will be on and after the date hereof evidenced by one or more
intercompany notes pledged to the Collateral Agent under the Pledge Agreement,
and (b) a true and correct list of all unpaid intercompany transfers of goods
sold and delivered by or to the Borrower or any Subsidiary Loan Party.
10. Mortgage Filings. Attached hereto as Schedule 10 is a schedule
setting forth, with respect to each Mortgaged Property, (i) the exact corporate
name of the entity that owns such property as such name appears in its
certificate of formation, (ii) if different from the name identified pursuant to
clause (i), the exact name of the current record owner of such property
reflected in the records of the filing office for such property identified
pursuant to the following clause and (iii) the filing office in which a Mortgage
with respect to such property must be filed or recorded in order for the
Collateral Agent to obtain a perfected security interest therein.
IN WITNESS WHEREOF, the undersigned have duly executed this certificate
on this [ ] day of [ ].
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CRICKET WIRELESS
COMMUNICATIONS, INC.,
By
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Name:
Title: [Financial Officer]
By
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Name:
Title: [Legal Officer]
