Exhibit 10.5.3



 






EXHIBIT 10.5.3




LETTER AMENDMENT




October 12, 2006




To the Lenders party to the

Credit Agreement referred to below



Gentlemen:




          We refer to the Bridge Credit Agreement dated as of August 8, 2006 (the “Credit Agreement”)
among the undersigned, you and Citicorp North America, Inc., as administrative agent. Capitalized
terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit
Agreement.




          It is hereby agreed by you and us as follows:





     (a) The definition of “Interest Period” contained in Section 1.01 of the Credit
Agreement is amended by inserting the words “one week or” immediately following the word
“date” and prior to the words “one, two or three”.




     (b) The definition of “Fee Letters” contained in Section 1.01 of the Credit Agreement is
amended and restated in its entirety as follows:




“Fee Letters” means, collectively, (a) the Bridge Engagement Letter,
dated July 31, 2006, among Holdings, the Borrower, CNAI, CGMI and
GSCP and (b) the Bridge Fee Letter dated August 8, 2006 among
Holdings, the Borrower, CGMI, Goldman, Sachs & Co., Banc of America
Bridge LLC, Deutsche Bank AG Cayman Islands Branch and Morgan
Stanley Senior Funding, Inc.




     (c) The table of contents listing of Schedule II’s title is amended and restated in its
entirety as follows:




     “Existing Letters of Credit”




     (d) Subclause (a) of the proviso contained in the definition of “Second Closing Date”,
which definition is contained in Section 1.01 of the Credit Agreement, is amended by
deleting the words “First Closing Date” and inserting in their place the words “Initial
Closing Date”.




     (e) Subclause (iii) of the proviso contained in Section 2.05(a) of the Credit Agreement
is amended by deleting the words “First Closing Date” and inserting in their place the words
“Initial Closing Date”.



 









 





          On and after the effective date of this letter amendment, 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 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 letter amendment. The Credit Agreement, as amended by
this letter amendment, is and shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed.




          If you agree to the terms and provisions hereof, please evidence such agreement by executing
and returning a copy of the counterpart of this letter by 5:00pm (New York City time) on Friday,
October 13, 2006 by pdf attachment to dkalish@shearman.com or by facsimile to 646-848-7579,
followed by eight (8) counterparts of this letter amendment sent by mail or
courier to Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, Attention
of Danielle Kalish. This letter amendment shall become effective as of the date first above
written when and if counterparts of this letter amendment shall have been executed by us and you.




          This letter amendment may be executed in any number of counterparts and by any combination of
the parties hereto in separate counterparts, each of which counterparts shall be an original and
all of which taken together shall constitute one and the same letter amendment, and this letter
amendment shall be governed by the laws of the State of New York.




[SIGNATURE PAGES FOLLOW]




2









 





	 	 	 	 	 
	 	Very truly yours,



CRICKET COMMUNICATIONS, INC.

 	 
	 	By:  	/s/ Dean M. Luvisa
 	 
	 	 	Name:  	Dean M. Luvisa 	 
	 	 	Title:  	VP Finance 	 
	 



	 	 	 	 	 
	 	LEAP WIRELESS INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Dean M. Luvisa
 	 
	 	 	Name:  	Dean M. Luvisa 	 
	 	 	Title:  	VP Finance 	 
	 




 









 








	 	 	 	 	 
	 	Accepted and agreed:



CITICORP NORTH AMERICA, INC.,

as Administrative Agent and as a Lender

 	 
	 	By:  	/s/ Ross MacIntyre
 	 
	 	 	Name:  	Ross MacIntyre 	 
	 	 	Title:  	Managing Director and Vice President 	 
	 



 









 








	 	 	 	 	 
	 	Accepted and agreed:



GOLDMAN SACHS CREDIT PARTNERS L.P.,

as a Lender

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized signatory

Anna Ostrovsky 	 



 









 







	 	 	 	 	 
	 	Accepted and agreed:



BANC OF AMERICA BRIDGE LLC, as a Lender

 	 
	 	By:  	/s/ J. M. Rote
 	 
	 	 	Name:  	John Rote 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	Accepted and agreed:



DEUTSCHE BANK AG CAYMAN ISLANDS

BRANCH, as a Lender

 	 
	 	By:  	/s/ Anca Trifan
 	 
	 	 	Name:  	Anca Trifan 	 
	 	 	Title:  	Director 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ M. Tarkington
 	 
	 	 	Name:  	Marcus M. Tarkington 	 
	 	 	Title:  	Director 	 
	 




 









 








	 	 	 	 	 
	 	Accepted and agreed:



MORGAN STANLEY SENIOR FUNDING, INC., as a Lender

 	 
	 	By:  	/s/ Andrew W. Earls
 	 
	 	 	Name:  	Andrew Earls 	 
	 	 	Title:  	VP