SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-102]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 6 )*

Leap Wireless International, Inc.

(Name of Issuer)

Common Stock, Par Value $.0001 Per Share

(Title of Class of Securities)

521863308

(CUSIP Number)

Doron Lipshitz, Esq.
O’Melveny & Myers LLP
7 Times Square
New York, New York 10036
(212) 326-2000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 28, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 12 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

521863308

13D

Page

Pages


1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL PARTNERS IIA LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	N/A

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			8,415,428

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,415,428

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	8,415,428

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	12.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No.

521863308

13D

Page

Pages


1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL ADVISORS II LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	N/A

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			11,755,806

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			11,755,806

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,755,806

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	16.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

CUSIP No.

521863308

13D

Page

Pages


1	NAMES OF REPORTING PERSONS MHR FUND MANAGEMENT LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	N/A

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			15,537,869

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			15,537,869

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	15,537,869

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	22.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

CUSIP No.

521863308

13D

Page

Pages


1	NAMES OF REPORTING PERSONS MARK H. RACHESKY, M.D.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	N/A

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		7	SOLE VOTING POWER

NUMBER OF			15,585,846

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			15,585,846

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	15,585,846

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	22.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN; HC

				Page		6		of		12		Pages

This statement on Schedule 13D (this “Statement”) further amends and supplements, as Amendment No. 6, the Schedule 13D filed on August 26, 2004 (the “Original Schedule 13D”), which was amended and restated on December 19, 2007 by Amendment No. 1 to the Original Schedule 13D (“Amendment No. 1”), on December 20, 2007 by Amendment No. 2 to the Original 13D (“Amendment No. 2”), on December 21, 2007 by Amendment No. 3 to the Original Schedule 13D (“Amendment No. 3”), on December 24, 2007 by Amendment No. 4 to the Original 13D (“Amendment No. 4”) and on January 31, 2008 by Amendment No. 5 to the Original 13D (“Amendment No. 5” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the “Schedule 13D”) and relates to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Leap Wireless International, Inc. (the “Issuer”). Defined terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 5.

				Page		7		of		12		Pages

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following:

Registration Rights Agreement Waiver

In connection with the Issuer’s proposed sale of Common Stock pursuant to that certain registration statement on Form S-3 filed with the SEC on March 4, 2009 (the “Offering”), the Issuer, Institutional Partners II and Institutional Partners IIA entered into that certain agreement (the “Registration Rights Agreement Waiver”) on May 28, 2009, whereby Institutional Partners II and Institutional Partners IIA agreed to waive certain rights that they have pursuant to the Registration Rights Agreement. In consideration for the waiver of such rights, the Issuer has agreed to amend the Registration Rights Agreement to, among other things, include all shares of Common Stock held by any of the Reporting Persons or any of their affiliates now or at any time in the future and file a post-effective amendment to the shelf registration statement no later than December 2, 2009 and from time to time thereafter upon request to register for resale additional shares of Common Stock that may be held by the Reporting Persons or any of their affiliates from time to time.

Lock-Up Agreements

In connection with the Offering, each of Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III agreed with Goldman, Sachs & Co., as the underwriter for the Offering (the “Underwriter”), pursuant to that certain letter agreement, dated May 28, 2009 (the “MHR Lock-Up Agreement”), that, subject to the terms of the MHR Lock-Up Agreement, they will not offer or sell shares of Common Stock held by them for a period of 90 days (as may be extended under certain conditions) from the date that the final prospectus is delivered in connection with the Offering (the “Lock-Up Period”).

Dr. Rachesky has also agreed with the Underwriter pursuant to that certain letter agreement, dated May 28, 2009 (the “Rachesky Lock-Up Agreement”), that he will not offer or sell shares of Common Stock held by him during the Lock-Up Period.

The foregoing discussions of the Registration Rights Agreement Waiver, MHR Lock-Up Agreement and Rachesky Lock-Up Agreement are qualified in their entirety by reference to the full text of the Registration Rights Agreement Waiver, MHR Lock-Up Agreement and Rachesky Lock-Up Agreement, respectively, which are attached as Exhibits 1 through 3 of Item 7 to this Statement and incorporated into this Item 4 by reference.

				Page		8		of		12		Pages

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

The percentages set forth in this Statement are calculated based on information contained in the Issuer’s Form 10-Q for the quarterly period ended March 31, 2009, which disclosed that there were 70,305,601 shares of Common Stock outstanding as of May 1, 2009.

(a) (i) Master Account may be deemed the beneficial owner of 353,420 shares of Common Stock held for its own account (approximately 0.5% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(ii) Capital Partners (100) may be deemed the beneficial owner of 42,514 shares of Common Stock held for its own account (approximately 0.06% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(iii) Advisors may be deemed the beneficial owner of 395,934 shares of Common Stock (approximately 0.6% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 353,420 shares of Common Stock held for the account of Master Account and (B) 42,514 shares of Common Stock held for the account of Capital Partners (100).

(iv) Institutional Partners II may be deemed the beneficial owner of 3,340,378 shares of Common Stock held for its own account (approximately 4.8% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(v) Institutional Partners IIA may be deemed the beneficial owner of 8,415,428 shares of Common Stock held for its own account (approximately 12.0% of the total number of shares of Common Stock outstanding calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(vi) Institutional Advisors II may be deemed the beneficial owner of 11,755,806 shares of Common Stock (approximately 16.7% of the total number of shares of Common Stock outstanding calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 3,340,378 shares of Common Stock held for the account of Institutional Partners II and (B) 8,415,428 shares of Common Stock held for the account of Institutional Partners IIA.

(vii) Institutional Partners III may be deemed the beneficial owner of 3,386,129 shares of Common Stock held for its own account (approximately 4.8% of the total number of shares of Common Stock outstanding calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(viii) Institutional Advisors III may be deemed the beneficial owner of 3,386,129 shares of Common Stock (approximately 4.8% of the total number of shares of Common Stock outstanding calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of 3,386,129 shares of Common Stock held for the account of Institutional Partners III.

(ix) Fund Management may be deemed the beneficial owner of 15,537,869 shares of Common Stock (approximately 22.1% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the shares of Common Stock otherwise described in this Item 5(a) by virtue of Fund Management’s investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.

(x) Dr. Rachesky may be deemed the beneficial owner of 15,585,846 shares of Common Stock (approximately 22.2% of the total number of shares of Common Stock outstanding, calculated in accordance

				Page		9		of		12		Pages

with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) all of the shares of Common Stock otherwise described in this Item 5(a) by virtue of Dr. Rachesky’s position as the managing member of each of Fund Management, Advisors, Institutional Advisors II and Institutional Advisors III, (B) 7,777 shares of restricted stock, and (C) 40,200 shares of Common Stock that can be obtained upon the exercise of certain non-qualified stock options.

(b) (i) Master Account may be deemed to have (x) the sole power to direct the disposition of 353,420 shares of Common Stock which may be deemed to be beneficially owned by Master Account as described above and (y) the sole power to direct the voting of 353,420 shares of Common Stock which may be deemed to be beneficially owned by Master Account as described above.

(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 42,514 shares of Common Stock which may be deemed to be beneficially owned by Capital Partners (100) as described above and (y) the sole power to direct the voting of 42,514 shares of Common Stock which may be deemed to be beneficially owned by Capital Partners (100) as described above.

(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of 395,934 shares of Common Stock which may be deemed to be beneficially owned by Advisors as described above and (y) the sole power to direct the voting of 395,934 shares of Common Stock which may be deemed to be beneficially owned by Advisors as described above.

(iv) Institutional Partners II may be deemed to have (x) the sole power to direct the disposition of 3,340,378 shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners II as described above and (y) the sole power to direct the voting of 3,340,378 shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners II as described above.

(v) Institutional Partners IIA may be deemed to have (x) the sole power to direct the disposition of 8,415,428 shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners IIA as described above and (y) the sole power to direct the voting of 8,415,428 shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners IIA as described above.

(vi) Institutional Advisors II may be deemed to have (x) the sole power to direct the disposition of 11,755,806 shares of Common Stock which may be deemed to be beneficially owned by Institutional Advisors II as described above and (y) the sole power to direct the voting of 11,755,806 shares of Common Stock which may be deemed to be beneficially owned by Institutional Advisors II as described above.

(vii) Institutional Partners III may be deemed to have (x) the sole power to direct the disposition of 3,386,129 shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners III as described above and (y) the sole power to direct the voting of 3,386,129 shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners III as described above.

(viii) Institutional Advisors III may be deemed to have (x) the sole power to direct the disposition of 3,386,129 shares of Common Stock which may be deemed to be beneficially owned by

				Page		10		of		12		Pages

Institutional Advisors III as described above and (y) the sole power to direct the voting of 3,386,129 shares of Common Stock which may be deemed to be beneficially owned by Institutional Advisors III as described above.

(ix) Fund Management may be deemed to have (x) the sole power to direct the disposition of the 15,537,869 shares of Common Stock which may be deemed to be beneficially owned by Fund Management as described above and (y) the sole power to direct the voting of 15,537,869 shares of Common Stock which may be deemed to be beneficially owned by Fund Management as described above.

(x) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of the 15,585,846 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above and (y) the sole power to direct the voting of 15,585,846 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above.

(d) (i) The partners of Master Account, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Master Account in accordance with their partnership interests in Master Account.

(ii) The partners of Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Capital Partners (100) in accordance with their partnership interests in Capital Partners (100).

(iii) The partners of Institutional Partners II, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Institutional Partners II in accordance with their partnership interests in Institutional Partners II.

(iv) The partners of Institutional Partners IIA, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Institutional Partners IIA in accordance with their partnership interests in Institutional Partners IIA.

(v) The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of Institutional Partners III in accordance with their partnership interests in Institutional Partners III.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Item 4 above and Exhibits 1 through 3 of Item 7 to this Statement are incorporated into this Item 6 by reference.

Item 7. Material to be Filed as Exhibits.


1		Registration Rights Agreement Waiver, dated as of May 28, 2009, executed by Institutional Partners II, Institutional Partners IIA and the Issuer.
2		Lock-Up Agreement, dated as of May 28, 2009, executed by each of Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.
3		Lock-Up Agreement, dated as of May 28, 2009, executed by Dr. Rachesky.

				Page		11		of		12		Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.


Date: June 1, 2009	MHR INSTITUTIONAL PARTNERS IIA LP

	By:	MHR Institutional Advisors II LLC, its General Partner

	By:	/s/ Hal Goldstein
	Name: Hal Goldstein
	Title: Vice President


		MHR INSTITUTIONAL ADVISORS II LLC

		By:		/s/ Hal Goldstein
		Name: Hal Goldstein
		Title: Vice President

		MHR FUND MANAGEMENT LLC

		By:		/s/ Hal Goldstein
		Name: Hal Goldstein
		Title: Managing Principal

		MARK H. RACHESKY, M.D.

		By:		/s/ Hal Goldstein, Attorney in Fact

				Page		12		of		12		Pages

Exhibit Index


Exhibit No.		Description
1		Registration Rights Agreement Waiver, dated as of May 28, 2009, executed by Institutional Partners II, Institutional Partners IIA and the Issuer.
2		Lock-Up Agreement, dated as of May 28, 2009, executed by each of Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.
3		Lock-Up Agreement, dated as of May 28, 2009, executed by Dr. Rachesky.

EX-1 2 exh_1.htm REGISTRATION RIGHTS AGREEMENT WAIVER, DATED AS OF MAY 28, 2009 Exhibit 1

Exhibit 1

LEAP WIRELESS INTERNATIONAL, INC.

10307 PACIFIC CENTER COURT

SAN DIEGO, CALIFORNIA 92121

May 28, 2009

MHR Institutional Partners II LP

MHR Institutional Partners IIA LP

40 West 57^th Street, 24^th Floor

New York, New York 10019

Re:

Registration Rights Agreement, dated as of August 16, 2004, among Leap Wireless International, Inc. (the “Company”) and the Holders party thereto (as amended, the “Registration Rights Agreement”)

Ladies and Gentlemen:

As you know, on March 4, 2009 we filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-3, including a base prospectus, relating to the issuance and sale from time to time of certain of our securities (the “Universal Shelf Registration Statement”). We intend to file with the SEC on or about May 28, 2009 a preliminary prospectus supplement to the base prospectus pursuant to the Universal Shelf Registration Statement, relating to the underwritten public offering of approximately $200,000,000 of shares of our common stock (the “Offering”).

This notice is being delivered to each of MHR Institutional Partners II LP and MHR Institutional Partners IIA LP as a “Holder” party to the Registration Rights Agreement (collectively, the “Holders”). We ask each of you to waive any rights you have pursuant to Section 3.1 of the Registration Rights Agreement to prior notice of the filing of the Universal Shelf Registration Statement and of the Offering and the inclusion of your Registrable Securities (as defined in the Registration Rights Agreement) in the Offering (but not any other offering as may be conducted from time to time pursuant to the Universal Shelf Registration Statement) (the “Waiver”).

As consideration for the Waiver, the Company, the Holders and certain of their affiliated funds shall enter into an amended and restated Registration Rights Agreement (the “Amendment”), as soon as practicable, but in any event not later than July 1, 2009; provided, however, that if (x) the MHR Lock-Up Agreement has been terminated in accordance with its terms and such termination has not been revoked prior to July 1, 2009 and (y) the Amendment has not been executed prior to the events described in clause (x), the parties shall not be obligated to enter into the Amendment; provided further, however, that if the Offering has not been consummated by the date of execution of the Amendment, the Amendment will provide that it will become automatically effective upon the consummation of the Offering.

The Amendment shall (i) include MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP and MHR Institutional Partners III LP as parties thereto and as “Holders” as defined therein and (ii) provide as follows (all defined terms used in (a) through (c) below shall have the meaning as set forth in the Amendment):

(a) the definition of "Holder" shall be modified to mean any (i) Person who owns Registrable Securities at the relevant time and is, or its Affiliate is, a party to this Agreement or (ii) Additional Holder;

(b) the definition of “Registrable Securities” shall be modified to include all shares of Common Stock held by any of the Holders (or their respective Affiliates and successors or Permitted Assignees) now or at any time in the future; and

(c) the Company shall, no later than December 2, 2009 and thereafter, within sixty (60) days following the request of any Holder, file with the Commission a post-effective amendment to the Shelf Registration Statement (or if such post-effective amendment is not permitted under applicable law, a new shelf registration statement) relating to the offer and sale of all Registrable Securities then by the Holders (or their respective Affiliates and successors or Permitted Assignees) to the public, from time to time, on a delayed or continuous basis.

May 28, 2009

Page 2

Please sign and return a copy of this notice and waiver to the undersigned as promptly as possible. We acknowledge and agree, as approved by a committee of our board of directors, that except as expressly set forth herein, the Registration Rights Agreement is unmodified and remains in full force and effect and we hereby affirm our agreement to be bound by all of our obligations, covenants, liabilities and warranties set forth in the Registration Right Agreement in accordance therewith. Except as expressly set forth herein, your execution of this letter agreement does not and shall not constitute a waiver of any rights or remedies to which you are entitled pursuant to the Registration Rights Agreement.

The Company acknowledges and agrees that the Holders and certain of their affiliates may be subject to certain disclosure obligations with respect to the matters contained in this notice, the Amendment, that certain Lock-Up Agreement among the Holders and certain of their affiliated funds and the Underwriters (as defined therein) (the “MHR Lock-Up Agreement”) and that certain Lock-Up Agreement among Dr. Mark H. Rachesky and the Underwriters (as defined therein) (the “Rachesky Lock-Up Agreement”), pursuant to applicable law, regulation, rule, stock exchange requirement, self-regulatory body, supervisory authority, other applicable judicial or governmental order, legal process or otherwise (including, without limitation, any fiduciary or similar duties) (collectively, "Applicable Law") and that the Holders and their affiliates may disclose the existence and contents of this notice, the Amendment, the MHR Lock-Up Ag reement and the Rachesky Lock-Up Agreement in connection with any such Applicable Law.

Notwithstanding the consummation of the Offering or the execution of the Amendment, the Company shall pay promptly upon request to O’Melveny & Myers LLP, counsel to the Holders (“O’Melveny”), all legal fees and expenses incurred in connection with the preparation, negotiation, execution and disclosure (as may required by Applicable Law) of this notice, the Amendment and the MHR Lock-Up Agreement and the consummation of the transactions contemplated hereby and thereby.

Any questions you may have regarding this notice may be directed to the undersigned by calling (858) 882-6048.


Dated: May 28, 2009	LEAP WIRELESS INTERNATIONAL, INC.

By: /s/ Robert J. Irving, Jr., Esq.

Robert J. Irving, Jr., Esq.

Senior Vice President, General Counsel and Secretary

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

May 28, 2009

Page 3

Each of the undersigned Holders hereby agrees to the waivers as provided in and subject to this letter agreement.

Dated: May 28, 2009

MHR INSTITUTIONAL PARTNERS II LP

MHR INSTITUTIONAL PARTNERS IIA LP

By: MHR Institutional Advisors II LLC

Its: General Partner

By: /s/ Hal Goldstein

Name: Hal Goldstein

Title: Vice President

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EX-2 3 exh_2.htm LOCK-UP AGREEMENT, DATED AS OF MAY 28, 2009 Exhibit 2

Exhibit 2

EXECUTION VERSION

Leap Wireless International, Inc.

Lock-Up Agreement

May 28, 2009

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Re: Leap Wireless International, Inc. – Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you propose to enter into an Underwriting Agreement with Leap Wireless International, Inc., a Delaware corporation (the “Company”), providing for the sale of common stock, par value $0.0001 per share, of the Company (the “Shares”) pursuant to that certain Registration Statement on Form S-3 (No. 333-157690) filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2009.

In consideration of the agreement by you to offer and sell the Shares, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, except as otherwise provided herein, during the period beginning from the date hereof and continuing to and including the date 90 days after the date of the final prospectus (the “Final Prospectus”) covering the public offering of the Shares (the “Initial Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of (collectively, a “Transfer”) any Shares, or any options or warrants to purchase any Shares, or any securities convertible into, exchangeable for or that represent the right to receive Shares, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding a s a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (“SEC”) (collectively the “Undersigned’s Shares”); provided, that if (1) during the last 17 days of the Initial Lock-Up Period, the Company releases earnings results or announces material news or a material event or (2) prior to the expiration of the Initial Lock-Up Period, the Company announces that it will release earnings results during the 15-day period following the last day of the Initial Lock-Up Period, then in each case the Initial Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless you waive, in writing, such extension. The Initial Lock-Up Period, as the same may be automatically extended and if and as and whether or not extended, may be referred to herein as the “Total Lock-Up Period.”

The foregoing restriction is expressly agreed to preclude the undersigned during the Total Lock-Up Period from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares during the Total Lock-Up Period even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares.

Notwithstanding the foregoing, the undersigned may Transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided, that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, and provided further, that, at the time of such Transfer, the undersigned shall not be required to, and shall not voluntarily, file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the Total Lock-Up Period, but may do so after the expiration of the Total Lock-Up Period, (ii) by will or intestacy, provided, that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, and provided further, that, unless otherwise required pursuant to applicable law, at the time of such Transfer, the undersigned shall not be required to, and shall not voluntari ly, file a report under Section 16(a) of the Exchange Act during the Total Lock-Up Period, but may do so after the expiration of the Total Lock-Up Period, (iii) to

any trust for the direct or indirect benefit of the undersigned or any member(s) of the immediate family of the undersigned, provided, that the trustee of the trust agrees, on behalf of the trust, that the trust shall be bound in writing by the restrictions set forth herein, and provided further, that any such Transfer shall not involve a disposition for value, (iv) to an affiliate (as such term is defined in Rule 144(a) under the Securities Act of 1933, as amended), provided, that such affiliate agrees to be bound in writing by the restrictions set forth herein, or (v) with your prior written consent. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin, or anyone residing in the undersigned’s home. In addition, notwithstanding anything herein to the contrary, if the undersigned is (i) a corporation, the undersigned may Transfer capital stock of the Company to any entity or other person that wholly-owns the undersigned or any wholly-owned subsidiary of the undersigned or (ii) a partnership, the undersigned may Transfer capital stock of the Company to any partner of the undersigned, any entity or other person that wholly-owns the undersigned or any wholly-owned subsidiary of the undersigned; provided, however, that in each such case, it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further Transfer of such capital stock except in accordance with this Lock-Up Agreement, and provided further, that any such Transfer shall not involve a disposition for value. The undersigned now holds, and, except as contemplated by clause (i), (ii), (iii), (iv) or (v) above or the th ird paragraph below, for the duration of this Lock-Up Agreement will hold, the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever, except for any such liens, encumbrances, and claims arising from this Lock-Up Agreement. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

In addition, the restrictions in this Lock-Up Agreement shall not apply to (i) the establishment or modification of a trading plan that complies with Rule 10b5-1 promulgated under the Exchange Act; provided, that no sales are made pursuant to such trading plan during the Total Lock-Up Period, (ii) the sale of Shares or other securities by or on behalf of the undersigned pursuant to a trading plan established prior to the date of this Total Lock-Up Agreement that complies with Rule 10b5-1 promulgated under the Exchange Act; provided, that no modification is made to the formula, algorithm or computer program with respect to such trading plan during the Total Lock-up Period or (iii) Shares or other securities acquired in open market transactions after completion of the underwritten offering of the Shares.

For the avoidance of doubt, nothing in this Lock-Up Agreement shall prohibit, restrict or limit the undersigned, at any time, from acquiring, directly or indirectly, any Shares or any other securities of the Company or its subsidiaries, including securities convertible into, exchangeable for or that represent the right to receive Shares or any interest, beneficial or otherwise, in such Shares or securities.

Notwithstanding anything herein to the contrary, you acknowledge and agree that the undersigned (i) may already, beneficially own any securities of the Company through any existing accounts or existing agreements with any third parties, including any margin accounts, with any terms or arrangements contained therein, including with respect to security, pledge, collateral, margin and borrowing or otherwise, that the undersigned might have with any counter parties in connection therewith (“Existing Accounts”) and (ii) may beneficially own additional securities of the Company after the date hereof through such Existing Accounts.

This Lock-Up Agreement shall automatically terminate upon the earliest to occur, if any, of: (a) the date the Company advises you in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the offering of the Shares; (b) the termination of the Underwriting Agreement before the closing of the underwritten offering of the Shares; and (c) June 15, 2009, if the Underwriting Agreement has not been executed or the Final Prospectus has not been delivered by such date.

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering of the Shares. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

You acknowledge and agree that the undersigned and certain of their affiliates may be subject to certain disclosure obligations with respect to the matters contained in this Lock-Up Agreement pursuant to applicable law, regulation, rule, stock exchange requirement, self-regulatory body, supervisory authority, other applicable judicial or governmental order, legal process or otherwise (including, without limitation, any fiduciary or similar duties) (collectively, "Applicable Law") and that the undersigned and their affiliates may disclose the existence and contents of this Lock-Up Agreement in connection with any such Applicable Law.

[SIGNATURE PAGE FOLLOWS]

This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Very truly yours,

MHR INSTITUTIONAL PARTNERS II LP

MHR INSTITUTIONAL PARTNERS IIA LP

By: MHR Institutional Advisors II LLC

Its: General Partner

By: /s/ Hal Goldstein

Name: Hal Goldstein

Title: Vice President

MHR CAPITAL PARTNERS MASTER ACCOUNT LP

MHR CAPITAL PARTNERS (100) LP

By: MHR Advisors LLC

Its: General Partner

By: /s/ Hal Goldstein

Name: Hal Goldstein

Title: Vice President

MHR INSTITUTIONAL PARTNERS III LP

By: MHR Institutional Advisors III LLC

Its: General Partner

By: /s/ Hal Goldstein

Name: Hal Goldstein

Title: Vice President

EX-3 4 exh_3.htm LOCK-UP AGREEMENT, DATED AS OF MAY 28, 2009 Exhibit 3

Exhibit 3

EXECUTION VERSION

Leap Wireless International, Inc.

Lock-Up Agreement

May 28, 2009

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Re: Leap Wireless International, Inc. – Lock-Up Agreement

Ladies and Gentlemen:

voluntarily, file a report under Section 16(a) of the Exchange Act during the Total Lock-Up Period, but may do so after the expiration of the Total Lock-Up Period, (iii) to any trust for the direct or indirect benefit of the undersigned or any member(s) of the immediate family of the undersigned, provided, that the trustee of the trust agrees, on behalf of the trust, that the trust shall be bound in writing by the restrictions set forth herein, and provided further, that any such Transfer shall not involve a disposition for value, (iv) to an affiliate (as such term is defined in Rule 144(a) under the Securities Act of 1933, as amended), provided, that such affiliate agrees to be bound in writing by the restrictions set forth herein, or (v) with your prior written consent. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage o r adoption, not more remote than first cousin, or anyone residing in the undersigned’s home. In addition, notwithstanding anything herein to the contrary, if the undersigned is (i) a corporation, the undersigned may Transfer capital stock of the Company to any entity or other person that wholly-owns the undersigned or any wholly-owned subsidiary of the undersigned or (ii) a partnership, the undersigned may Transfer capital stock of the Company to any partner of the undersigned, any entity or other person that wholly-owns the undersigned or any wholly-owned subsidiary of the undersigned; provided, however, that in each such case, it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further Transfer of such capital stock except in accordance with this Lock-Up Agreement, and provided further, that any such Transfer shall not involve a disposition for value. The undersigned now holds, and, except as contemplated by clause (i), (ii), (iii), (iv) or (v) above or the third paragraph below, for the duration of this Lock-Up Agreement will hold, the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever, except for any such liens, encumbrances, and claims arising from this Lock-Up Agreement. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

[SIGNATURE PAGE FOLLOWS]

This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Very truly yours,

By: /s/ Hal Goldstein, Attorney in Fact

Mark H. Rachesky, M.D.

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