ADV ASSIGNMENT AND ACCEPTANCE
THIS ADV ASSIGNMENT AND ACCEPTANCE (this "ADV Assignment and Acceptance") dated as of
August 1, 2001, between LEAP WIRELESS INTERNATIONAL, INC. ("LEAP") and QUALCOMM
A. QUALCOMM and LEAP executed and delivered the ADV Assignment and Acceptance (the "Original ADV
Assignment") on March 9, 2001, in accordance with and with reference to Section 2.4(a) of that certain Loan
Agreement dated as of January 22, 2001 (as from time to time amended, modified, supplemented or restated, the
"Loan Agreement"), by and among LEAP (as Borrower), QUALCOMM (as a Lender), and the other lenders
from time to time party thereto (the other lenders and QUALCOMM, collectively, the "Lenders"), and Citibank,
N.A. as administrative agent for the Lenders (the "Administrative Agent") and as collateral agent for the Lenders.
All capitalized terms used, but not defined herein, shall have the respective meanings assigned to such terms in the
B. Pursuant to the Original ADV Assignment, QUALCOMM assigned the ADV in the amount of $125,273,878
to LEAP on March 9, 2001.
C. This ADV Assignment and Acceptance is being executed and delivered in accordance with and with reference
to Section 2.4(e) of the Loan Agreement pursuant to which LEAP is obligated to return the ADV to
QUALCOMM at the request of QUALCOMM in exchange for QUALCOMM'S commitment to make Cash
Loans in the amount of the ADV, which commitment is confirmed in that certain letter agreement between LEAP
and QUALCOMM dated as of the date of this ADV Assignment and Acceptance (the "Letter Agreement").
D. On the terms and subject to the conditions set forth in the Loan Agreement and herein, LEAP desires to
transfer and assign to QUALCOMM, and QUALCOMM desires to accept such transfer and assignment of, and
assume from LEAP, an interest (the "Assigned Interest") in LEAP's rights and obligations in, to and under the
ADV in the amount of $125,273,878.
NOW, THEREFORE, for good and val