<PAGE>

                                                                  EXHIBIT 10.1.1

                                                                  EXECUTION COPY

                             AMENDMENT NO. 1 TO THE
                                CREDIT AGREEMENT

                                                       Dated as of July 22, 2005

            AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among Cricket
Communications, Inc., a Delaware corporation (the "Borrower"), Leap Wireless
International, Inc., a Delaware corporation ("Holdings"), as parent guarantor,
the banks, financial institutions and other institutional lenders parties to the
Credit Agreement referred to below (collectively, the "Lenders") and Bank of
America, N.A., as agent (the "Agent") for the Lenders.

            PRELIMINARY STATEMENTS:

            (1) The Borrower, Holdings, the Lenders and the Agent have entered
into a Credit Agreement dated as of January 10, 2005 (the "Credit Agreement").
Capitalized terms not otherwise defined in this Amendment have the same meanings
as specified in the Credit Agreement.

            (2) The Borrower has requested that the Required Lenders agree to
amend the Credit Agreement and the Security Agreement dated as of January 10,
2005 from the Grantors referred to therein in favor of the Agent for the benefit
of the Secured Parties (the "Security Agreement") to increase the amount
permitted to be invested in Designated Entities and to effect certain other
amendments.

            (3) The Required Lenders are, on the terms and conditions stated
below, willing to grant the request of the Borrower and the Borrower and the
Required Lenders have agreed to amend the Credit Agreement as hereinafter set
forth.

            SECTION 1. Amendments to Credit Agreement. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 3, hereby amended as follows:

            (a) Section 1.01 of the Credit Agreement is amended by adding
      thereto the following additional definitions, in the appropriate
      alphabetical position:

            " "ANB 1" means Alaska Native Broadband 1, LLC, a Delaware limited
      liability company, and its successors."

            " "ANB 1 LICENSE" means Alaska Native Broadband 1 License, LLC, a
      Delaware limited liability company, and its successors."

            " "ANB CRICKET CREDIT AGREEMENT" means the credit agreement dated as
      of December 22, 2004 among ANB 1 License, as borrower, ANB 1, as guarantor
      and the Borrower, as lender, as amended by Amendment No. 1 dated as of
      January 26, 2005 and by Amendment No. 2 dated as of June 24, 2005, and as
      further amended or supplemented from time to time to the extent permitted
      by Section 7.18."

<PAGE>

            " "ANB ENTITY" means ANB 1 or ANB 1 License and "ANB ENTITIES" means
      ANB 1 and ANB 1 License, collectively."

            " "CONTROLLED JOINT VENTURE ENTITY" means a Joint Venture Entity as
      to which Holdings or any of its Subsidiaries owns a majority of the Equity
      Interests having ordinary voting power for the election of directors,
      managers or other governing body (other than securities or interests
      having such power only by reason of the happening of a contingency)."

            " "JOINT VENTURE ENTITY" means a corporation, partnership, joint
      venture, limited liability company or other business entity in which
      Holdings or any of its Subsidiaries makes any Investment as permitted by
      Section 7.03(n), of which more than zero percent but less than 100% of the
      shares of securities or other ownership interests having ordinary voting
      power for the election of directors, managers or other governing body
      (other than securities or interests having such power only by reason of
      the happening of a contingency) are owned by Holdings or any of its
      Subsidiaries; provided, however, that any entity that is a Subsidiary of
      the Borrower on July 22, 2005 shall not be included in the term "Joint
      Venture Entity"."

            " "PERMITTED ANB UNSECURED INVESTMENT" means any of

            (a) any Disposition permitted under any of Sections 7.05(o), 7.05(p)
      and 7.05(q) that constitutes an Investment, to the extent that the
      aggregate amount of all such Investments does not exceed $10,000,000
      outstanding at any time,

            (b) any Investment of the type permitted by clause (y) of Section
      7.03(l),

            (c) any Investment of the type permitted by clause (z) of Section
      7.03(l),

            (d) any Permitted Guarantee with respect to obligations of ANB 1 or
      ANB 1 License, and

            (e) one or more Investments in ANB 1 or ANB 1 License that in the
      aggregate do not exceed $5,000,000 at any time."

            " "PERMITTED GUARANTEES" means one or more Guarantees or assumptions
      of Indebtedness or other liabilities or obligations of (a) ANB 1 or ANB 1
      License that are otherwise permitted under Section 7.03(l), in an
      aggregate amount not in excess of $20,000,000 at any time or (b) of Joint
      Venture Entities, Designated Entities or Disqualified Subsidiaries that
      are otherwise permitted under Section 7.03(n), in an aggregate amount not
      in excess of $5,000,000 at any time."

            (a) Section 1.01 is further amended as follows:

                  (i) the definition of "Consolidated EBITDA" is amended by
      inserting after the phrase "Holdings and its Subsidiaries" where it occurs
      in each of the eighth and sixteenth lines thereof the following:
      "(including any Designated Entities and Joint

                                       2

<PAGE>

      Venture Entities that are required under GAAP to be consolidated with
      Holdings and its Subsidiaries)";

                  (ii) the definition of "Consolidated Fixed Charge Coverage
      Ratio" is amended by inserting after the phrase "Holdings and its
      Subsidiaries" where it occurs in the penultimate line thereof the
      following: "(including any Designated Entities and Joint Venture Entities
      that are required under GAAP to be consolidated with Holdings and its
      Subsidiaries)";

                  (iii) the definition of "Consolidated Funded Indebtedness" is
      amended by (A) inserting after the phrase "Holdings and its Subsidiaries"
      where it occurs in each of the second and twelfth lines thereof the
      following: "(including any Designated Entities and Joint Venture Entities
      that are required under GAAP to be consolidated with Holdings and its
      Subsidiaries)" and (B) inserting at the end of such definition,
      immediately before the period, the following: "or Section 7.03(n)";

                  (iv) the definition of "Consolidated Interest Charges" is
      amended by inserting after the phrase "Holdings and its Subsidiaries"
      where it occurs in the seventh line thereof the following: "(including any
      Designated Entities and Joint Venture Entities that are required under
      GAAP to be consolidated with Holdings and its Subsidiaries)";

                  (v) the definition of "Consolidated Interest Coverage Ratio"
      is amended by inserting after the phrase "Holdings and its Subsidiaries"
      where it occurs in the third line thereof the following: "(including any
      Designated Entities and Joint Venture Entities that are required under
      GAAP to be consolidated with Holdings and its Subsidiaries)";

                  (vi) the definition of "Consolidated Leverage Ratio" is
      amended by inserting after the phrase "Holdings and its Subsidiaries"
      where it occurs in the third line thereof the following: "(including any
      Designated Entities and Joint Venture Entities that are required under
      GAAP to be consolidated with Holdings and its Subsidiaries)";

                  (vii) the definition of "Consolidated Net Income" is amended
      by inserting after the phrase "Holdings and its Subsidiaries" where it
      occurs in the second line thereof the following: "(including any
      Designated Entities and Joint Venture Entities that are required under
      GAAP to be consolidated with Holdings and its Subsidiaries)";

                  (viii) the definition of "Consolidated Senior Secured Leverage
      Ratio" is amended by inserting after the phrase "Holdings and its
      Subsidiaries" where it occurs in the third line thereof the following:
      "(including any Designated Entities and Joint Venture Entities that are
      required under GAAP to be consolidated with Holdings and its
      Subsidiaries)";

                  (ix) the definition of "Disqualified Subsidiary" is amended by
      inserting after the phrase "that was formerly a Designated Entity" the
      phrase "or a Joint Venture Entity";

                                       3

<PAGE>

                  (x) the definition of "Excess Cash Flow" is amended by (A)
      inserting after the phrase "Holdings and its Subsidiaries" where it occurs
      in each of the fifth, ninth, eleventh and twelfth lines thereof the
      following: "(including any Designated Entities and Joint Venture Entities
      that are required under GAAP to be consolidated with Holdings and its
      Subsidiaries)" and (B) substituting for the phrase "Sections 7.03(k) and
      7.03(l)" in clause (j) thereof the phrase "Sections 7.03(k), 7.03(l) and
      7.03(n)";

                  (xi) the definition of "Investment" is amended by substituting
      for the phrase "Guarantees of a Designated Entity or assumptions of debt
      of a Designated Entity" where it appears in clause (b) thereof the phrase
      "Guarantees of Designated Entity or a Joint Venture Entity or assumptions
      of debt of a Designated Entity or a Joint Venture Entity"; and

                  (xii) the definition of "Subsidiary" is amended by (A)
      substituting for the word "and" where it appears immediately before clause
      (y) thereof a comma, (B) amending and restating clause (y) thereof in its
      entirety to read as follows: "until such time as Holdings beneficially
      owns, directly or indirectly, shares of securities or other ownership
      interests having the power to elect a majority of the directors, managers
      or other governing body (other than securities or interests having such
      power only by reason of the happening of a contingency) of an ANB Entity,
      such ANB Entity" and (B) inserting the following immediately before the
      period at the end of such definition: "and (z) until such time as Holdings
      beneficially owns, directly or indirectly, 100% of the Equity Interests of
      a Joint Venture Entity, Designated Entity or former Designated Entity in
      which Holdings or any of it Subsidiaries makes any Investment pursuant to
      Section 7.03(n), each such Joint Venture Entity, Designated Entity or
      former Designated Entity".

            (b) Section 2.04(b)(ii) is amended by inserting in place of the
      phrase "Section 7.05(a), (b), (c), (d), (f), (g), (h) or (i)(x)" where it
      appears therein the following: "Section 7.05(a), (b), (c), (d), (f), (g),
      (h), (i)(x), (n), (o), (p), (q), (r), (s), (t), (u) or (v)".

            (c) The first sentence of Section 2.13(a) is amended and restated in
      its entirety to read as follows:

      "Provided there exists no Default, upon notice to the Administrative Agent
      (which shall promptly notify the Lenders), the Borrower may from time to
      time, request an increase in the Term B or Revolving Credit Commitments by
      an amount (for all such requests after July 22, 2005) not exceeding
      $300,000,000; provided that (i) up to three such requests for increases
      which are in respect of the Revolving Credit Facility may be in minimum
      amounts of $5,000,000 each and (ii) any other such request for an increase
      shall be in a minimum amount of $50,000,000."

            (d) Section 4.02(a) is amended by inserting the following language
      at the end of such Section, immediately before the period: ", and all
      references in Sections 5.05(a) and (b) to Holdings and its Subsidiaries
      shall be deemed to refer to Holdings and its Subsidiaries and any
      Designated Entities and Joint Venture Entities that are required under
      GAAP, during the period covered by the relevant financial statements, to
      be consolidated with Holdings and its Subsidiaries".

                                       4

<PAGE>

            (e) The last sentence of Section 5.05(b) is deleted in its entirety.

            (f) Section 5.05(d) is amended by inserting after the words
      "Holdings and its Subsidiaries" where they appear in the second line
      thereof the following: "(including any Designated Entities and Joint
      Venture Entities that are required under GAAP to be consolidated with
      Holdings and its Subsidiaries)".

            (g) Section 6.01 is amended as follows:

                  (i) the first paragraph of Section 6.01 is amended to delete
      from the end of such paragraph the phrase "and in sufficient copies for
      each Lender";

                  (ii) Section 6.01(a) is amended by inserting after the phrase
      "Holdings and its Subsidiaries" where it appears in the second line
      thereof the following: "(including Designated Entities and Joint Venture
      Entities that are required under GAAP to be consolidated with Holdings and
      its Subsidiaries)";

                  (iii) Section 6.01(b) is amended by inserting after the phrase
      "Holdings and its Subsidiaries" where it appears in each of the third and
      eleventh lines thereof the following: "(including Designated Entities and
      Joint Venture Entities that are required under GAAP to be consolidated
      with Holdings and its Subsidiaries)"; and

                  (iv) Section 6.01(c) is amended by inserting after the phrase
      "Holdings and its Subsidiaries" where it appears in the fifth line thereof
      the following: "(including Designated Entities and Joint Venture Entities
      that are required under GAAP to be consolidated with Holdings and its
      Subsidiaries)".

                  (h) Section 6.02 is amended as follows:

                  (i) the first paragraph of Section 6.02 is amended to delete
      from the end of such paragraph the phrase "and in sufficient copies for
      each Lender"; and

                  (ii) the second paragraph of Section 6.02 is amended by
      substituting for the phrase "Holdings shall notify the Administrative
      Agent and each Lender" where it appears in clause (ii) of the proviso to
      such paragraph the following: "Holdings shall notify the Administrative
      Agent, which shall notify to each Lender,".

            (i) The first paragraph of Section 6.03 is amended by substituting
      for the phrase "notify the Administrative Agent and each Lender" where it
      appears therein the following: "notify the Administrative Agent, which
      shall notify each Lender"

            (j) Section 6.22 is amended and restated in its entirety to read as
      follows:

            "6.22. Designated Entities, Joint Venture Entities and Disqualified
Subsidiaries Separateness. Comply with the following:

            (i) (A) Holdings and its Subsidiaries (other than a Disqualified
      Subsidiary) will, to the extent that any such Subsidiary has one or more
      deposit accounts, maintain

                                       5

<PAGE>

      their own deposit account or accounts, separate from those of each
      Designated Entity, each Joint Venture Entity and each Disqualified
      Subsidiary, with commercial banking institutions and will not commingle
      their funds with any Designated Entity, and Joint Venture Entity or any
      Disqualified Subsidiary; and (B) each Disqualified Subsidiary and each
      Controlled Joint Venture Entity, to the extent that any such Disqualified
      Subsidiary or Controlled Joint Venture Entity has one or more deposit
      accounts, will maintain its own deposit account or accounts, separate from
      those of each Designated Entity and each of Holdings and each of its other
      Subsidiaries, with commercial banking institutions and will not commingle
      its funds with any Designated Entity or Holdings or any of its other
      Subsidiaries;

            (ii) (A) Holdings and its Subsidiaries (other than a Disqualified
      Subsidiary) will maintain a separate address from the address of each
      Designated Entity, each Joint Venture Entity and each Disqualified
      Subsidiary, or to the extent any Designated Entity, Joint Venture Entity
      or Disqualified Subsidiary may have offices in the same location as any of
      Holdings and its other Subsidiaries, maintain a fair and appropriate
      allocation of overhead costs among them, with each such entity bearing its
      fair share of such expense; and (B) each Disqualified Subsidiary and each
      Controlled Joint Venture Entity will maintain a separate address from the
      address of each Designated Entity and each of Holdings and its other
      Subsidiaries, or to the extent any Disqualified Subsidiary or Controlled
      Joint Venture Entity may have offices in the same location as any
      Designated Entity or any of Holdings and its other Subsidiaries, maintain
      a fair and appropriate allocation of overhead costs among them, with each
      such entity bearing its fair share of such expense;

            (iii) each Disqualified Subsidiary and each Controlled Joint Venture
      Entity will issue separate financial statements prepared not less
      frequently than quarterly and prepared in accordance with GAAP (except for
      the omission of certain footnotes and other presentation items required by
      GAAP with respect to audited financial statements), which financial
      statements need not be separately audited or reviewed by an independent
      accounting firm;

            (iv) each Disqualified Subsidiary and each Controlled Joint Venture
      Entity will be a corporation or limited liability company and each
      Disqualified Subsidiary and each Controlled Joint Venture Entity will
      conduct its affairs in accordance with its certificate of incorporation or
      formation and by-laws or limited liability company agreement (or similar
      constitutive documents) and observe all necessary, appropriate and
      customary company (or corporate) formalities, including, but not limited
      to, holding all regular and special members' and board of managers' (or
      stockholders' and directors' or other similar Persons') meetings
      appropriate to authorize all company (or corporate) action, keeping
      separate and accurate minutes of its meetings, passing all resolutions or
      consents necessary to authorize actions taken or to be taken, and
      maintaining accurate and separate books, records and accounts, including,
      but not limited to, payroll and intercompany transaction accounts, to the
      extent applicable;

            (v) (A) no Disqualified Subsidiary or Controlled Joint Venture
      Entity will

                                       6

<PAGE>

      assume or guarantee any of the liabilities of, or pledge any of its assets
      for the benefit of any of, Holdings and its other Subsidiaries or any
      Designated Entity, (B) each of Holdings and its Subsidiaries (other than a
      Disqualified Subsidiary) will not assume or guarantee any of the
      liabilities of, or pledge any of its assets for, the benefit of any
      Designated Entity, Joint Venture Entity or Disqualified Subsidiary or hold
      out its credit as being available to satisfy the obligations of any
      Designated Entity, Joint Venture Entity or Disqualified Subsidiary (which
      shall be deemed not to refer to any disclosure by Holdings and its
      Subsidiaries of Investments or obligations that Holdings or its
      Subsidiaries are permitted to make in or incur with respect to Designated
      Entities, Joint Venture Entities and Disqualified Subsidiaries in
      compliance with this Agreement), other than with respect to Permitted
      Guarantees and (C) no Disqualified Subsidiary or Controlled Joint Venture
      Entity will hold out the credit of Holdings and its other Subsidiaries as
      being able to satisfy the obligations of such Disqualified Subsidiary or
      Controlled Joint Venture Entity (which shall be deemed not to refer to any
      disclosure by a Disqualified Subsidiary or Controlled Joint Venture Entity
      of Investments or obligations that Holdings or its Subsidiaries are
      permitted to make in or incur with respect to Disqualified Subsidiaries
      and Controlled Joint Venture Entities in compliance with this Agreement),
      other than with respect to Permitted Guarantees;

            (vi) (A) Holdings and each of its Subsidiaries (other than a
      Disqualified Subsidiary) will not authorize the use of its name or
      trademarks or service marks by any Disqualified Subsidiary, Designated
      Entity or Joint Venture Entity except pursuant to a written license
      agreement; (B) each Disqualified Subsidiary and Controlled Joint Venture
      Entity will not authorize the use of its name or trademarks or service
      marks by any Designated Entity except pursuant to a written license
      agreement; and (C) each Designated Entity, Disqualified Subsidiary and
      Joint Venture Entity may use the same domain name for electronic mail as
      Holdings and its Subsidiaries;

            (vii) (A) None of Holdings or any of its Subsidiaries (other than a
      Disqualified Subsidiary) will conduct a material amount of its own
      business with suppliers of goods and services, lenders or purchasers of
      securities in the name of Designated Entities, Joint Venture Entities or
      Disqualified Subsidiaries, provided, however, that Holdings and its
      Subsidiaries may provide services and, to the extent permitted under
      Section 7.05, inventory, equipment and other property, to Designated
      Entities, Joint Venture Entities and Disqualified Subsidiaries and may
      conduct the business of Designated Entities, Joint Venture Entities and
      Disqualified Subsidiaries by or on behalf of such Designated Entities,
      Joint Venture Entities or Disqualified Subsidiaries, as applicable, under
      a management or services agreement so long as, except as permitted under
      Section 6.22(vi), any material business so conducted is conducted in the
      name of such Designated Entity, Joint Venture Entity or Disqualified
      Subsidiary, as applicable and (B) except as permitted under Section
      6.22(vi), no Disqualified Subsidiary or Controlled Joint Venture Entity
      will conduct a material amount of its own business with suppliers of goods
      and services, lenders or purchasers of securities in the name of Holdings
      or any of its other Subsidiaries or any Designated Entity; and

            (viii) If Holdings or any of its Subsidiaries obtains actual
      knowledge that any Designated Entity or Joint Venture Entity has
      represented or indicated to any supplier of

                                       7

<PAGE>

      goods and services to, lender to or purchaser of securities of such
      Designated Entity or Joint Venture Entity that the credit of Holdings and
      its Subsidiaries is available to satisfy the obligations of such
      Designated Entity or Joint Venture Entity (which shall be deemed not to
      refer to any disclosure by a Designated Entity or Joint Venture Entity of
      Investments or obligations that Holdings or its Subsidiaries are permitted
      to make in or incur with respect to Designated Entities and Joint Venture
      Entities in compliance with this Agreement), other than in respect of
      Permitted Guaranties, then Holdings and its Subsidiaries shall take such
      action as shall be reasonable in the circumstances, which may include
      providing written notice to any Person to whom such representation or
      indication was made, to make clear that the credit of Holdings and its
      Subsidiaries is not available to satisfy the obligations of such
      Designated Entity or Joint Venture Entity, other than in respect of
      Permitted Guaranties."

            (k) A new Section 6.24 is added to the Credit Agreement, to read as
      follows:

            "6.24 Perfection of ANB Enitity Security. As promptly as
      practicable, take, and use commercially reasonable efforts to cause each
      ANB Entity to take, all action reasonably necessary or, in the reasonable
      judgment of the Administrative Agent, desirable to perfect the security
      interest of any Loan Party in substantially all of the assets (but
      excluding FCC Licenses and non-owned real property interests) of such ANB
      Entity securing Indebtedness owed by such ANB Entity to such Loan Party."

            (l) Section 7.01(i) is amended by substituting for the figure
      "$50,000,000" where it appears therein the figure "$100,000,000".

            (m) Section 7.02(a) is amended as follows:

                  (i) Section 7.02(a)(C) is amended by (A) inserting after the
      phrase "Holdings and its Subsidiaries" where it appears in clause (y)
      thereof the following: "(including any Designated Entities and Joint
      Venture Entities that are required under GAAP to be consolidated with
      Holdings and its Subsidiaries)" and (B) substituting for the phrase
      "delivered to the Administrative Agent and the Lenders" the phrase
      "delivered to the Administrative Agent"; and

                  (ii) Section 7.02(a)(D) is amended by (A) inserting after the
      phrase "Holdings and its Subsidiaries" where it appears in clause (y)
      thereof the following: "(including any Designated Entities and Joint
      Venture Entities that are required under GAAP to be consolidated with
      Holdings and its Subsidiaries)" and (B) substituting for the phrase
      "delivered to the Administrative Agent and the Lenders" the phrase
      "delivered to the Administrative Agent".

            (n) Section 7.02(b)(D) is amended by substituting for the figure
      "$50,000,000" where it appears therein the figure "$100,000,000".

            (o) Section 7.02(b)(F) is amended and restated in its entirety to
      read as follows:

                                       8

<PAGE>

                  "(F) Indebtedness of any Disqualified Subsidiary owed to
            Persons other than Loan Parties and existing at the time such
            Disqualified Subsidiary becomes a wholly owned Subsidiary of
            Holdings pursuant to Section 7.03(k), so long as such Indebtedness
            (x) does not exceed $150,000,000 in the aggregate for all such
            Indebtedness of Designated Entities and Joint Venture Entities that
            become Disqualified Subsidiaries owed to Persons other than Loan
            Parties and (y) other than with respect to Permitted Guarantees, is
            non-recourse to Holdings and its other Subsidiaries, and any
            refinancings, refundings, renewals or extensions thereof, provided
            that (1) the amount of such Indebtedness is not increased at the
            time of such refinancing, refunding, renewal or extension, (2) the
            direct or any contingent obligor with respect thereto is not changed
            (and other than with respect to Permitted Guarantees, such
            Indebtedness remains non-recourse to Holdings and its other
            Subsidiaries) and (3) the Liens securing such Indebtedness do not
            extend to the assets of Holdings or any of its other Subsidiaries;".

            (p) Section 7.02(b)(G) is amended by substituting for the phrase
      "Designated Entities or Disqualified Subsidiaries" where it appears
      therein the phrase "ANB Entities".

            (q) Section 7.02(b) is further amended as follows: (i) the word
      "and" is deleted from clause (H) of such Section, (ii) a new clause (I) is
      added to such Section to read as follows: "Indebtedness constituting
      Permitted Guarantees;" (iii) the existing clause (I) is redesignated (J),
      (iv) the period at the end of such new clause (J) is replaced with the
      following: "; and" and (v) a new clause (K) is added to such Section to
      read as follows:

                  "(K) To the extent permitted under Section 7.03(n),
            obligations to make Investments in or loans to or to acquire Equity
            Interests in Joint Venture Entities or Designated Entities or
            Disqualified Subsidiaries and obligations to pay any management,
            origination or other similar fees to third parties in connection
            therewith.".

            (r) Section 7.03 is amended as follows:

                  (i) Section 7.03(k)(C) is amended by inserting after the words
      "other than" in the first parenthetical therein the following: "Permitted
      Guarantees or".

                  (ii) Section 7.03(k)(D) is amended by inserting at the end
      thereof the following: "provided that the requirements of this clause (D)
      shall not apply to an acquisition by the Borrower of the remaining portion
      of the Equity Interests of ANB 1 that the Borrower does not own as of July
      22, 2005 for a purchase price not exceeding $2,000,000, if at the time of
      such acquisition ANB 1 and ANB 1 License do not owe to any Persons other
      than Loan Parties Indebtedness in an aggregate amount in excess of
      $5,000,000".

                  (iii) Section 7.03(k)(E) is amended by (A) inserting after the
      phrase "Holdings and its Subsidiaries" where it appears therein the
      parenthetical "(including any Designated Entities and Joint Venture
      Entities that are required under GAAP to be

                                       9

<PAGE>

      consolidated with Holdings and its Subsidiaries)" and (B) substituting for
      the phrase "the Administrative Agent and the Lenders" the phrase "the
      Administrative Agent".

                  (iv) Section 7.03(k)(F) is amended and restated in its
      entirety to read as follows:

            "(F) If such newly-acquired Subsidiary is a Disqualified Subsidiary,
      the sole consideration paid for the acquisition of the remaining Equity
      Interests of such former Designated Entity or Joint Venture Entity shall
      be common stock of Holdings or Qualified Preferred Stock (or any
      combination thereof) plus, at the option of Holdings, (i) if such entity
      is an ANB Entity, an amount in cash not in excess of that portion of the
      $325,000,000 permitted (in accordance with clause (y) of Section 7.03(l))
      to be invested in ANB Entities that is at such time available to be so
      invested, or (ii) if such entity is a former Designated Entity or Joint
      Venture Entity other than an ANB Entity, an amount in cash not in excess
      of that portion of the $60,000,000 permitted to be invested in Designated
      Entities, Joint Venture Entities and Disqualified Subsidiaries pursuant to
      Section 7.03(n) that is at such time available to be so invested; and".

                  (v) The first paragraph of Section 7.03(l) is amended and
      restated in its entirety to read as follows:

            "(l) (w) Investments (other than Guarantees or assumptions of debt
which are not Permitted Guarantees) by Holdings and its Subsidiaries in ANB
Entities, (x) commitments to lend to or invest in ANB Entities (excluding for
purposes of the calculation under this Section 7.03(l) commitments to purchase
Equity Interests of an ANB Entity to the extent that such obligations are by
their terms permitted to be satisfied with common stock of Holdings or Qualified
Preferred Stock (or any combination thereof)), (y) that portion of all put
obligations to purchase Equity Interests of ANB Entities that is not by its
terms permitted to be satisfied with common stock of Holdings or Qualified
Preferred Stock (or any combination thereof) (which portion shall not exceed
$15,000,000 in amount at any time) and (z) payments of or obligations to pay
management, origination or other similar fees in connection with any of the
foregoing, in an aggregate amount for all such Investments and other obligations
referred to in clauses (w), (x), (y) and (z) outstanding at any time not to
exceed in the aggregate $325,000,000 (which amount shall (i) be permanently
reduced by amounts of the type referred to in clause (z) once any such amount
has been paid to a Person other than a Loan Party and (ii) be calculated without
giving effect to any capitalized interest on obligations owed by any ANB Entity
to a Loan Party); provided that, except for Permitted ANB Unsecured Investments,
amounts invested pursuant to this Section 7.03(l) after July 22, 2005 must be in
the form of Investments consisting of loans to ANB 1 or ANB 1 License, or
Investments resulting in contractual obligations of ANB 1 or ANB 1 License to a
Loan Party, in each case that are secured by substantially all of the assets of
ANB 1 and ANB 1 License to the extent required by Section 6.24; provided,
further that, with respect to each Investment made or other obligation incurred
pursuant to this Section 7.03(l):".

                  (vi) Section 7.03(l)(A) is amended by (A) inserting
      immediately before the phrase "future obligations to invest in or to lend"
      the phrase "in respect of Permitted Guarantees and", (B) substituting for
      the figure "$100,000,000" where it appears therein the figure
      "$325,000,000", (C) substituting for the phrase "a Designated Entity or a

                                       10

<PAGE>

      Disqualified Subsidiary" where it appears therein the phrase "an ANB
      Entity" and (D) by inserting at the end of the second parenthetical
      therein the following: "and any capitalized interest on obligations owed
      by any ANB Entity to a Loan Party".

                  (vii) Section 7.03(l)(D) is amended by (A) inserting after the
      figure "$100,000,000" where it appears in subclause (1) thereof the
      following parenthetical: "(or, in the case of an Investment in ANB 1 or
      ANB 1 License at a time when ANB 1 and ANB 1 License do not owe to any
      Persons other than Loan Parties Indebtedness in an aggregate amount in
      excess of $5,000,000, $50,000,000)"; (B) by inserting after the phrase
      "Holdings and its Subsidiaries" where it appears in subclause (3) thereof
      the following parenthetical: "(including any Designated Entities and Joint
      Venture Entities that are required under GAAP to be consolidated with
      Holdings and its Subsidiaries)" and (C) substituting for the phrase "the
      Administrative Agent and the Lenders" where it appears therein the phrase
      "the Administrative Agent".

                  (viii) Section 7.03(l) is further amended by (i) deleting the
      word "and" from the end of subclause (C) thereof and (ii) adding the
      following subclause (E) thereto:

                  "(E) (1) Each of the Loan Parties shall comply with the
      requirements of Section 6.12(b) as they relate to any Equity Interests,
      notes or other property received by such Loan Party in connection with any
      Investment under this Section 7.03(l), and (2) any Investment consisting
      of a loan or advance to an ANB Entity (x) shall be secured by a perfected
      security interest in substantially all of the assets of such ANB Entity to
      the extent required by Section 6.24 and (y) shall be evidenced by a
      promissory note, and all such promissory notes shall constitute Pledged
      Debt and shall, together with all related collateral, be pledged as
      security for the Obligations of the holder thereof under the Loan
      Documents and delivered to the Administrative Agent;".

                  (s) Section 7.03 is further amended by substituting for the
      period at the end of clause (m) thereof the following: "; and" and by
      inserting the following new clause (n):

            "(n) (w) Investments (other than Guarantees or assumptions of debt
which are not Permitted Guarantees) by Holdings and its Subsidiaries in
Designated Entities, Joint Venture Entities or Disqualified Subsidiaries (other
than an ANB Entity), (x) commitments to lend to or invest in Designated
Entities, Joint Venture Entities or Disqualified Subsidiaries (other than an ANB
Entity) (excluding for purposes of the calculation under this Section 7.03(n)
commitments to purchase Equity Interests of a Designated Entity, Joint Venture
Entity or Disqualified Subsidiary to the extent that such obligations are by
their terms permitted to be satisfied with common stock of Holdings or Qualified
Preferred Stock (or any combination thereof)), (y) that portion of all put
obligations to purchase Equity Interests of Designated Entities, Joint Venture
Entities or Disqualified Subsidiaries (other than ANB Entities) that is not by
its terms permitted to be satisfied with common stock of Holdings or Qualified
Preferred Stock (or any combination thereof) (which portion shall not exceed
$15,000,000 in amount at any time) and (z) payments of or obligations to pay
management, origination or other similar fees in connection with any of the
foregoing, in an aggregate amount for all such Investments and other obligations
referred to in clauses (w), (x), (y) and (z) outstanding at any time not to
exceed in the aggregate

                                       11

<PAGE>

$60,000,000 (which amount shall (i) be permanently reduced by amounts of the
type referred to in clause (z) once any such amount has been paid to a Person
other than a Loan Party and (ii) be calculated without giving effect to any
capitalized interest on obligations owed by any Designated Entity, Joint Venture
Entity or Disqualified Subsidiary to a Loan Party); provided that, with respect
to each Investment made pursuant to this Section 7.03(n):

                  (i) Holdings or the relevant Subsidiary shall comply with the
      requirements of Section 6.12(b) as they apply to any Equity Interests or
      other property obtained by them in connection with such Investment;

                  (ii) the lines of business of the Person in which such
      Investment is made shall be substantially one or more of the same lines of
      business as described in Section 7.07;

                  (iii) such Investment shall not include or result in any
      contingent liabilities that could reasonably be expected to be material to
      the business, financial condition, operations or prospects of Holdings and
      its Subsidiaries, taken as a whole (as determined in good faith by the
      board of directors (or the persons performing similar functions) of
      Holdings or such Subsidiary if the board of directors is otherwise
      approving such transaction and, in each other case, by a Responsible
      Officer), other than in respect of Permitted Guarantees and future
      obligations to invest in or to lend to or purchase Equity Interests of a
      Joint Venture Entity or a Designated Entity (other than ANB 1 or ANB 1
      License) or a Disqualified Subsidiary if and to the extent that any such
      entity becomes a Disqualified Subsidiary, and obligations to pay any
      management, origination or other similar fees to third parties in
      connection therewith, that do not in the aggregate when taken together
      with all other outstanding Investments and obligations of a type referred
      to in this Section 7.03(n) (excluding obligations to the extent that they
      are permitted by their terms to be satisfied with common stock of Holdings
      or Qualified Preferred Stock (or any combination thereof) and any
      capitalized interest on obligations owed by any such Joint Venture Entity,
      Designated Entity or Disqualified Subsidiary to a Loan Party) exceed
      $60,000,000;

                  (iv) immediately before and immediately after giving effect to
      such Investment, the Loan Parties shall have an aggregate amount of
      $100,000,000 in any combination of available cash, Cash Equivalents held
      by Loan Parties free and clear of all Liens other than the Liens created
      under the Collateral Documents and bankers' or similar liens and unused
      Revolving Credit Commitments which are then available to be drawn in
      accordance with the requirements of Section 4.02;

                  (v) (1) immediately before and immediately after giving pro
      forma effect to any such Investment, no Default shall have occurred and be
      continuing and (2) immediately after giving effect to such Investment,
      Holdings and its Subsidiaries (including any Designated Entities and Joint
      Venture Entities that are required under GAAP to be consolidated with
      Holdings and its Subsidiaries) shall be in pro forma compliance with all
      of the covenants set forth in Section 7.10, such compliance to be
      determined on the basis of the most recently ended Measurement Period for
      which financial information has been delivered to the Administrative Agent
      pursuant to Section

                                       12

<PAGE>

      6.01(a) or (b) as though such Investment had been consummated as of the
      first day of such Measurement Period; and

                  (vi) except for Investments of the type permitted by Section
      7.05(s), (t), (u) or (v), and except for Permitted Guarantees, Holdings
      shall have delivered to the Administrative Agent, on behalf of the
      Lenders, at least five Business Days prior to the date on which any such
      Investment is to be consummated, a certificate of a Responsible Officer,
      in form and substance reasonably satisfactory to the Administrative Agent,
      certifying that all of the requirements set forth in this clause (n) have
      been satisfied or will be satisfied on or prior to the consummation of
      such Investment and demonstrating the calculations used to determine such
      compliance."

                  (t) Section 7.05 is amended as follows:

                  (i) by substituting for the phrase "former Designated Entity"
      where it appears in the parenthetical to clause (f) thereof the phrase
      "Disqualified Subsidiary";

                  (ii) by (A) substituting for the word "and" immediately before
      subclause (y) of clause (i) thereof a comma and (B) adding to the end of
      such clause (i) the following "and (z) of Equity Interests in any Joint
      Venture Entity or Designated Entity".

                  (iii) by amending and restating the first parenthetical in
      clause (l) thereof in its entirety to read as follows: "(when taken
      together with any cash received in transactions under Section 7.05(k) or
      Section 7.05(r))".

                  (iv) by (A) deleting the word "and" from the end of clause (l)
      thereof, (B) substituting for the period at the end of clause (m) thereof
      a semi-colon and (C) adding the following additional clauses to such
      Section:

                        "(n) non-exclusive licenses or sublicenses of
                  intellectual property to ANB 1 License;

                        (o) Dispositions of inventory to ANB 1 License for a
                  sale price not less than the cost thereof for sale or use by
                  ANB 1 License in the ordinary course of business; provided
                  that to the extent that the consideration received from ANB 1
                  License is not cash, the amount of such non-cash consideration
                  shall constitute an Investment that is subject to the
                  limitations set forth in Section 7.03(l);

                        (p) Dispositions of property or equipment to ANB 1
                  License by Holdings or any of its Subsidiaries for fair market
                  value in connection with providing services to ANB 1 License
                  under a management or services agreement, provided the
                  aggregate fair market value for all such equipment and
                  property disposed of is not in excess of $5,000,000 in the
                  aggregate in any fiscal year; provided, further that to the
                  extent that the consideration received from ANB 1 License is
                  not cash, the amount of

                                       13

<PAGE>

                  such non-cash consideration shall constitute an Investment
                  that is subject to the limitations set forth in Section
                  7.03(l);

                        (q) subleases of cell sites, switch sites, retail sites
                  and administrative sites to ANB 1 License at rents not less
                  than the rents paid by Holdings or its Subsidiaries under the
                  corresponding primary leases for such sites, provided that (i)
                  the aggregate annual rents under all primary leases subject to
                  such subleases do not exceed $20,000,000 and (ii) any amount
                  not paid by ANB 1 or ANB 1 License in cash by such time as the
                  rent is due under the terms of the corresponding primary lease
                  shall constitute an Investment that is subject to the
                  limitations set forth in Section 7.03(l);

                        (r) Dispositions of property transferred in exchange
                  for, or contributed in respect of the issuance of, Equity
                  Interests or other consideration from any Joint Venture
                  Entity, Designated Entity or Disqualified Subsidiary in which
                  Holdings or any of its Subsidiaries makes an Investment of the
                  type permitted by Section 7.03(n); provided, that the amount
                  of the fair market value of the property so Disposed of shall
                  constitute an Investment that is subject to the limitations
                  set forth in Section 7.03(n); and provided, further, that any
                  cash received in a transfer or exchange under this Section
                  7.05(r) shall be deemed to be the fair market value of assets
                  Disposed of for purposes of Section 7.05(l);

                        (s) non-exclusive licenses or sublicenses of
                  intellectual property to any Joint Venture Entity, Designated
                  Entity or Disqualified Subsidiary in which Holdings or any of
                  its Subsidiaries makes an Investment of the type permitted by
                  Section 7.03(n);

                        (t) Dispositions of inventory to any Joint Venture
                  Entity, Designated Entity or Disqualified Subsidiary in which
                  Holdings or any of its Subsidiaries makes an Investment of the
                  type permitted by Section 7.03(n), for a sale price not less
                  than the cost thereof for sale or use by such Joint Venture
                  Entity, Designated Entity or Disqualified Subsidiary in the
                  ordinary course of business; provided that to the extent that
                  the consideration received from such Joint Venture Entity,
                  Designated Entity or Disqualified Subsidiary is not cash, the
                  amount of such non-cash consideration shall constitute an
                  Investment that is subject to the limitations set forth in
                  Section 7.03(n);

                        (u) Dispositions of property or equipment to any Joint
                  Venture Entity, Designated Entity or Disqualified Subsidiary
                  in which Holdings or any of its Subsidiaries makes an
                  Investment of the type permitted by Section 7.03(n), by
                  Holdings or any of its Subsidiaries for fair market value in
                  connection with providing services to such Joint Venture
                  Entity, Designated Entity or Disqualified Subsidiary under a
                  management or services agreement, provided the aggregate fair
                  market value for all such

                                       14

<PAGE>

                  equipment and property disposed of is not in excess of
                  $1,500,000 in the aggregate in any fiscal year; provided,
                  further that to the extent that the consideration received
                  from such Joint Venture Entity, Designated Entity or
                  Disqualified Subsidiary is not cash, the amount of such
                  non-cash consideration shall constitute an Investment that is
                  subject to the limitations set forth in Section 7.03(n); and

                        (v) subleases of cell sites, switch sites, retail sites
                  and/or administrative sites to any Joint Venture Entity,
                  Designated Entity or Disqualified Subsidiary in which Holdings
                  or any of its Subsidiaries makes an Investment of the type
                  permitted by Section 7.03(n), at rents not less than the rents
                  paid by Holdings or its Subsidiaries under the corresponding
                  primary leases for such sites, provided that (i) the aggregate
                  annual rents under all primary leases subject to such
                  subleases do not exceed $5,000,000 and (ii) any amount not
                  paid by such Joint Venture Entity, Designated Entity or
                  Disqualified Subsidiary in cash by such time as the rent is
                  due in under the terms of the corresponding primary lease
                  shall constitute an Investment that is subject to the
                  limitations set forth in Section 7.03(n);" and

                  (v) by substituting for the reference "Section 7.05(j)" where
      it appears in the final proviso thereto the reference "Section 7.05(l)".

                  (u) Section 7.09 is amended by inserting the following proviso
      at the end thereof, immediately before the period: " provided that clauses
      (a)(ii), (a)(iii) and (b) shall not be deemed to refer to customary
      covenants contained in any documents governing Indebtedness permitted to
      be incurred under Section 7.02(a)(C) or (D) or Section 7.02(b)(B), so long
      as such covenants contain express exceptions permitting the Guarantees of
      the Obligations and the Liens created under the Loan Documents".

                  (v) Section 7.10(b) is amended by substituting for the ratio
      "5.00:1.00" where it appears therein the ratio "5.50:1.00".

                  (w) Section 7.10(c)(ii) is amended by (i) substituting for the
      ratio "3.00:1.00" where it appears in subclause (x) thereof the ratio
      "3.50:1.00" and (ii) substituting for the ratio "2.50:1.00" where it
      appears in subclause (x) thereof the ratio "3.00:1.00".

                  (x) A new Section 7.18 is added to the Credit Agreement, to
      read as follows:

            "7.18 ANB Entity Indebtedness. For so long as any Indebtedness
referred to in clause (a)(i) below remains outstanding, (a) the Borrower shall
not amend, modify or waive any term of the ANB Cricket Credit Agreement as in
effect on July 22, 2005 to permit ANB 1 or ANB 1 License to incur any
Indebtedness other than (i) Indebtedness owed to a Loan Party that is permitted
under Section 7.03(l) and (ii) additional Indebtedness not exceeding $20,000,000
in the aggregate for both of ANB 1 and ANB 1 License at any time outstanding,
(b) the Borrower

                                       15

<PAGE>

shall not assign any portion of its rights or duties under the ANB Cricket
Credit Agreement to any Person other than another Loan Party, except solely in
connection with the exercise of remedies under the ANB Cricket Credit
Agreement), (c) until ANB 1 License becomes a wholly-owned Subsidiary that is
not a Disqualified Subsidiary, the Borrower shall not cancel, discharge or
forgive any Indebtedness under the ANB Cricket Credit Agreement and (d) the
Borrower shall diligently enforce the provisions of the ANB Cricket Credit
Agreement by pursuing all legal remedies reasonably available to it in the case
of any material breach of the limitations on incurrence of third party
Indebtedness covenants under the ANB Cricket Credit Agreement by ANB 1 or ANB 1
License."

                  (y) Exhibit D to the Credit Agreement, "Form of Compliance
      Certificate", is amended (a) as and to the extent necessary to conform to
      the amendments to Section 7.10 set forth above and (b) to replace
      references in paragraph 1 and Schedule 2 of such Exhibit D to "Holdings
      and its Subsidiaries" with references to "Holdings and it Subsidiaries
      (including any Designated Entities and Joint Venture Entities that are
      required under GAAP to be consolidated with Holdings and its
      Subsidiaries)".

            SECTION 2. Amendment to the Security Agreement. The Security
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 3, hereby amended as follows:

                  (a) Section 25 of the Security Agreement is amended by
      amending and restating the first parenthetical that appears in such
      section in its entirety to read as follows: "(other than (1) sales of
      Inventory in the ordinary course of business, (2) transfers of Inventory
      to ANB 1 License for use or sale by ANB 1 License in the ordinary course
      of business, to the extent that such transfers are permitted by the Credit
      Agreement, (3) transfers to ANB 1 License of other property with a fair
      market value not in excess of $5,000,000 in any fiscal year, to the extent
      that such transfers are permitted by the Credit Agreement, (4) transfers
      of Inventory to any Joint Venture, Designated Entity or Disqualified
      Subsidiary in which Holdings or any of its Subsidiaries makes an
      Investment of the type permitted by Section 7.03(n) of the Credit
      Agreement, for use or sale by such Joint Venture, Designated Entity or
      Disqualified Subsidiary in the ordinary course of business, to the extent
      that such transfers are permitted by the Credit Agreement and (5)
      transfers to any Joint Venture, Designated Entity or Disqualified
      Subsidiary in which Holdings or any of its Subsidiaries makes an
      Investment of the type permitted by Section 7.03(n) of the Credit
      Agreement, of other property with a fair market value not in excess of
      $1,500,000 in any fiscal year, to the extent that such transfers are
      permitted by the Credit Agreement, in each case as to which the assignment
      and security interest created hereunder shall be automatically released)".

                                       16

<PAGE>

            SECTION 3. Conditions of Effectiveness. This Amendment shall become
effective as of the date first above written on the date on or before July 30,
2005 (the "AMENDMENT NO. 1 EFFECTIVE DATE") on which the Administrative Agent
shall have received the following:

                  (a) counterparts of this Amendment executed by the Borrower,
      Holdings and the Required Lenders or, as to any of the Lenders, advice
      satisfactory to the Agent that such Lender has executed this Amendment;

                  (b) the consent attached hereto executed by each Grantor; and

                  (c) such additional fees, if any, as have been separately
      agreed in writing between the Administrative Agent and the Borrower,
      together with the reasonable accrued fees and expenses of counsel to the
      Administrative Agent.

The effectiveness of this Amendment is conditioned upon the accuracy of the
factual matters described herein. This Amendment is subject to the provisions of
Section 10.03 of the Credit Agreement.

            SECTION 4. Representations and Warranties. Each of Holdings and the
Borrower hereby represents and warrants as follows:

                  (a) The representations and warranties of the Borrower and
      each other Loan Party contained in each of Loan Documents, or which are
      contained in any document furnished at any time under or in connection
      herewith or therewith, are true and correct in all material respects on
      and as of the Amendment No. 1 Effective Date, except to the extent that
      such representations and warranties specifically refer to an earlier date,
      in which case they shall be true and correct in all material respects as
      of such earlier date, and except that the representations and warranties
      contained in Section 5.05(a) and (b) shall be deemed to refer to the most
      recent financial statements of Holdings and its Subsidiaries (including
      any Designated Entities and Joint Venture Entities that are required under
      GAAP to be consolidated with Holdings and its Subsidiaries as of the date
      thereof) furnished pursuant to Section 6.01(a) and (b), respectively; and

                  (b) No Default exists, or would result from the occurrence of
      the Amendment No. 1 Effective Date.

            SECTION 5. Reference to and Effect on the Loan Documents. (a) On and
after the effectiveness of this Amendment, (i) each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment and (ii) each
reference in the Security Agreement to "this Agreement", "hereunder", "hereof"
or words of like import referring to the Security Agreement, and each reference
in the Credit Agreement, the Notes and each of the other Loan Documents to "the
Security Agreement", "thereunder",

                                       17

<PAGE>

"thereof" or words of like import referring to the Security Agreement, shall
mean and be a reference to the Security Agreement, as amended by this Amendment.

            (b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, 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, in each case as amended by this Amendment. Holdings hereby consents
to this Amendment and hereby agrees that each of the Parent Guaranty, the Credit
Agreement 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 the
Collateral Documents to which Holdings 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).

            (c) The execution, delivery and effectiveness of this Amendment
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.

            SECTION 6. Costs, Expenses The Borrower agrees to pay on demand all
costs and expenses of the Agent in connection with the preparation, execution,
delivery and administration, modification and amendment of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Agent)
in accordance with the terms of Section 10.04 of the Credit Agreement.

            SECTION 7. Execution in Counterparts. This Amendment 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 but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

                                       18

<PAGE>
            SECTION 8. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                             CRICKET COMMUNICATIONS, INC.

                                             By /s/ Dean M. Luvisa
                                                --------------------------------
                                                Title: Acting Chief Financial
                                                       Officer and Treasurer

                                             LEAP WIRELESS INTERNATIONAL, INC.

                                             By /s/ Dean M. Luvisa
                                                --------------------------------
                                                Title: Acting Chief Financial
                                                       Officer and Treasurer

                                             BANK OF AMERICA, N.A.
                                             as Agent and as Lender

                                             By /s/ Scott Conner
                                                --------------------------------
                                                Title: Vice President

                                             BANK OF AMERICA, N.A.,
                                             as Lender

                                             By /s/ [Illegible]
                                                --------------------------------
                                                Title: SVP

                                            Scotiabank (Ireland) Limited
                                            as Lender

                                            By:  /s/ Tony O'Brien
                                                 -------------------------------
                                                 Title: Tony O'Brien
                                                        Senior Manager


                                            CREDIT SUISSE, Cayman Islands Branch
                                            (formerly CREDIT SUISSE FIRST
                                            BOSTON, acting through its Cayman
                                            Islands Branch), as Lender

                                            By:  /s/ J. Smith
                                                 -------------------------------
                                                 Title: Judith E. Smith
                                                 Director

                                                  /s/ Doreen Barr
                                                  ------------------------------
                                                  Title: Doreen Barr
                                                         Associate


                                            NATEXIS BANQUES POPULAIRES,
                                            as Lender

                                            By:  /s/ Cynthia E. Sachs
                                                 -------------------------------
                                                 Title: VP & Group Manager
                                                        Cynthia E. Sachs
                                                        Group Manager

                                                 /s/ Elizabeth A. Harke
                                                 ------------------------------
                                                 Title: Elizabeth A. Harke
                                                        Vice President


                                            DLIGRA43
                                            as Lender

                                            By:  /s/ D. Robinson
                                                 -------------------------------
                                                 Title: Loans Officer


                                            Landmark CDO Limited
                                            By Aladdin Capital Management, LLC
                                            as Manager
                                            as Lender

                                            By:  /s/ John J. D'Angelo
                                                 -------------------------------
                                                 Name: John J. D'Angelo
                                                 Title: Authorized Signatory


                                            Landmark II CDO Limited
                                            By Aladdin Capital Management, LLC
                                            as Manager
                                            as Lender

                                            By:  /s/ John J. D'Angelo
                                                 ------------------------------
                                                 Name: John J. D'Angelo
                                                 Title: Authorized Signatory


                                            Landmark III CDO Limited
                                            By Aladdin Capital Management, LLC
                                            as Manager
                                            as Lender

                                            By:  /s/ John J. D'Angelo
                                                 -------------------------------
                                                 Name: John J. D'Angelo
                                                 Title: Authorized Signatory


                                            Landmark V CDO Limited
                                            By Aladdin Capital Management, LLC
                                            as Manager
                                            as Lender

                                            By:  /s/ John J. D'Angelo
                                                 -------------------------------
                                                 Name: John J. D'Angelo
                                                 Title: Authorized Signatory


                                            Greyrock CDO LTD
                                            By Aladdin Capital Management, LLC
                                            as Manager
                                            as Lender

                                            By:  /s/ John J. D'Angelo
                                                 -------------------------------
                                                 Name: John J. D'Angelo
                                                 Title: Authorized Signatory



                                       19
<PAGE>

                                            WB Loan Funding 1, LLC
                                            as Lender

                                            By:  /s/ Diana M. Himes
                                                 -------------------------------
                                                 Title: Diana M. Himes
                                                        Associate


                                            WB Loan Funding 2, LLC
                                            as Lender

                                            By:  /s/ Diana M. Himes
                                                 -------------------------------
                                                  Title:  Diana M. Himes
                                                         Associate


                                            AVL Loan Funding LLC for itself or
                                            as agent for AVL2 Loan Funding LLC,
                                            as Lender

                                            By:  /s/ Dominic Blea
                                                 -------------------------------
                                                 Title: Dominic Blea
                                                        As Attorney-in-Fact


                                            American Express Certificate Company
                                            By:  American Express Asset
                                            Management Group, Inc., as
                                            Collateral Manager
                                            as Lender

                                            By:  /s/ Yvonne Stevens
                                                 -------------------------------
                                                 Name:  Yvonne E. Stevens
                                                 Title: Senior Managing
                                                        Director


                                            Centurion CDO II, Ltd.
                                            By:  American Express Asset
                                            Management Group, Inc., as
                                            Collateral Manager
                                            as Lender

                                            By:  /s/ Vincent P. Pham
                                                 -------------------------------
                                                 Name: Vincent P. Pham
                                                 Title:  Director - Operations



                                            Centurion CDO VI, Ltd.
                                            By:  American Express Asset
                                            Management Group, Inc., as
                                            Collateral Manager
                                            as Lender

                                            By:  /s/ Vincent P. Pham
                                                 -------------------------------
                                                 Name: Vincent P. Pham
                                                 Title: Director - Operations


                                            Centurion CDO VII, Ltd.
                                            By:  American Express Asset
                                            Management Group, Inc., as
                                            Collateral Manager
                                            as Lender

                                            By:  /s/ Vincent P. Pham
                                                 -------------------------------
                                                 Name: Vincent P. Pham
                                                 Title: Director - Operations


                                            Centurion CDO 8, Limited
                                            By:  American Express Asset
                                            Management Group, Inc., as
                                            Collateral Manager
                                            as Lender

                                            By:  /s/ Vincent P. Pham
                                                 -------------------------------
                                                 Name: Vincent P. Pham
                                                 Title:  Director - Operations


                                            Centurion CDO 9, Limited
                                            By:  American Express Asset
                                            Management Group, Inc., as
                                            Collateral Manager
                                            as Lender

                                            By:  /s/ Vincent P. Pham
                                                 -------------------------------
                                                 Name: Vincent P. Pham
                                                 Title: Director - Operations



                                            IDS Life Insurance Company
                                            By:  American Express Asset
                                            Management
                                            Group, Inc., as Collateral  Manager
                                            as Lender

                                            By:  /s/ Yvonne Stevens
                                                 -------------------------------
                                                  Name: Yvonne E. Stevens
                                                  Title: Senior Managing
                                                         Director


                                            Sequils-Centurion V, Ltd.
                                            By: American Express Asset
                                            Management Group, Inc., as
                                            Collateral Manager
                                            as Lender

                                            By:  /s/ Vincent P. Pham
                                                 -------------------------------
                                                 Name: Vincent P. Pham
                                                 Title: Director - Operations


                                            MILLCREEK CBNA LOAN FUNDING
                                            as Lender

                                            By:  /s/ [Illegible]
                                                 -------------------------------
                                                 Title:  Attorney In Fact


                                            AVENUE CLO FUND, LIMITED,
                                            as Lender

                                            By:  /s/ Richard D'Addario
                                                 -------------------------------
                                                  Title: Richard D'Addario
                                                         Senior Portfolio
                                                         Manager


                                            AVENUE CLO II, LIMITED,
                                            as Lender

                                            By:  /s/ Richard D'Addario
                                                 ------------------------------
                                                  Title: Richard D'Addario
                                                         Senior Portfolio
                                                         Manager





                                       20

<PAGE>
                                            BABSON CLO LTD. 2003-I
                                            BABSON CLO LTD. 2004-II
                                            BABSON CLO LTD. 2005-I
                                            SEABOARD CLO 2000 LTD.
                                            By:  Babson Capital Management LLC
                                            as Collateral Manager as Lender

                                            By:  /s/ DAVID P. WELLS
                                                 -------------------------------
                                                  Title: David P. Wells, CFA
                                                         Managing Director


                                            BALLANTYNE FUNDING LLC,
                                            as Lender

                                            By:  /s/ M. [ILLEGIBLE] HIGGINS
                                                 -------------------------------
                                                  Title: Assistant Vice
                                                         President


                                            Bear Stearns Institutional Loan
                                            Master Fund
                                            By: Bear Stearns Asset Management,
                                            Inc. as its attorney-in-fact
                                            as Lender

                                            By:  /s/ [ILLEGIBLE]
                                                 -------------------------------
                                                 Title: Managing Director


                                            Bear Stearns Loan Trust
                                            By: Bear Stearns Asset Management,
                                            Inc., as its attorney-in-fact
                                            as Lender

                                            By:  /s/ [ILLEGIBLE]
                                                 -------------------------------
                                                  Title: Managing Director

                                            Gallatin Funding I Ltd.
                                            By: Bear Stearns Asset Management
                                            Inc. as its Collateral Manager
                                            as Lender

                                            By:  /s/ [ILLEGIBLE]
                                                 -------------------------------
                                                  Title: Managing Director

                                            Grayston CLO 2001-01 Ltd.
                                            By: Bear Stearns Asset Management
                                            Inc. as its Collateral Manager
                                            as Lender

                                            By:  /s/ [ILLEGIBLE]
                                                 -------------------------------
                                                  Title: Managing Director


                                            Grayston CLO II 2004-1 LTD.
                                            By: Bear Stearns Asset Management,
                                            Inc., as its Collateral Manager
                                            as Lender

                                            By:  /s/ [ILLEGIBLE]
                                                 -------------------------------
                                                  Title: Managing Director


                                            LAGUNA FUNDING LLC,
                                            as Lender

                                            By:  /s/ M. [ILLEGIBLE] HIGGINS
                                                 -------------------------------
                                                  Title: Assistant Vice
                                                  President


                                            Hanover Square CLO Ltd.
                                            By: Blackstone Debt Advisors, L.P.
                                            As Collateral Manager
                                            as Lender

                                            By:  /s/ [ILLEGIBLE]
                                                 -------------------------------
                                                  Title: Managing Director


                                            Loan Funding VI LLC, for
                                            itself or as agent for
                                            Corporate Loan Funding VI
                                            LLC as Lender

                                            By:  /s/ [ILLEGIBLE]
                                                 -------------------------------
                                                  Title: Managing Director


                                            Monument Park CDO Ltd.
                                            By: Blackstone Debt Advisors L.P.
                                            As Collateral Manager
                                            as Lender

                                            By:  /s/ [ILLEGIBLE]
                                                 -------------------------------
                                                  Title: Managing Director


                                            Union Square CDO Ltd.
                                            By: Blackstone Debt Advisors L.P.
                                            As Collateral Manager
                                            as Lender

                                            By:  /s/ [ILLEGIBLE]
                                                 -------------------------------
                                                  Title: Managing Director


                                            By: Callidus Debt Parners CLO Fund I
                                                      By: Its Collateral Manager
                                                  Callidus Capital Management, L
                                            as Lender

                                            By:  /s/ PETER R. BENNITT
                                                 -------------------------------
                                                  Title: Peter R. Bennitt
                                                         Principal


                                            GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                            as Lender

                                            By:  /s/ STEPHEN KING
                                                 -------------------------------
                                                  Title: Stephen King
                                                         Authorized Signatory


                                            BLUE SQUARE FUNDING LIMITED SERIES 3
                                            as Lender

                                            By:  /s/ ALICE L. WAGNER
                                                 -------------------------------
                                                  Title: Alice L. Wagner
                                                         Vice President





                                       21
<PAGE>
                    ELF Funding Trust I
                    By: Highland Capital Management, L.P., As Collateral Manager
                    By: Strand Advisors, Inc., Its General Partner
                    as Lender

                    By:  /s/ DAVID W. LANCELOT
                         ----------------------------------------------------
                          Title: David W. Lancelot, Treasurer
                                 Strand Advisors, Inc., General Partner of
                                 Highland Capital Management, L.P.


                    EMERALD ORCHARD LIMITED
                    as Lender

                    By:  /s/ D. ROBINSON
                         ----------------------------------------------------
                          Title: Loans Officer


                    Highland Floating Rate Advantage Fund
                    By: Highland Capital Management, L.P., As Collateral Manager
                    By: Strand Advisors, Inc., Its Investment Advisor
                    as Lender

                    By:  /s/ JOE DOUGHERTY
                         ----------------------------------------------------
                         Title: Joe Dougherty, Senior Vice President
                                Strand Advisors, Inc., General Partner of
                                Highland Capital Management, L.P.


                    Highland Floating Rate Limited Liability Company
                    By: Highland Capital Management, L.P., As Collateral Manager
                    By: Strand Advisors, Inc., Its Investment Advisor
                    as Lender

                    By:  /s/ JOE DOUGHERTY
                         ----------------------------------------------------
                         Title: Joe Dougherty, Senior Vice President
                                 Strand Advisors, Inc., General Partner of
                                 Highland Capital Management, L.P.


                    Highland Legacy Limited
                    By: Highland Capital Management, L.P., As Collateral Manager
                    By Strand Advisors, Inc., Its General Partner
                    as Lender

                    By:  /s/ DAVID W. LANCELOT
                         ----------------------------------------------------
                          Title: David W. Lancelot, Treasurer
                                 Strand Advisors, Inc., General Partner of
                                 Highland Capital Management, L.P.


                    Highland Loan Funding V Ltd.
                    By: Highland Capital Management, L.P., As Collateral Manager
                    By: Strand Advisors, Inc., Its General Partner
                    as Lender

                    By:  /s/ DAVID W. LANCELOT
                         ----------------------------------------------------
                          Title: David W. Lancelot, Treasurer
                                 Strand Advisors, Inc., General Partner of
                                 Highland Capital Management, L.P.


                    Highland Offshore Partners, L.P.
                    By: Highland Capital Management, L.P., As Collateral Manager
                    By: Strand Advisors, Inc., Its General Partner
                    as Lender

                    By:  /s/ DAVID W. LANCELOT
                         ----------------------------------------------------
                          Title: David W. Lancelot, Treasurer
                                 Strand Advisors, Inc., General Partner of
                                 Highland Capital Management, L.P.


                    Loan Funding IV LLC
                    By: Highland Capital Management, L.P., As Collateral Manager
                    By:
                    Strand Advisors, Inc., Its General Partner
                    as Lender

                    By:  /s/ DAVID W. LANCELOT
                         ----------------------------------------------------
                          Title: David W. Lancelot, Treasurer
                                 Strand Advisors, Inc., General Partner of
                                 Highland Capital Management, L.P.


                    Loan Funding VII LLC
                    By Highland Capital Management, L.P., As Collateral Manager
                    By: Strand Advisors, Inc., Its General Partner
                    as Lender

                    By:  /s/ DAVID W. LANCELOT
                         ----------------------------------------------------
                          Title: David W. Lancelot, Treasurer
                                 Strand Advisors, Inc., General Partner of
                                 Highland Capital Management, L.P.


                    Loan Star State Trust
                    By: Highland Capital Management, L.P., As Collateral Manager
                    By: Strand Advisors, Inc., Its Investment Advisor
                    as Lender

                    By:  /s/ DAVID W. LANCELOT
                         ----------------------------------------------------
                          Title: David W. Lancelot, Treasurer
                                 Strand Advisors, Inc., General Partner of
                                 Highland Capital Management, L.P.


                    Pam Capital Funding L.P.
                    By: Highland Capital Management, L.P., As Collateral Manager
                    By: Strand Advisors, Inc., Its General Partner
                    as Lender

                    By:  /s/ DAVID W. LANCELOT
                         ----------------------------------------------------
                          Title: David W. Lancelot, Treasurer
                                 Strand Advisors, Inc., General Partner of
                                 Highland Capital Management, L.P.



                                       22
<PAGE>
                    Restoration Funding CLO, Ltd
                    By: Highland Capital Management, L.P., As Collateral Manager
                    By: Strand Advisors, Inc., Its General Partner
                    as Lender

                    By:  /s/ DAVID W. LANCELOT
                         ----------------------------------------------------
                          Title: David W. Lancelot, Treasurer
                                 Strand Advisors, Inc., General Partner of
                                 Highland Capital Management, L.P.


                    Southfork CLO, Ltd.
                    By: Highland Capital Management, L.P., as Collateral Manager
                    By: Strand Advisors, Inc., Its General Partner
                    as Lender

                    By:  /s/ DAVID W. LANCELOT
                         ----------------------------------------------------
                          Title: David W. Lancelot, Treasurer
                                 Strand Advisors, Inc., General Partner of
                                 Highland Capital Management, L.P.


                    Bushnell CBNA Loan Funding LLC, for itself or as agent for
                    Bushnell CFPI Loan Funding LLC.,
                    as Lender

                    By:  /s/ DOMINIC BLEA
                         ----------------------------------------------------
                          Title: Dominic Blea
                                 As Attorney-In-Fact


                    STANWICH LOAN FUNDING LLC,
                    as Lender

                    By:  /s/ M. [ILLEGIBLE] HIGGINS
                         ----------------------------------------------------
                          Title: Assistant Vice President



                    Stedman CBNA Loan Funding
                    LLC, for itself or as agent
                    for Stedman CFPI Loan
                    Funding LLC as Lender

                    By:  /s/ DOMINIC BLEA
                         ----------------------------------------------------
                          Title: Dominic Blea
                                 As Attorney-In-Fact


                    CROSS CREEK FUNDING LLC,
                    as Lender

                    By:  /s/ M. [ILLEGIBLE] HIGGINS
                         ----------------------------------------------------
                          Title: Assistant Vice President


                    LightPoint CLO III, Ltd.
                    as an Investor

                    By:  /s/ TIMOTHY S. VAN KIRK
                         ----------------------------------------------------
                          Title: Timothy S. Van Kirk
                                 Managing Director


                    Premium Loan Trust I, Ltd.
                    as an Investor

                    By:  /s/ TIMOTHY S. VAN KIRK
                         ----------------------------------------------------
                          Title: Timothy S. Van Kirk
                                 Managing Director


                    Venture CDO 2002 Limited By
                    its investment advisor, MJX
                    Asset Management LLC, as
                    Lender

                    By:  /s/ ATHA BAUGH
                         ----------------------------------------------------
                          Name: Atha Baugh
                          Title: Director


                    Venture II CDO 2002 Limited
                    By its investment advisor,
                    MJX Asset Management LLC,
                    as Lender

                    By:  /s/ ATHA BAUGH
                         ----------------------------------------------------
                          Name: Atha Baugh
                          Title: Director


                    Venture III CDO Limited By
                    its investment advisor, MJX
                    Asset Management LLC, as
                    Lender

                    By:  /s/ ATHA BAUGH
                         ----------------------------------------------------
                          Name: Atha Baugh
                          Title: Director


                    Venture IV CDO Limitd By
                    its investment advisor, MJX
                    Asset Management LLC, as
                    Lender

                    By:  /s/ ATHA BAUGH
                         ----------------------------------------------------
                          Name: Atha Baugh
                          Title: Director


                    Vista Leveraged Income Fund
                    By its investment advisor, MJX Asset
                    Management LLC,
                    as Lender

                    By:  /s/ ATHA BAUGH
                         ----------------------------------------------------
                          Name: Atha Baugh
                          Title: Director



                                       23
<PAGE>
                    [HarbourView CLO IV, Ltd.],
                    as Lender

                    By:  /s/ LISA CHAFFEE
                         ----------------------------------------------------
                          Title: Lisa Chaffee
                                 AVP


                    [HarbourView CLO V, Ltd.],
                    as Lender

                    By:  /s/ LISA CHAFFEE
                         ----------------------------------------------------
                          Title: Lisa Chaffee
                                 AVP


                    [Oppenheimer Senior Floating Rate Fund],
                    as Lender

                    By:  /s/ LISA CHAFFEE
                         ----------------------------------------------------
                          Title: Lisa Chaffee
                                 AVP


                    Sankaty Advisors, LLC as Collateral Manager
                    for AVERY POINT CLO, LTD., as Term Lender
                    as Lender

                    By:  /s/ DIANE J. EXTER
                         ----------------------------------------------------
                          Title: Diane J. Exter
                                 Managing Director
                                 Portfolio Manager


                    Sankaty Advisors, LLC as Collateral Manager for Castle Hill
                    I - INGOTS, Ltd., as Term Lender
                    as Lender

                    By:  /s/ DIANE J. EXTER
                         ----------------------------------------------------
                          Title: Diane J. Exter
                                 Managing Director
                                 Portfolio Manager


                    Sankaty Advisors, LLC as Collateral Manager for Castle Hill
                    III CLO, Limited, as Term Lender
                    as Lender

                    By:  /s/ DIANE J. EXTER
                         ----------------------------------------------------
                          Title: Diane J. Exter
                                 Managing Director
                                 Portfolio Manager


                    HARBOUR TOWN FUNDING LLC,
                    as Lender

                    By:  /s/ M. [ILLEGIBLE] HIGGINS
                         ----------------------------------------------------
                          Title: Assistant Vice President


                    Katonah II, Ltd., by Sankaty Advisors LLC
                    as Sub-Advisors
                    as Lender

                    By:  /s/ DIANE J. EXTER
                         ----------------------------------------------------
                          Title: Diane J. Exter
                                 Managing Director
                                 Portfolio Manager


                    Sankaty Advisors, LLC as Collateral Manager for Loan Funding
                    XI LLC, as Term Lender
                    as Lender

                    By:  /s/ DIANE J. EXTER
                         ----------------------------------------------------
                          Title: Diane J. Exter
                                 Managing Director
                                 Portfolio Manager


                    LONG LANE MASTER TRUST IV,
                    as Lender

                    By:  /s/ [ILLEGIBLE]
                         ----------------------------------------------------
                          Title: Authorized Agent


                    Sankaty Advisor, LLC as Collateral Manager for Race Point II
                    CLO, Limited, as Term Lender
                    as Lender

                    By:  /s/ DIANE J. EXTER
                         ----------------------------------------------------
                          Title: Diane J. Exter
                                 Managing Director
                                 Portfolio Manager



                    Sankaty Advisor, LLC as Collateral Manager for Race Point
                    CLO, Limited, as Term Lender
                    as Lender

                    By:  /s/ DIANE J. EXTER
                         ----------------------------------------------------
                          Title: Diane J. Exter
                                 Managing Director
                                 Portfolio Manager


                    Sankaty High Yield Partners II, L.P.
                    as Lender

                    By:  /s/ DIANE J. EXTER
                         ----------------------------------------------------
                          Title: Diane J. Exter
                                 Managing Director
                                 Portfolio Manager


                    Sankaty High Yield Partners III, L.P.
                    as Lender

                    By:  /s/ DIANE J. EXTER
                         ----------------------------------------------------
                          Title: Diane J. Exter
                                 Managing Director
                                 Portfolio Manager



                    SunAmerica Life Insurance Company
                    By: AIG Global Investment Corp., Inc.
                    its Investment Advisor,
                    as Lender

                    By:  /s/ W. JEFFREY BAXTER
                         ----------------------------------------------------
                          Title: W. Jeffrey Baxter
                                 Vice President


                    SunAmerica Senior Floating Rate Fund
                    By: AIG Global Investment Corp., Inc.
                    its Investment Sub-Advisor,
                    as Lender

                    By:  /s/ W. JEFFREY BAXTER
                         ----------------------------------------------------
                          Title: W. Jeffrey Baxter
                                 Vice President

                    Galaxy CLO 1999-1, Ltd.
                    By: AIG Global Investment Corp., Inc.
                    its Collateral Manager,
                    as Lender

                    By:  /s/ W. JEFFREY BAXTER
                         ----------------------------------------------------
                          Title: W. Jeffrey Baxter
                                 Vice President


                    Galaxy CLO 2003-1, Ltd.
                    By: AIG Global Investment Corp., Inc.
                    its Investment Advisor,
                    as Lender

                    By:  /s/ W. JEFFREY BAXTER
                         ----------------------------------------------------
                          Title: W. Jeffrey Baxter
                                 Vice President


                    Galaxy IV CLO, LTD
                    By: AIG Global Investment Corp., Inc.
                    its Investment Advisor
                    as Lender

                    By:  /s/ W. JEFFREY BAXTER
                         ----------------------------------------------------
                          Title: W. Jeffrey Baxter
                                 Vice President


                    Galaxy V CLO, LTD
                    By: AIG Global Investment Corp., Inc.
                    its Investment Advisor,
                    as Lender

                    By:  /s/ W. JEFFREY BAXTER
                         ----------------------------------------------------
                          Title: W. Jeffrey Baxter
                                 Vice President

                                        24