THIRD AMENDMENT (this "Amendment"), dated as of March 18, 2002, to the Credit Agreement dated as of
August 28, 2000 (as amended, the "Credit Agreement"), among Cricket Communications Holdings, Inc., Cricket
Communications, Inc., the Lenders party thereto and Nortel Networks Inc., as Administrative Agent. Terms
used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, Holdings and the Borrower have requested that certain provisions of the Credit Agreement be
amended in certain respects, and the Required Lenders and the Administrative Agent are willing to amend such
provisions on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, for and in consideration of the mutual agreements contained in this Amendment and other
good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
hereto hereby agree as follows:
Section 1. Amendments.
(a) The Table of Contents to the Credit Agreement is hereby amended by inserting "Schedule 5.19 - - Parent and
Subsidiary Licenses" and "Schedule 5.20
- - Further Investments" immediately after "Schedule 3.13 - - Insurance", and by inserting "Schedule 6.26 - -
BTAs in Borrower 40 Market Plan" immediately after "Schedule 6.08 - - Existing Restrictions".
(b) The Credit Agreement is hereby amended by attaching Exhibit A hereto as Schedule 5.19 thereto, by
attaching Exhibit B hereto as Schedule 5.20 thereto, and by attaching Exhibit C hereto as Schedule 6.26 thereto.
(c) Section 1.01 of the Credit Agreement is hereby amended as follows:
(i) The following definitions are hereby inserted in the appropriate alphabetical order:
"Additional Contributed FCC Licenses" means the FCC licenses listed in Section B of Schedule 5.19, any
additional FCC license contributed to a License Subsidiary in accordance with subparagraphs (d), (e) or (f) of
Section 5.19, and an FCC license for Rochester, New York if and when acquired.