$300,000.00 San Diego, California May 31, 2000
1. Obligation. Glenn Umetsu ("Maker"), for value received, hereby promises to pay to Leap Wireless
International, Inc. or order, at San Diego, California, or at such other place as the holder hereof may in writing
direct, the principal amount of Three Hundred Thousand Dollars ($300,000.00). Such sum shall be payable
without interest except as provided in Section 2 below.
2. Default Interest Charge. While any default exists in the making of any payments required hereunder or in the
performance or observance of any of the covenants or agreements of this Note or of any instruments now or
hereafter evidencing or securing the indebtedness hereby, Maker further promises to pay, interest on the principal
balance of this Note then outstanding at a rate equal to ten percent (10%) per annum.
3. Payment Schedule. Principal and interest, if any, shall be payable as follows in full on or before the earlier of (i)
the date that your employment with Leap Wireless International, Inc. and or one of its affiliates is terminated for
any reason what so ever or (ii) March 31, 2002. Principal and interest are payable in lawful money of the United
States; provided that Maker may, at his option,
(a) repay the loan by surrendering that number of vested options in Cricket Communications Holdings, Inc.
having a spread between fair market value and the total exercise price of such options sufficient to pay the unpaid
balance of this Note and all taxes that may be due as a result of such surrender of options.
(b) provided that his employment with Leap and/or one of its affiliates has continued for two full years, surrender
to Leap options to purchase 32,000 shares of Cricket Communications Holdings, Inc., regardless of the value of
(c) surrender his all of his options as payment of the note in full at the time of such event regardless of the value of
such options, only if Leap Wireless International, Inc. undergoes a Chang