Exhibit 10.3



 





EXHIBIT 10.3









LETTER AMENDMENT




October 16, 2006





	To 	 	Bank of America, N.A.,

as Collateral Agent under

the Security Agreement

referred to below





Ladies and Gentlemen:




          We refer to the Amended and Restated Security Agreement dated as of June 16, 2006 (as amended
in accordance with its terms, the “Security Agreement”) among Cricket Communications, Inc.,
as Borrower (the “Borrower”), Leap Wireless International, Inc. (“Holdings”), as a
guarantor, the other Grantors referred to therein and you. Capitalized terms not otherwise defined
in this Letter Amendment have the same meanings as specified in the Credit Agreement.




          It has come to the attention of the Grantors that pursuant to Section 1(f)(i) of the Security
Agreement, we have granted a security interest in the “Other Deposit Accounts” and not in our
deposit accounts which are not included in the definition of Other Deposit Accounts. Pursuant to
Section 5 of the Security Agreement, Other Deposit Accounts are those accounts which are intended
to be exceptions to the requirements that we perfect your security interest in deposit accounts.
The intention of the parties was that all deposit accounts constitute Account Collateral, but that
Other Deposit Accounts be excluded from the requirements of Section 5 of the Security Agreement as
they relate to perfection of security interests. Therefore it is hereby agreed that Section
1(f)(i) is amended by (a) substituting for the phrase “the Other Deposit Accounts” where it appears
in the first and second lines thereof the phrase “all deposit accounts” and (b) substituting for
the phrase “the Other Deposit Account” where it appears in the last line thereof the phrase “all
other deposit accounts”.




          This Letter Amendment shall become effective as of the date first above written when, and only
when, the Collateral Agent shall have executed this Letter Amendment and shall have received
counterparts of this Letter Amendment executed by each Grantor.




          The Security Agreement, the Credit Agreement, the Notes and each of the other Loan Documents,
as amended hereby, 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, except to the
extent of the amendment set forth herein, the Collateral Documents and all of the Collateral
described therein do and shall continue to secure the payment of all Obligations of the Loan
Parties under the Loan Documents. The execution, delivery and effectiveness of this Letter
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.




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




          This Letter 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 one and the same agreement. Delivery of an
executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective
as delivery of a manually executed counterpart of this Letter Amendment.




[Remainder of page intentionally left blank.]




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




	 	 	 	 	 
	 	Very truly yours,



CRICKET COMMUNICATIONS, INC.

 	 
		By 	 /s/ Robert J. Irving, Jr.
 	 
	 	  	Name: 	 
	 	  	Title: 	 
	 



	 	 	 	 	 
	 	LEAP WIRELESS INTERNATIONAL, INC.

 	 
	  	By 	/s/ Robert J. Irving, Jr.
 	 
	 	  	Name: 	 
	 	  	Title: 	 
	 



BACKWIRE.COM, INC.

TELEPHONE ENTERTAINMENT NETWORK, INC.

CHASETEL LICENSEE CORP.

CRICKET LICENSEE (ALBANY), INC.

CRICKET LICENSEE (COLUMBUS), INC.

CRICKET LICENSEE (DENVER) INC.

CRICKET LICENSEE (LAKELAND) INC.

CRICKET LICENSEE (MACON),INC.

CRICKET LICENSEE (NORTH CAROLINA) INC.

CRICKET LICENSEE (PITTSBURGH) INC.

CRICKET LICENSEE (REAUCTION), INC.

CRICKET LICENSEE I, INC.

CRICKET LICENSEE II, INC.

CRICKET LICENSEE III, INC.

CRICKET LICENSEE IV, INC.

CRICKET LICENSEE V, INC.

CRICKET LICENSEE VI, INC.

CRICKET LICENSEE VII, INC.

CRICKET LICENSEE VIII, INC.

CRICKET LICENSEE IX, INC.

CRICKET LICENSEE X, INC.

CRICKET LICENSEE XII, INC.

CRICKET LICENSEE XIII, INC.

CRICKET LICENSEE XIV, INC.




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CRICKET LICENSEE XV, INC.

CRICKET LICENSEE XVI, INC.

CRICKET LICENSEE XVII, INC.

CRICKET LICENSEE XVIII, INC.

CRICKET LICENSEE XIX, INC.

CRICKET LICENSEE XX, INC.

CRICKET HOLDINGS DAYTON, INC.

MCG PCS LICENSEE CORPORATION, INC.

CHASETEL REAL ESTATE HOLDING COMPANY, INC.

CRICKET ALABAMA PROPERTY COMPANY

CRICKET ARIZONA PROPERTY COMPANY

CRICKET ARKANSAS PROPERTY COMPANY

CRICKET CALIFORNIA PROPERTY COMPANY

CRICKET COLORADO PROPERTY COMPANY

CRICKET FLORIDA PROPERTY COMPANY

CRICKET GEORGIA PROPERTY COMPANY, INC.

CRICKET IDAHO PROPERTY COMPANY

CRICKET ILLINOIS PROPERTY COMPANY

CRICKET INDIANA PROPERTY COMPANY

CRICKET KANSAS PROPERTY COMPANY

CRICKET KENTUCKY PROPERTY COMPANY

CRICKET MICHIGAN PROPERTY COMPANY

CRICKET MINNESOTA PROPERTY COMPANY

CRICKET MISSISSIPPI PROPERTY COMPANY

CRICKET NEBRASKA PROPERTY COMPANY

CRICKET NEVADA PROPERTY COMPANY

CRICKET NEW MEXICO PROPERTY COMPANY

CRICKET NEW YORK PROPERTY COMPANY, INC.

CRICKET NORTH CAROLINA PROPERTY COMPANY

CRICKET OHIO PROPERTY COMPANY

CRICKET OKLAHOMA PROPERTY COMPANY

CRICKET OREGON PROPERTY COMPANY

CRICKET PENNSYLVANIA PROPERTY COMPANY

CRICKET TEXAS PROPERTY COMPANY

CRICKET UTAH PROPERTY COMPANY

CRICKET WASHINGTON PROPERTY COMPANY

CRICKET WISCONSIN PROPERTY COMPANY




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	 	LEAP PCS MEXICO, INC.

 	 
	 	By 	/s/ Robert J. Irving, Jr.
 	 
	 	  	Name: 	 
	 	  	Title: 	 
	 



	 	 	 	 	 
	 	Agreed as of the date first above written:



BANK OF AMERICA, N.A.,

as Collateral Agent

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




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