Leap Announces New Senior Secured Incremental Term Loan Facility

       Leap Announces New Senior Secured Incremental Term Loan Facility

PR Newswire

SAN DIEGO, March 11, 2013

SAN DIEGO, March 11, 2013 /PRNewswire/ -- Leap Wireless International, Inc.
(NASDAQ:LEAP) today announced that its wholly owned subsidiary, Cricket
Communications, Inc. ("Cricket"), entered into an amendment to its existing
senior secured credit agreement on March 8, 2013 to provide for a new
delayed-draw incremental term loan facility of up to $1,425 million principal

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Subject to the satisfaction of certain conditions precedent (including
delivery of a notice of redemption to redeem all of Cricket's 7.75% Senior
Secured Notes due 2016 (the "Secured Notes")), term loans under the
incremental term loan facility may be borrowed, in whole or in part, in a
single drawing by Cricket at any time on or prior to May 7, 2013. Cricket has
agreed to pay lenders a ticking fee equal to 0.50% per annum on the undrawn
amount of the incremental term loan facility per day from and after March 15,
2013. Term loans under the incremental term loan facility would mature in
March 2020 and bear interest at the London Interbank Offered Rate ("LIBOR")
plus 3.50% (subject to a LIBOR floor of 1.25%) or at the bank base rate plus
2.50% (subject to a base rate floor of 2.25%), as selected by Cricket.
Borrowings under the incremental term loan facility would be repaid in 26
quarterly installments equal to 0.25% times the initial principal amount
borrowed, commencing on September 30, 2013, followed by repayment of the
balance at maturity.

Net proceeds from the incremental term loan facility are required to be used
to redeem, discharge and/or purchase all of the Secured Notes and up to $250
million in aggregate principal amount of Leap's 4.50% Convertible Senior Notes
due 2014 (the "Convertible Notes"), including payment of any associated
premiums, accrued interest, fees and expenses. Remaining net proceeds may be
used for general corporate purposes.

Deutsche Bank Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, UBS Securities, LLC and Citigroup Global Markets, Inc. acted as
the joint lead arrangers and joint book runners for the incremental term loan
facility, and Bank of America, N.A. acted as syndication agent. Lazard Freres
& Co. LLC acted as a financial advisor to Leap in connection with the
incremental term loan facility.

This press release is for informational purposes only and is not an offer to
purchase or a solicitation of an offer to sell any of the Secured Notes or
Convertible Notes.

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


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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