AMENDMENT NO. 3 to CREDIT AGREEMENT BY AND AMONG CRICKET COMMUNICATIONS, INC (AS LENDER) AND DENALI SPECTRUM LICENSE, LLC (AS BORROWER) AND DENALI SPECTRUM, LLC DENALI SPECTRUM OPERATIONS, LLC DENALI SPECTRUM LICENSE SUB, LLC (AS GUARANTORS) Dated as...

EXECUTION COPY

EXHIBIT 10.4.4

AMENDMENT NO. 3

to

CREDIT AGREEMENT

BY AND AMONG

CRICKET COMMUNICATIONS, INC
(AS LENDER)

AND

DENALI SPECTRUM LICENSE, LLC
(AS BORROWER)

AND

DENALI SPECTRUM, LLC
DENALI SPECTRUM OPERATIONS, LLC
DENALI SPECTRUM LICENSE SUB, LLC
(AS GUARANTORS)

Dated as of March 6, 2008

AMENDMENT NO. 3 TO CREDIT AGREEMENT

     AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of March 6, 2008, among CRICKET COMMUNICATIONS, INC., a Delaware corporation (“Cricket”) (as Lender), DENALI SPECTRUM LICENSE, LLC, a Delaware limited liability company (the “License Company”) (as Borrower), DENALI SPECTRUM, LLC, a Delaware limited liability company (“Denali Spectrum”), DENALI SPECTRUM OPERATIONS, LLC, a Delaware limited liability company (“Operations Sub”) and DENALI SPECTRUM LICENSE SUB, LLC, a Delaware limited liability company (“License Sub”) (each of Denali Spectrum, Operations Sub and License Sub, a “Guarantor” and collectively, the “Guarantors”).

RECITALS

     WHEREAS, Cricket, the License Company and Denali Spectrum entered into that certain Credit Agreement by and among Cricket Communications, Inc., Denali Spectrum License, LLC and Denali Spectrum, LLC, dated as of July 13, 2006 and as amended by Amendment No. 1 to Credit Agreement, dated as of September 28, 2006 and Amendment No. 2 to Credit Agreement dated as of April 16, 2007 (collectively, the “Credit Agreement”);

     WHEREAS, Operations Sub and License Sub each entered into a Borrower Subsidiary Guaranty with Cricket, dated as of November 20, 2006, thereby becoming a guarantor of the License Company’s obligations under the Credit Agreement;

     WHEREAS, Cricket, the License Company, Denali Spectrum, Operations Sub and License Sub desire to further amend the Credit Agreement as set forth herein; and

     WHEREAS, the parties agree that no regulatory approval of this Amendment No. 3 to Credit Agreement is required.

AGREEMENT

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

     Section 1. Paragraph (c) of the definition of “Permitted Lien” is hereby amended by replacing the amount “$1,000,000” with the amount “$7,500,000”.

     Section 2. Section 6.9(b) of the Credit Agreement is hereby amended by replacing the amount “$5.0 million” with the amount “$20.0 million”.

     Section 3. Section 6.9(h) of the Credit Agreement is hereby amended by replacing the amount “$2.5 million” with the amount “$5.0 million”.

     Section 4. Except as expressly amended hereby, the Credit Agreement remains in full force and effect in accordance with its terms.

[Signature Pages Follow]

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     IN WITNESS WHEREOF, the parties hereto have signed this Amendment No. 3 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.,
as Lender
By:		/s/ S. XXXXXXX XXXXXXXXX
Name:		S. Xxxxxxx Xxxxxxxxx
Title:		CEO

DENALI SPECTRUM LICENSE, LLC, as Borrower
By		Denali Spectrum, LLC
		Its sole member
By		Denali Spectrum Manager, LLC
		Its Manager
By		Xxxxx, Limited,
		Its Manager

		By:		/s/ XXXXX XXXX
		Name: Title:		Xxxxx Xxxx Interim President/CEO

		DENALI SPECTRUM, LLC, as Guarantor
		By		Denali Spectrum Manager, LLC Its Manager
		By		Xxxxx, Limited, Its Manager

		By:		/s/ XXXXX XXXX
		Name: Title:		Xxxxx Xxxx Interim President/CEO

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     IN WITNESS WHEREOF, the parties hereto have signed this Amendment No. 3 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.

DENALI SPECTRUM OPERATIONS, LLC, as Guarantor								DENALI SPECTRUM LICENSE SUB, LLC, as Guarantor
By		Denali Spectrum License, LLC,						By		Denali Spectrum License, LLC,
		Its sole member								Its sole member
By		Denali Spectrum, LLC,						By		Denali Spectrum, LLC,
		Its sole member								Its sole member
By		Denali Spectrum Manager, LLC,			,			By		Denali Spectrum Manager, LLC,
		Its Manager								Its Manager
By		Xxxxx, Limited,						By		Xxxxx, Limited,
		Its Manager								Its Manager

By:		/s/ XXXXX XXXX				By:		/s/ XXXXX XXXX
Name:		Xxxxx Xxxx				Name:		Xxxxx Xxxx
Title:		Interim President/CEO				Title:		Interim President/CEO

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