THIS LOAN AGREEMENT is made as of the 28th day of September, 1998 by and among
I. Pegaso Comunicaciones y Servicios, S.A. de C.V. a company incorporated in and under the laws of Mexico
(as defined herein), hereinafter referred to as the "BORROWER";
II. Leap Wireless International, Inc. a company incorporated in and under the laws of the State of Delaware,
United States of America, hereinafter referred to as the "LENDER".
a) the Borrower owns 31.5% of the capital stock issued by Pegaso Telecomunicaciones, S.A. de C.V.
("Telecomunicaciones") and such company owns, as of this date, shares representing the 99.9% of the capital
stock issued by Pegaso Comunicaciones y Sistemas, S.A. de C.V.
b) the Borrower indirectly owns an ownership interest in Pegaso Comunicaciones y Sistemas, S.A. de C.V. (the
"Licensee"), a company incorporated in and under the laws of Mexico, which is engaged, among others, in the
business of using, operation and exploiting a public telecommunications network pursuant to a concession granted
by the Ministry of Communications and Transportation ("SCT") for such purposes, in order to provide fixed and
mobile wireless telephone services known as Personal Communications System (the "Services") in Mexico;
c) the Licensee entered into a bidding process in order to obtain a concession to be granted by SCT in order to
use and exploit frequency bands of the radioelectric spectrum, necessary to provide the Services within Mexico
(the concession described in paragraph b) above and the concession described in this paragraph shall collectively
be referred hereto as the "Licenses");
d) SCT, through the Federal Telecommunications Commission ("Cofetel"), granted Licensee the rights to obtain
the concession specified in the preceding paragraph c) and therefore, Licensee, in accordance with such bidding
process, has to pay SCT, through Cofetel, certain fees in order to obtain the concession for using and exploiting
the frequency bands of the rad