exv10w11w7



 






EXHIBIT 10.11.7




LETTER WAIVER




Dated as of March 6, 2006




To the banks, financial institutions

      and other institutional lenders

      (collectively, the “Lenders”)

      parties to the Credit Agreement

      referred to below and to Bank of

      America, N.A., as agent (the “Agent”)

      for the Lenders



Ladies and Gentlemen:




     We refer to the Credit Agreement dated as of January 10, 2005 (as amended, the “Credit
Agreement”) among Cricket Communications, Inc., as Borrower (the “Borrower”), Leap
Wireless International, Inc. (“Holdings”), as a guarantor, and you. Capitalized terms not
otherwise defined in this Letter Waiver have the same meanings as specified in the Credit
Agreement.



     As previously disclosed to the Lenders, Holdings is restating (i) the financial information
for the five months ended December 31, 2004 included in its historical consolidated financial
statements and (ii) its historical consolidated financial statements for the interim periods ended
September 30, 2004, March 31, 2005, June 30, 2005 and September 30, 2005 (collectively, the
“Prior Financial Statements”), as a result of the identification of certain errors related
to Holdings’ accounting for income taxes.



     The restatements result from: (i) errors in the calculation of the tax bases of certain
wireless licenses and deferred taxes associated with tax deductible goodwill; (ii) errors in the
accounting for the release of the valuation allowance on deferred tax assets recorded in
fresh-start reporting; and (iii) the determination that the netting of deferred tax assets
associated with wireless licenses against deferred tax liabilities associated with wireless
licenses was not appropriate, as well as the resulting error in the calculation of the valuation
allowance on the license-related deferred tax assets.



     We hereby request that you waive, by counter-signing this Letter Waiver, any Default and any
Event of Default arising under Sections 8.01(b) or 8.01(d) of the Credit Agreement caused by (a)
the failure of any representation or warranty in Sections 4.02, 5.05(b) or 5.15 of the Credit
Agreement, Section 4 of Amendment No. 1 to the Credit Agreement dated as of July 22, 2005 or in any
Compliance Certificate to have been true and correct in all material respects when made, (b) the
failure of any certification or statement of fact made by the Grantors as to the existence and
continuation of a Default in connection with the release of Collateral from













 



2







security interests to have been true and correct in all material respects when made or (c) a
breach of Sections 6.01 or 6.09 of the Credit Agreement (in each case with respect to the Prior
Financial Statements), in each case to the extent that such Default or Event of Default results
from errors related to the accounting for income taxes in such Prior Financial Statements that are
so restated; provided, that in no event shall any waiver in this Letter Waiver be effective
if (x) net income for the five months ended December 31, 2004 or for the nine months ended
September 30, 2005 as reflected in the restated financial statements decreases from the amount
shown for net income in the corresponding Prior Financial Statements for such period or (y) total
liabilities as of the nine months ended September 30, 2005 as reflected in the restated financial
statements at such date are more than $110.0 million in excess of the amount shown for total
liabilities in the corresponding Prior Financial Statements at such date. For the avoidance of
doubt, none of the waivers set forth in this Letter Waiver shall be construed as a waiver of
compliance with any of the covenants set forth in Section 7.10 of the Credit Agreement, whether or
not any such non-compliance results from or relates to an Event of Default specifically waived
herein.



     From and after the effectiveness of this Letter Waiver and the delivery of any restatement of
any Prior Financial Statements contemplated by the preceding paragraphs, the parties hereto agree
that any representation or warranty relating to the Prior Financial Statements (or to any report,
information, certificate or schedule to the extent based thereon) made or deemed to be made by a
Loan Party pursuant to the terms of the Loan Documents shall be deemed to refer to such Prior
Financial Statements as so restated (or to such report, information, certificate or schedule, which
shall be deemed to have been amended by such Prior Financial Statements as so restated). The
delivery of any restatement of any Prior Financial Statements shall be deemed to constitute a
making by Holdings of each of the representations and warranties contained in Sections 5.05(b) and
5.15 of the Credit Agreement with respect to such Prior Financial Statements as so restated.



     This Letter Waiver shall become effective as of the date first above written when, and only
when, the Agent shall have received counterparts of this Letter Waiver executed by us and the
Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender
has executed this Letter Waiver, and the consent attached hereto executed by each Grantor. The
effectiveness of this Letter Waiver is conditioned upon the accuracy of the factual matters
described herein. This Letter Waiver is subject to the provisions of Section 10.03 of the Credit
Agreement.



     The Credit Agreement, the Notes and each of the other Loan Documents, except to the extent of
the waivers specifically provided above, are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. Without limiting the generality of the
foregoing, the Collateral Documents and all of the Collateral described therein do and shall
continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents.
The execution, delivery and effectiveness of this Letter Waiver shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under
any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.



     If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement
by executing and returning at least two counterparts of this Letter Waiver to
Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, Attention: Monica
Holland, telecopier number: 646-848-5338.



     This Letter Waiver may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Letter Waiver by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Waiver.



[SIGNATURE PAGE FOLLOWS]














 





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



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	CRICKET COMMUNICATIONS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Stefan C. Karnavas
 

Name: Stefan C. Karnavas
	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	LEAP WIRELESS INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Stefan C. Karnavas
 

Name: Stefan C. Karnavas
	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 






	 	 	 	 	 
	Agreed as of the date first above written:	 	 
	 
	 	 	 	 
	BANK OF AMERICA, N.A.,	 	 
	as Agent and as Lender	 	 
	 
	 	 	 	 
	By 

	 	/s/ Scott Conner
	 	 
	 	 	Name: Scott Conner
	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 


















 






	 	 	 	 	 
	[NAME OF LENDER]

	 	 
	 
	 	 	 	 
	By 

	 	 

Name:
	 	 
	 

	 	Title:	 	 




[FORM
OF SIGNATURE PAGE EXECUTED BY REQUIRED LENDERS]




CONSENT




Dated as of March 6, 2006




     Each of the undersigned, as Guarantor under the Subsidiary Guaranty dated January 10, 2005
(the “Subsidiary Guaranty”) and as Grantor under the Security Agreement dated January 10, 2005 (the
“Security Agreement”), each in favor of the Agent, for its benefit and the benefit of the Secured
Parties referred to in the Credit Agreement referred to in the foregoing Letter Waiver, hereby
consents to such Letter Waiver and hereby confirms and agrees that (a) notwithstanding the
effectiveness of such Letter Waiver, each of the Subsidiary Guaranty and the Security Agreement is,
and shall continue to be, in full force and effect and is hereby ratified and confirmed in all
respects, and (b) the Collateral Documents to which such Grantor is a party and all of the
Collateral described therein do, and shall continue to, secure the payment of all of the Secured
Obligations (in each case, as defined therein).



BACKWIRE.COM, INC.

TELEPHONE ENTERTAINMENT NETWORK, INC.

CHASETEL LICENSEE CORP.

CRICKET LICENSEE (ALBANY), INC.

CRICKET LICENSEE (COLUMBUS), INC.

CRICKET LICENSEE (DENVER) INC.

CRICKET LICENSEE (LAKELAND) INC.

CRICKET LICENSEE (MACON),INC.

CRICKET LICENSEE (NORTH CAROLINA) INC.

CRICKET LICENSEE (PITTSBURGH) INC.

CRICKET LICENSEE (REAUCTION), INC.

CRICKET LICENSEE I, INC.

CRICKET LICENSEE II, INC.

CRICKET LICENSEE III, INC.

CRICKET LICENSEE IV, INC.

CRICKET LICENSEE V, INC.

CRICKET LICENSEE VI, INC.

CRICKET LICENSEE VII, INC.

CRICKET LICENSEE VIII, INC.

CRICKET LICENSEE IX, INC.

CRICKET LICENSEE X, INC.

CRICKET LICENSEE XII, INC.

CRICKET LICENSEE XIII, INC.

CRICKET LICENSEE XIV, INC.

CRICKET LICENSEE XV, INC.

CRICKET LICENSEE XVI, INC.

CRICKET LICENSEE XVII, INC.

CRICKET LICENSEE XVIII, INC.

CRICKET LICENSEE XIX, INC.

CRICKET LICENSEE XX, INC.

CRICKET HOLDINGS DAYTON, INC.














 





MCG PCS LICENSEE CORPORATION, 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 COMPANY

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/ Stefan C. Karnavas
 

	 	 
	 	 	Name: Stefan C. Karnavas	 	 
	 	 	Title: Vice President and Treasurer