PARENT AGREEMENT dated as of September 17, 1999, among LEAP WIRELESS INTERNATIONAL,
INC., a Delaware corporation (the "Parent") and LUCENT TECHNOLOGIES INC., as administrative agent (in
such capacity, the "Administrative Agent") for the Lenders (as defined in the Credit Agreement referred to
Reference is made to the Credit Agreement dated as of September 17, 1999 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among Cricket Wireless Communications, Inc.
(the "Borrower"), Cricket Communications, Inc., the lenders from time to time party thereto (the "Lenders") and
the Administrative Agent. Capitalized terms used herein and not defined herein shall have meanings assigned to
such terms in the Credit Agreement.
The Lenders have agreed to make Loans to the Borrower pursuant to, and upon the terms and subject to the
conditions specified in, the Credit Agreement. The Borrower is a subsidiary of the Parent. The obligations of the
Lenders to make Loans are conditioned upon, among other things, the execution and delivery by the Parent of an
agreement in the form hereof to set forth certain covenants, agreements and obligations of the Parent.
Accordingly, the Parent and the Administrative Agent, on behalf of itself and each Lender (and each of their
respective successors or assigns), hereby agree as follows:
SECTION 1. Guarantee. The Parent unconditionally guarantees, as a primary obligor and not merely as a surety,
the due and punctual payment of the ChaseTel Loans and any accrued interest thereon (the "ChaseTel
Obligations"), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment
or otherwise. The Parent further agrees that the ChaseTel Obligations may be extended or renewed, in whole or
in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding
any extension or renewal of any ChaseTel Obligation.
SECTION 2. Obligat