exv10w2



 





EXHIBIT 10.2




CONSENT




Dated as of November 20, 2007




     Each of the undersigned, as Guarantor under the Amended and Restated Parent Guaranty dated as
of June 16, 2006 (in the case of Leap Wireless International, Inc.) or the Amended and Restated
Subsidiary Guaranty dated as of June 16, 2006 (collectively, the “Guaranty”), in each case, in
favor of the Administrative Agent and the Lenders party to the Credit Agreement referred to in the
foregoing Amendment, hereby consents to such Amendment and the transactions contemplated by such
Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of such
Amendment, the Guaranty is, and shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects, except that, on and after the effectiveness of such
Amendment, each reference in the Guaranty to the “Credit Agreement”, “thereunder”, “thereof” or
words of like import shall mean and be a reference to the Credit Agreement, as amended by such
Amendment, and (b) the Collateral Documents to which such Guarantor is a party and all of the
Collateral described therein do, and shall continue to, secure the payment of all of the
obligations to be secured thereunder.



	 	 	 
	 

	 	LEAP WIRELESS INTERNATIONAL, INC.
	 

	 	BACKWIRE.COM, INC.
	 

	 	TELEPHONE ENTERTAINMENT
	 

	 	NETWORK, INC.
	 

	 	CRICKET LICENSEE (REAUCTION), INC.
	 

	 	CRICKET LICENSEE I, INC.
	 

	 	CHASETEL REAL ESTATE HOLDING
	 

	 	COMPANY, INC.
	 

	 	CRICKET ALABAMA PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET ARIZONA PROPERTY COMPANY
	 

	 	CRICKET ARKANSAS PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET CALIFORNIA PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET COLORADO PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET FLORIDA PROPERTY COMPANY
	 

	 	CRICKET GEORGIA PROPERTY
	 

	 	COMPANY, INC.
	 

	 	CRICKET IDAHO PROPERTY COMPANY
	 

	 	CRICKET ILLINOIS PROPERTY COMPANY
	 

	 	CRICKET INDIANA PROPERTY COMPANY
	 

	 	CRICKET KANSAS PROPERTY COMPANY






 









 






	 	 	 
	 

	 	CRICKET KENTUCKY PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET MICHIGAN PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET MINNESOTA PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET MISSISSIPPI PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET NEBRASKA PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET NEVADA PROPERTY COMPANY
	 

	 	CRICKET NEW MEXICO PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET NEW YORK PROPERTY
	 

	 	COMPANY, INC.
	 

	 	CRICKET NORTH CAROLINA PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET OHIO PROPERTY COMPANY
	 

	 	CRICKET OKLAHOMA PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET OREGON PROPERTY COMPANY
	 

	 	CRICKET PENNSYLVANIA PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET TEXAS PROPERTY COMPANY
	 

	 	CRICKET UTAH PROPERTY COMPANY
	 

	 	CRICKET WASHINGTON PROPERTY
	 

	 	COMPANY
	 

	 	CRICKET WISCONSIN PROPERTY
	 

	 	COMPANY
	 

	 	LEAP PCS MEXICO, INC.






	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ S. Douglas Hutcheson	 	 
	 

	 	 	 	 

Name: S. Douglas Hutcheson
	 	 
	 

	 	 	 	Title: Chief Executive Officer and President	 	 






	 	 	 	 	 	 	 
	 	 	ALASKA NATIVE BROADBAND 1, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cricket Communications, Inc.
	 	 
	 

	 	Its:
	 	Manager and sole member	 	 






	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ S. Douglas Hutcheson	 	 
	 

	 	 	 	 

Name: S. Douglas Hutcheson
	 	 
	 

	 	 	 	Title: Chief Executive Officer and President	 	 






 









 







	 	 	 	 	 	 	 
	 	 	ALASKA NATIVE BROADBAND 1 LICENSE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Alaska Native Broadband 1, LLC
	 	 
	 

	 	Its:
	 	Manager and sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cricket Communications, Inc.	 	 
	 

	 	Its:
	 	Manager and sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ S. Douglas Hutcheson	 	 
	 

	 	 	 	 

Name: S. Douglas Hutcheson
	 	 
	 
	 	 	 	Title: Chief Executive Officer and President