THIRD AMENDMENT (this "Amendment"), dated as of September 17, 2001, to the Credit Agreement dated
as of October 20, 2000 (the "Credit Agreement"), among Cricket Communications Holdings, Inc., Cricket
Communications, Inc., Ericsson Credit AB, the other Lenders party thereto and the Administrative Agent
thereunder. Capitalized 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) Article V of the Credit Agreement is hereby amended by inserting the following additional Section at the end
of such Article:
SECTION 5.18. Additional Capital Contribution. After September 11, 2001, Holdings shall receive from
Parent, as an equity investment by Parent into Holdings, and Holdings shall contribute to Borrower, as an equity
investment by Holdings into Borrower, $140,000,000 in cash on or before the third Business Day after Parent
completes the sale of FCC licenses for 10MHZ of C-Block spectrum covering the Salt Lake City and Provo,
Utah BTAs and receives the net proceeds therefrom.
Notwithstanding the foregoing, at least $70,000,000 in cash of the sum referenced in the first sentence of this
Section 5.18 shall be so received as an equity investment by Holdings from Parent, and shall be so contributed as
an equity investment by Holdings into Borrower, on or before December 15, 2001 regardless of whether or not
Parent has completed by said date the sale of FCC licenses for 10MHZ of C-