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2014

Leap Announces Closing of $400M Secured Term Loan Facility

~ Facility to be Used to Redeem all of Cricket's 10% Senior Notes due 2015

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SAN DIEGO, Oct. 10, 2012 /PRNewswire/ -- Leap Wireless International, Inc. (NASDAQ: LEAP) announced today the successful syndication and closing of the previously announced $400 million senior secured term loan facility for its wholly-owned subsidiary, Cricket Communications, Inc. ("Cricket").

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The new term loan facility was fully drawn at closing and matures in October 2019.  Outstanding borrowings under the term loan facility bear interest at the London Interbank Offered Rate (LIBOR) plus 3.50 percent (subject to a LIBOR floor of 1.25 percent) or at the bank base rate plus 2.50 percent (subject to a base rate floor of 2.25 percent), as selected by Cricket.  Borrowings under the term loan facility must be repaid in 27 quarterly installments of $1 million each, commencing on March 31, 2013, followed by a final installment of $373 million at maturity.  The term loan facility is guaranteed by Leap and certain existing and future subsidiaries of Cricket, including all subsidiaries that guarantee Cricket's senior notes, and is secured, equally and ratably with Cricket's 7.75% Senior Secured Notes due 2016, by substantially all of the personal property of Leap, Cricket and the subsidiary guarantors.

Net proceeds from the term loan facility will be used to redeem all of Cricket's $300 million in aggregate principal amount of outstanding 10% Senior Notes due 2015 (the "2015 Notes") and for general corporate purposes.  Leap also announced that Cricket today issued a notice of redemption to redeem all of its 2015 Notes in accordance with the indenture governing the 2015 Notes.  The redemption price for the 2015 Notes is 105%, plus accrued interest.  The redemption date specified in the notice of redemption for the 2015 Notes is November 9, 2012.

Under the term loan facility, Leap and its restricted subsidiaries are subject to certain limitations, including limitations on their ability to: incur additional debt or sell assets, make certain investments, grant liens and pay dividends and make certain other restricted payments. In addition, Cricket will be required to pay down the facility under certain circumstances if Leap and its restricted subsidiaries issue debt, sell assets or property, receive certain extraordinary receipts or generate excess cash flow (as defined in the credit agreement).

Deutsche Bank Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities, LLC acted as the Joint Lead Arrangers and Joint Book Runners for the term loan facility. Deutsche Bank Trust Company Americas serves as Administrative Agent and Bank of America, N.A. acted as Syndication Agent in connection with the new facility.

About Leap
Leap provides innovative, high-value wireless services to a young and ethnically diverse customer base. With the value of unlimited wireless services as the foundation of its business, Leap pioneered its Cricket service. Cricket products and services are available nationwide through company-owned stores, dealers, national retailers and at MyCricket.com.  Through its affordable, flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, data and mobile Web services. Headquartered in San Diego, Calif., Leap is traded on the NASDAQ Global Select Market under the ticker symbol "LEAP." For more information, please visit www.leapwireless.com.

SOURCE Leap Wireless International, Inc.



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