AMENDMENT NO. 1
BY AND AMONG
CRICKET COMMUNICATIONS, INC.
ALASKA NATIVE BROADBAND 1 LICENSE, LLC
ALASKA NATIVE BROADBAND 1, LLC
January 26, 2005
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment No. 1 to Credit Agreement ("AMENDMENT NO. 1") is entered into as of January 26, 2005,
by and among Cricket Communications, Inc., a Delaware corporation ("LENDER"), Alaska Native Broadband
1 License, LLC, a Delaware limited liability company ("BORROWER"), and Alaska Native Broadband 1, LLC,
a Delaware limited liability company ("GUARANTOR," and together with Borrower, the "LOAN PARTIES").
WHEREAS, Lender and each of the Loan Parties entered into that certain Credit Agreement dated as of
December 22, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT"); and
WHEREAS, Lender and each of the Loan Parties desire to amend the Credit Agreement to increase the
Acquisition Sub-Limit, the Build-Out Sub-Limit, and the Loan Commitment Amount.
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as
Section 1. The definitions for the terms "Acquisition Sub-Limit," "Build-Out Sub-Limit," and "Loan Commitment
Amount" shall be deleted in their entirety and replaced with the following definitions:
"'ACQUISITION SUB-LIMIT' shall mean $84.5 million, which shall be used solely to participate in the Auction
and to pay the net winning bids for licenses for which Borrower is the Winning Bidder, including to make any
required deposits or down payments to the FCC in connection therewith."
"'BUILD-OUT SUB-LIMIT' shall mean an amount equal to $4.5 million, which shall be used by Borrower to
fund the Build-Out and initial operation of the ANB-1 License Systems, including payment of management fees, if
any, to ANB and Cricket; provided, however, that in the event the Require