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
FIRST AMENDMENT dated as of November 24, 1999 (this "Amendment"), to the Credit Agreement (the
"Credit Agreement") dated as of September 20, 1999, among Cricket Communications, Inc. ("Holdings"),
Cricket Wireless Communications, Inc. (the "Borrower"), 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
WHEREAS the Borrower has 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 for the limited
purposes described herein 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 1.01(a) -- Airgate Licenses" immediately before "Schedule 2.01".
(b) The Credit Agreement is hereby amended by attaching Exhibit A hereto as Schedule 1.01(a) thereto.
(c) The preamble to the Credit Agreement is hereby amended by:
(i) deleting "CRICKET COMMUNICATIONS INC." therefrom and substituting "CRICKET
COMMUNICATIONS HOLDINGS, INC." in lieu thereof; and
(ii) deleting "CRICKET WIRELESS COMMUNICATIONS INC." therefrom and substituting "CRICKET
COMMUNICATIONS, INC." in lieu thereof.
(d) Section 1.01 of the Credit Agreement is hereby amended by:
(i) inserting after the definition of "Agents" and before the definition of "Alternate Base Rate" the following