BORROWER PLEDGE AGREEMENT dated as of
September 17, 1999, among CRICKET COMMUNICATIONS, INC. a Delaware corporation ("Holdings"),
CRICKET WIRELESS COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"), each
subsidiary of the Borrower listed on Schedule I hereto (each a "Subsidiary", and, collectively, the "Subsidiaries"),
each subsidiary of Leap Wireless International, Inc., a Delaware corporation (the "Parent") listed on Schedule I
hereto (each a "License Subsidiary", and, collectively, the "License Subsidiaries"; and together with the
Subsidiaries, Holdings and the Borrower, the "Pledgors") 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 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. Each Pledgor 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 obligations of the Lenders to make Loans are conditioned
upon, among other things, the execution and delivery by the Pledgors 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 Pledgors and the Collateral Agent, on behalf of itself and each Secured Party (and each of their
respective successors or assigns), hereby agree