Leap Announces Closing of $400M Secured Term Loan Facility

          Leap Announces Closing of $400M Secured Term Loan Facility

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

PR Newswire

SAN DIEGO, Oct. 10, 2012

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").

(Logo: http://photos.prnewswire.com/prnh/20101220/MM20546LOGO-a)

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

SOURCE Leap Wireless International, Inc.

Website: http://www.leapwireless.com
Contact: Greg Lund, Media Relations, +1-858-882-9105, glund@leapwireless.com,
or Amy Wakeham, Investor Relations, +1-858-882-9876, awakeham@leapwireless.com
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