Exhibit 10.26.11
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
SECOND AMENDMENT dated as of January 27, 2000, to the Credit Agreement (as amended, the "Credit
Agreement") dated as of September 20, 1999, among Cricket Communications Holdings, Inc. ("Holdings"),
Cricket Communications, Inc. (the "Borrower"), the lenders party thereto and Lucent Technologies, Inc., as
administrative agent. 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 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) Section 1.01 of the Credit Agreement is hereby amended by deleting the
definition of "Cash Interest Expense" and replacing it with the following definition:
"Cash Interest Expense" means, for any period, the sum of (a) interest expense of the Borrower and the
Subsidiary Loan Parties for such period, determined on a consolidated basis in accordance with GAAP,
excluding (to the extent otherwise included therein) (i) amortization of debt discounts and loan fees, (ii) interest
expense in respect of any Indebtedness that constitutes a Primary Subordinated Obligation and
(iii) any other interest that is not required to be paid during such period or within one year after the end of such
period, plus (b) the aggregate amount of Restricted Payments made during such period pursuant to