Exhibit 10.4.1



 





EXHIBIT 10.4.1



EXECUTION
COPY




 





AMENDMENT NO. 1




to




CREDIT AGREEMENT




BY AND AMONG




CRICKET COMMUNICATIONS, INC




(AS LENDER)




AND




DENALI SPECTRUM LICENSE, LLC

(AS BORROWER)




AND DENALI SPECTRUM, LLC

(AS GUARANTOR)




Dated as of September 28, 2006






 






 









 








AMENDMENT NO. 1 TO CREDIT AGREEMENT




     AMENDMENT NO. 1 TO CREDIT AGREEMENT by and among Cricket Communications, Inc. (as Lender),
Denali Spectrum License, LLC (as Borrower) and Denali Spectrum, LLC, a Delaware limited liability
company (as Guarantor), dated as of September 28, 2006, between CRICKET COMMUNICATIONS, INC., a
Delaware corporation (“Cricket”), DENALI SPECTRUM LICENSE, LLC, a Delaware limited liability
company (the “License Company”) and DENALI SPECTRUM, LLC (“Denali Spectrum”).



RECITALS




     WHEREAS, Cricket, the License Company and Denali Spectrum entered into that certain Credit
Agreement by and among Cricket Communications, Inc. (as Lender), Denali Spectrum License, LLC (as
Borrower) and Denali Spectrum, LLC, a Delaware limited liability company (as Guarantor), dated as
of July 13, 2006 (the “Credit Agreement”); and



     WHEREAS, Cricket, the License Company and Denali Spectrum desire to amend the Credit Agreement
as set forth herein.



AGREEMENT




     NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto
agree as follows:



     Section 1. The definitions of “Acquisition Sub-Limit” and “Build-Out Sub-Limit”
contained in Section 1.1. of the Credit Agreement shall be deleted in their entirety and replaced
with the following:



     “Acquisition Sub-Limit” shall mean two hundred twenty-three million three hundred ninety-one
thousand five hundred dollars ($223,378,256.25) which shall be used solely to participate in the
Auction and to pay the net winning bids for licenses for which Borrower is the Winning Bidder,
including to make any required deposits or down payments to the FCC in connection therewith.



     “Build-Out Sub-Limit” shall mean on and after the Effective Date, an amount equal to the
product of $0.75 times the aggregate number of POPs covered by all licenses for which the Borrower
was the Winning Bidder in the Auction, and from time to time thereafter increasing to such amount
as Lender may approve in its discretion by written notice to Borrower, which shall be used by
Borrower to fund the Build-Out and initial operation of the License Systems, including payment of
management or similar fees (whether by Borrower, Guarantor or any of their Subsidiaries), if any,
to DSM and Cricket, and to fund other Working Capital requirements of Borrower and Guarantor
consistent with the annual business plan and budget adopted and modified from time to time in
accordance with the LLC Agreement.



     Section 2. Except as expressly amended hereby, the Credit Agreement remains in full
force and effect in accordance with its terms.



[Signatures Follow in Next Page]




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     IN WITNESS WHEREOF, the parties hereto have signed this Amendment No. 1 to Credit Agreement,
or have caused it to be signed in their respective names by an officer, hereunto duly authorized,
on the date first written above.



	 	 	 	 	 
	CRICKET COMMUNICATIONS, INC.,	 	DENALI SPECTRUM LICENSE, LLC,
	as Lender	 	as Borrower
	 
	 	 	 	 
	By: /s/ Amin Khalifa

	 	By
	 	Denali Spectrum, LLC
	Name: Amin Khalifa

	 	 	 	Its sole member
	Title: EVP & CFO
	 	 	 	 
	 

	 	By
	 	Denali Spectrum Manager, LLC
	 

	 	 	 	Its Manager
	 
	 	 	 	 
	 

	 	By
	 	Doyon, Limited,
	 

	 	 	 	Its Manager
	 
	 	 	 	 
	 	 	By: /s/ Daniel S. Osborn
	 	 	Name: Daniel S. Osborn
	 	 	Title: Assistant Treasurer
	 
	 	 	 	 
	 	 	DENALI SPECTRUM, LLC,
	 	 	as Guarantor
	 
	 	 	 	 
	 

	 	By
	 	Denali Spectrum Manager, LLC
	 

	 	 	 	Its Manager
	 
	 	 	 	 
	 

	 	By
	 	Doyon, Limited,
	 

	 	 	 	Its Manager
	 
	 	 	 	 
	 	 	By: /s/ Daniel S. Osborn
	 	 	Name: Daniel S. Osborn
	 	 	Title: Assistant Treasurer






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