CREDIT AGREEMENT BY AND AMONG CRICKET COMMUNICATIONS, INC (AS LENDER) AND DENALI SPECTRUM LICENSE, LLC (AS BORROWER) AND DENALI SPECTRUM, LLC (AS GUARANTOR)

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 Ag