PARENT PLEDGE AGREEMENT dated as of September 17, 1999, among LEAP WIRELESS
INTERNATIONAL, INC., a Delaware corporation (the "Parent") and STATE STREET BANK AND TRUST
COMPANY, as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties.
Reference is made to the Collateral Agency and Intercreditor Agreement dated as of September 17, 1999 (as
amended, supplemented or otherwise modified from time to time, the "Collateral Agency and Intercreditor
Agreement") among Cricket Wireless Communications, Inc., a Delaware corporation (the "Borrower"), the
Representatives and Unrepresented Holders referred to therein and the Collateral Agent. Capitalized terms used
herein and not defined herein shall have the meanings assigned to such terms in the Collateral Agency and
Intercreditor Agreement. The Parent acknowledges receipt of a true and correct copy of the Collateral Agency
and Intercreditor Agreement and agrees to the terms thereof.
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 a
Pledge Agreement in the form hereof. The Borrower may from time to time incur Permitted Additional
Obligations that are required to be secured pursuant to the terms hereof.
Accordingly, the Parent and the Collateral Agent, on behalf of itself and each Secured Party (and each of their
respective successors or assigns), hereby agree as follows:
SECTION 1. Pledge. As security for the payment and performance, as the case may be, in full of the
Obligations, the Parent hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and
delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its
successors and assigns, for th