exv10w2



 





EXHIBIT 10.2




CONSENT




Dated as of March 15, 2007




          Each of the undersigned, as Guarantor under the Amended and Restated Subsidiary Guaranty dated
as of June 16, 2006 (collectively, the “Guaranty”), in each case, in favor of the Administrative
Agent and the Lenders parties to the Credit Agreement referred to in the foregoing Amendment,
hereby consents to such Amendment and the transactions contemplated by such Amendment and hereby
confirms and agrees that (a) notwithstanding the effectiveness of such Amendment, the Guaranty is,
and shall continue to be, in full force and effect and is hereby ratified and confirmed in all
respects, except that, on and after the effectiveness of such Amendment, each reference in the
Guaranty to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and
be a reference to the Credit Agreement, as amended by such Amendment, and (b) the Collateral
Documents to which such Guarantor is a party are hereby ratified, reaffirmed and confirmed in all
respects and all of the Collateral described therein do, and shall continue to, secure the payment
of all of the obligations to be secured thereunder including, without limitation, any new Term B1
Loans.




          This Consent shall be governed by, and construed in accordance with, the laws of the State of
New York.




          [The remainder of this page is intentionally left blank]




          [SIGNATURE PAGES TO FOLLOW]




 









 








	 	 	 	 	 
	 	LEAP WIRELESS INTERNATIONAL, INC. 

 	 
	 	By:  	/s/ Amin Khalifa
 	 
	 	 	Name:  	Amin Khalifa 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



BACKWIRE.COM, INC.

TELEPHONE ENTERTAINMENT NETWORK, INC.

CRICKET LICENSEE (REAUCTION), INC.

CRICKET LICENSEE I, INC.

CHASETEL REAL ESTATE HOLDING COMPANY, INC.

CRICKET ALABAMA PROPERTY COMPANY

CRICKET ARIZONA PROPERTY COMPANY

CRICKET ARKANSAS PROPERTY COMPANY

CRICKET CALIFORNIA PROPERTY COMPANY

CRICKET COLORADO PROPERTY COMPANY

CRICKET FLORIDA PROPERTY COMPANY

CRICKET GEORGIA PROPERTY COMPANY, INC.

CRICKET IDAHO PROPERTY COMPANY

CRICKET ILLINOIS PROPERTY COMPANY

CRICKET INDIANA PROPERTY COMPANY

CRICKET KANSAS PROPERTY COMPANY

CRICKET KENTUCKY PROPERTY COMPANY

CRICKET MICHIGAN PROPERTY COMPANY

CRICKET MINNESOTA PROPERTY COMPANY

CRICKET MISSISSIPPI PROPERTY COMPANY

CRICKET NEBRASKA PROPERTY COPANY

CRICKET NEVADA PROPERTY COMPANY

CRICKET NEW MEXICO PROPERTY COMPANY

CRICKET NEW YORK PROPERTY COMPANY, INC.

CRICKET NORTH CAROLINA PROPERTY COMPANY

CRICKET OHIO PROPERTY COMPANY

CRICKET OKLAHOMA PROPERTY COMPANY

CRICKET OREGON PROPERTY COMPANY

CRICKET PENNSYLVANIA PROPERTY COMPANY

CRICKET TEXAS PROPERTY COMPANY

CRICKET UTAH PROPERTY COMPANY

CRICKET WASHINGTON PROPERTY COMPANY

CRICKET WISCONSIN PROPERTY COMPANY

LEAP PCS MEXICO, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ Amin Khalifa
 	 
	 	 	Name:  	Amin Khalifa 	 
	 	 	Title:  	Chief Financial Officer 	 


 









 





	 	 	 	 	 
	 
	 	ALASKA NATIVE BROADBAND 1, LLC

 	 
	 	By:  	Cricket Communications, Inc.,
 	 
	 	 	Its Manager and sole member 	 
	 	 	 
	 	By:  	                                      /s/ Robert J. Irving, Jr.
 	 
	 	 	Title: Senior Vice President 	 
	 	 	 	 
	 
	 	ALASKA NATIVE BROADBAND 1 LICENSE, LLC

 	 
	 	By:  	Alaska Native Broadband 1, LLC
 	 
	 	 	Its Manager and sole member 	 
	 	 	 
	 	By:  	                                           Cricket Communications, Inc.,
 	 
	 	 	Its Manager and sole member 	 
	 	 	 
	 	By:  	                        /s/ Robert J. Irving, Jr.
 	 
	 	 	Title: Senior Vice President