8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2003

Leap Wireless International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-29752	33-0811062
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer Identification No.)
of Incorporation)

10307 Pacific Center Court, San Diego, California	92121
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (858) 882-6000

TABLE OF CONTENTS

	Item 3. Bankruptcy or Receivership
	Item 7. Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 2.2
EXHIBIT 99.1

     This Current Report on Form 8-K is filed by Leap Wireless International, Inc., a Delaware corporation (“Leap” or the “Company”), in connection with the matters described herein.

Item 3. Bankruptcy or Receivership.

     On April 13, 2003 (the “Petition Date”), Leap, Cricket Communications, Inc., a Delaware corporation and wholly owned indirect subsidiary of the Company (“Cricket”), and substantially all of their subsidiaries (together with Leap and Cricket, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of California (the “Bankruptcy Court”) (Case Nos. 03-03470-All through 03-03535-All). Each of the Debtors has continued to manage its properties and operate its business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with Sections 1107(a) and 1108 of Chapter 11.

     On October 22, 2003, the Bankruptcy Court entered an order (the “Order”) confirming the Debtors’ Fifth Amended Joint Plan of Reorganization dated as of July 30, 2003 (the “Plan”). A copy of the Order is attached hereto as Exhibit 2.2 and incorporated herein by reference. A copy of the Plan is filed as Exhibit 2.1 to this Report and incorporated herein by reference. The Company intends to compile a version of the Plan that will include all technical amendments presented to and approved by the Bankruptcy Court in connection with the resolution of objections to and confirmation of the Plan, and will file that version of the Plan with an amendment to this Current Report once completed.

     Upon satisfaction of the conditions precedent to effectiveness of the Plan, including receipt of all required regulatory approvals from the Federal Communications Commission for the change of control of wireless licenses that will occur upon the Company’s emergence from bankruptcy (in form and substance reasonably acceptable to the informal committee of Cricket’s senior secured vendor debtholders), the Debtors will emerge from Chapter 11. However, there can be no assurance that the conditions precedent to effectiveness of the Plan will be satisfied or that the Plan will become effective on a timely basis.

     The Plan implements a comprehensive financial restructuring that significantly reduces the Debtors’ outstanding indebtedness. In connection with the Plan, the Debtors’ current long-term debt will be reduced from more than $2.4 billion to approximately $426 million as of the effective date of the Plan. Following is a summary of the material terms of the Plan:

     As of November 3, 2003 (the “Initial Distribution Date”) and regardless of whether or not the Plan becomes effective:

• Holders of allowed general unsecured claims against Leap, including the holders of Leap’s 12 ½% Senior Notes and 14 ½% Senior Discount Notes, received, on a pro rata basis, beneficial interests in a creditor trust (the “Leap Creditor Trust”). The initial trustee for the beneficiaries of the Leap Creditor Trust will be U.S. Bank National Association.

• The Leap Creditor Trust received a cash distribution in the amount of $67.8 million, consisting of substantially all of Leap’s unrestricted cash, less a reserve for administrative claims, priority claims and other expenses in the amount of approximately $16 million (which amount was agreed upon by the Debtors and the Leap Official Unsecured Creditors Committee prior to the Initial Distribution Date).

• Holders of Leap’s 12 ½% Senior Notes received promptly after the Initial Distribution Date a pro rata portion of approximately $200,000 in cash previously pledged to secure payments of interest to such noteholders. (On May 7, 2003, approximately $14.1 million of restricted cash that secured Leap’s obligations under its senior notes was distributed to the noteholders, as permitted by an order of the Bankruptcy Court.)

• The Plan also implemented, as of the Initial Distribution Date, the settlements and releases of all intercompany claims among the Debtors, as well as the settlements and releases by the Debtors, their estates, the holders of Leap general unsecured claims and the current and former holders of Cricket’s senior secured vendor debt (and administrative agents under such facilities) of all litigation claims that have been or may be asserted or filed by, through or in the name or right of any Debtor, including any and all derivative claims, (1) arising out of or related to transfers of cash or property from Leap to non-Leap Debtors or for the benefit of the current or former holders of Cricket’s senior secured vendor debt or the administrative agents, or (2) arising out of or related to the failure to transfer cash or property from Leap to any non-Leap Debtor or for the benefit of the current or former holders of Cricket’s senior secured vendor debt or the administrative agents. These releases are set forth in Section 5.05 of the Plan.

     On the effective date of the Plan:

• All of the outstanding shares of Leap common stock, warrants and options will be cancelled. The holders of Leap common stock, warrants and options will not receive any distributions under the Plan.

• Reorganized Leap will issue and contribute 96.5% of the issued and outstanding shares of new Leap common stock as of the effective date to Cricket Communications Holdings, Inc., a wholly owned subsidiary of Leap (“CCH”). CCH will contribute all of this new Leap common stock to reorganized Cricket for immediate distribution to holders of Cricket’s senior secured vendor debt claims.

• The holders of Cricket’s senior secured vendor debt claims will receive from Cricket, on a pro rata basis, 96.5% of the issued and outstanding shares of new Leap common stock as of the effective date, and new senior secured notes with an aggregate face value of $350 million.

• Reorganized Leap will issue and transfer (as applicable) to the Leap Creditor Trust: (1) 3.5% of the issued and outstanding shares of new Leap common stock as of the effective date, for distribution to the Leap general unsecured creditors, on a pro rata basis; and (2) other assets specified in the Plan which are to be liquidated by the Leap Creditor Trust with the cash proceeds thereof distributed to the holders of allowed Leap general unsecured claims. These assets include a note receivable of $35.0 million that is currently in dispute with Endesa S.A., nine wireless licenses, Leap’s equity interest in IAT Communications, Inc., certain causes of action and avoidance actions, certain potential tax refunds, and reimbursement of cash deposits previously made by Leap for contracts that will be assumed by reorganized Leap in connection with the bankruptcy proceedings.

• The executory contracts and unexpired leases that are being assumed by the reorganized Debtors in connection with the Plan generally will be assumed as of the effective date. Reorganized Cricket will pay all cure amounts associated with such contracts and leases, estimated by Cricket to be approximately $55 million in the aggregate.

• The holders of general unsecured claims against Cricket will receive de minimus or no distributions in respect of their claims. Holders of general unsecured claims against the other subsidiaries of Leap and Cricket will receive no distributions under the Plan.

Also on the effective date of the Plan, Leap, Cricket and their subsidiaries will undertake certain restructuring transactions intended to streamline their corporate structure:

• The common stock of Leap’s license holding company subsidiaries will be cancelled, and each reorganized license holding company will issue to reorganized Leap 100% of the issued and outstanding shares of common stock in the new license holding company.

• The common stock of Cricket’s property holding company subsidiaries will be cancelled, and each reorganized property holding company will issue to reorganized Cricket 100% of the issued and outstanding shares of common stock in the new property holding company.

• The common stock of Leap’s other subsidiaries (other than the license holding companies and property holding companies) will be cancelled, and each reorganized other subsidiary will issue to reorganized Leap 100% of the issued and outstanding shares of the common stock in the new other subsidiary.

• Reorganized Leap also will contribute all of the new license holding company common stock to CCH. CCH will then contribute all of such new license holding company common stock to reorganized Cricket. Following such contributions, CCH will be merged with and into Cricket in a “tax-free” reorganization in compliance with Section 368(a)(1)(G) of the Internal Revenue Code, pursuant to which the old CCH common stock will be converted into 100% of the issued and outstanding shares of new Cricket common stock. As a result, reorganized Leap will own 100% of the issued and outstanding shares of reorganized Cricket and each of the reorganized other subsidiaries, and reorganized Cricket will own 100% of the issued and outstanding shares of each of the reorganized license holding companies and the reorganized property holding companies.

     Following the effective date of the Plan, after satisfaction of all allowed administrative claims and allowed priority claims against Leap, any remaining cash held in reserve by Leap will be distributed to the Leap Creditor Trust. If any Leap Creditor Trust assets are converted to cash after the Initial Distribution Date but prior to the effective date of the Plan, the cash proceeds will be transferred to the Leap Creditor Trust as soon as practicable upon such monetization, even though the effective date under the Plan has not yet occurred.

     The directors of each of the Debtors will continue to serve in such capacities until and through the effective date of the Plan. As of the effective date of the Plan, the Company expects the new board of directors of reorganized Leap initially will consist of seven directors that have been designated by the informal committee of holders of Cricket’s senior secured vendor debt.

     The foregoing summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan and the Order, which are filed as Exhibits 2.1 and 2.2, respectively, to this Report.

     As of October 22, 2003, there were 58,704,224 shares of Leap common stock issued and outstanding. The existing common stock of Leap and all warrants and options to purchase Leap common stock will be cancelled on the effective date of the Plan, and the existing stockholders of Leap will not receive any distributions under the Plan. New equity securities in reorganized Leap will be distributed to creditors as provided for in the Plan.

     Information as to the assets and liabilities of the Company as of August 31, 2003, which is presented in the form in which it is furnished to the U.S. Trustee pursuant to the Company’s Chapter 11 proceedings, is filed as Exhibit 99.1 hereto and incorporated herein by reference.

     Except for the historical information contained herein, this Report contains “forward-looking statements” reflecting management’s current forecast of certain aspects of Leap’s future. Some forward-looking statements can be identified by forward-looking words such as “believe,” “think,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” and similar expressions. This Report is based on current information, which Leap has assessed but which by its nature is dynamic and subject to rapid and even abrupt changes. Leap’s actual results could differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with Leap’s business. Factors that could cause actual results to differ include, but are not limited to:

• Leap’s ability to obtain approval from the Federal Communications Commission (FCC) for the transfer of licenses associated with the change of control that will occur upon its emergence from bankruptcy, and Leap’s ability to implement the plan of reorganization;

• Leap’s ability to continue as a going concern;

• Leap’s ability to obtain Bankruptcy Court approval with respect to motions prosecuted by it in its Chapter 11 cases from time to time;

• risks associated with third parties seeking and obtaining Bankruptcy Court approval to convert the Chapter 11 cases of Leap, Cricket and substantially all of their subsidiaries to Chapter 7 cases if the plan is not consummated in a timely fashion;

• Leap’s ability to obtain and maintain normal terms with vendors and service providers;

• Leap’s ability to maintain contracts that are critical to its operations;

• the potential adverse impacts of the Chapter 11 cases on the liquidity or results of operations of Leap and Cricket;

• Leap’s ability to attract, motivate and/or retain key executives and other employees;

• Leap’s ability to attract and retain customers;

• the unsettled nature of the wireless market, service offerings of increasingly large bundles of minutes of use at increasingly low prices by some major carriers, other issues facing the telecommunications industry in general, and Leap’s announcement of restructuring discussions, and its subsequent Chapter 11 filing, which have created a level of uncertainty that adversely affects its ability to predict future customer growth, as well as other key operating metrics;

• changes in economic conditions that could adversely affect the market for wireless services;

• the acceptance of Leap’s product offering by its prospective customers;

• the effects of actions beyond Leap’s control in its distribution network;

• rulings or actions by courts or the FCC adversely affecting Leap’s rights to own and/or operate certain wireless licenses, or changes in Leap’s ownership that could adversely affect its status as an “entrepreneur” under FCC rules and regulations;

• Leap’s ability to maintain its cost, market penetration and pricing structure in the face of competition;

• failure of network systems to perform according to expectations;

• the effects of competition;

• global political unrest, including the threat or occurrence of war or acts of terrorism; and

• other factors detailed in the section entitled “Risk Factors” included in Leap’s Form 10-Q for the fiscal quarter ended June 30, 2003 and in its other Securities and Exchange Commission filings filed subsequent to this report.

     The forward-looking statements should be considered in the context of these risk factors. Investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements. Leap undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 7. Exhibits.

     (c)  Exhibits.

Exhibit
Number		Description of Exhibit
	2.1	Fifth Amended Joint Plan of Reorganization dated as of July 30, 2003. (1)
	2.2	Order Confirming Debtors’ Fifth Amended Joint Plan of Reorganization dated as of July 30, 2003. (2)
	99.1	Statement of Assets and Liabilities of the Company as of August 31, 2003. (2)

     (1)  Filed as Exhibit 2.1 to Leap’s Current Report on Form 8-K, dated July 30, 2003, filed with the SEC on August 11, 2003, and incorporated herein by reference.

     (2)  Filed herewith.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 6, 2003	LEAP WIRELESS INTERNATIONAL, INC.
	By:	/s/ HARVEY P. WHITE
		Harvey P. White
		Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number		Description of Exhibit
	2.1	Fifth Amended Joint Plan of Reorganization dated as of July 30, 2003. (1)
	2.2	Order Confirming Debtors’ Fifth Amended Joint Plan of Reorganization dated as of July 30, 2003. (2)
	99.1	Statement of Assets and Liabilities of the Company as of August 31, 2003. (2)

     (1)  Filed as Exhibit 2.1 to Leap’s Current Report on Form 8-K, dated July 30, 2003, filed with the SEC on August 11, 2003, and incorporated herein by reference.

     (2)  Filed herewith.

EX-2.2 3 a94283exv2w2.txt EXHIBIT 2.2 EXHIBIT 2.2 LATHAM & WATKINS LLP Michael S. Lurey (State Bar #048235) ENTERED 10/22/03 Robert A. Klyman (State Bar #142723) FILE Eric D. Brown (State Bar #211512) OCT 22 2003 633 West Fifth Street, Suite 4000 CLERK, U.S. BANKRUPTCY COURT Los Angeles, California 90071-2007 SOUTHERN DISTRICT OF CALIFORNIA Telephone: (213) 485-1234 BY DEPUTY Facsimile: (213) 891-8763 Counsel for Debtors and Debtors-in-Possession - ----------------------------------------------------- UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF CALIFORNIA 325 West "F" Street, San Diego, California 92101-6991 - -------------------------------------------------------------------------------- In re: Case Nos.: 03-3470-All through 03-3535-All LEAP WIRELESS INTERNATIONAL, INC., and CRICKET COMMUNICATIONS, INC., (Jointly Administered) et al., Debtors. Date of Hearing: September 30, 2003 Time of Hearing: 9:30 a.m. Name of Judge: Hon. Louise DeCarl Adler - -------------------------------------------------------------------------------- ORDER CONFIRMING DEBTORS' FIFTH AMENDED JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003 IT IS ORDERED THAT the relief sought as set forth on the continuation pages attached and numbered two (2) through seventeen (17) pages, is granted. Motion/Application Docket Entry No. 479. /s/ Louise DeCarl Adler DATED: 22 Oct 03 ----------------------------- Hon. Louise DeCarl Adler, U.S. Bankruptcy Judge Signature by the attorney constitutes a certification under Fed. R. of Bankr. P. 9011 that the relief in the order is the relief granted by the court. Submitted by: Latham & Watkins LLP - ------------------------------- By: Robert A. Klyman /s/ --------------------------- Counsel for Debtors and Debtors-in-Possession LATHAM & WATKINS LLP Michael S. Lurey (State Bar #048235) Robert A. Klyman (State Bar #142723) Eric D. Brown (State Bar #211512) 633 West Fifth Street, Suite 4000 Los Angeles, California 90071-2007 Facsimile: (213) 891-8763 Counsel for Debtors and Debtors-in-Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF CALIFORNIA In re | Case Nos.: 03-03470-A11 through | 03-03535-A11 LEAP WIRELESS INTERNATIONAL, INC., | and CRICKET COMMUNICATIONS, INC., et | (Jointly Administered) al., | | Chapter 11 Debtors. | | ORDER CONFIRMING | DEBTORS' FIFTH AMENDED JOINT | PLAN OF REORGANIZATION DATED | AS OF JULY 30, 2003 | Fed. Tax Id. Nos. 33-0811062 and 33-0879924 | CONFIRMATION HEARING | | Date: September 30, 2003 | Time: 9:30 a.m. | Place: Department 2 | | Judge: Hon. Louise DeCarl Adler | | - --------------------------------------------- This Court, at the above-captioned date and time, considered (i) the Fifth Amended Joint Plan of Reorganization Dated as of July 30, 2003 (the "Plan") filed by Leap Wireless International, Inc. ("Leap"), Cricket Communications, Inc. ("Cricket"), and certain of their subsidiaries and other affiliated entities, as debtors and debtors-in-possession in the above-captioned cases (collectively, the "Debtors"), (ii) the modifications to the Plan put on the record at the Confirmation Hearing or filed by the Debtors at or prior to the Confirmation Hearing, (iii) the documents, evidence and matters listed in the Second Amended Findings of Fact and Conclusions of Law re: Order Confirming Debtors' Fifth Amended Joint Plan of Reorganization Dated as of July 30, 2003, entered by this Court concurrently herewith (the "Findings and Conclusions"), (iv) the declarations and other evidence submitted in support of the Plan and (v) the arguments and evidence proffered at the Confirmation Hearing. There appeared at said hearing: Robert A. Klyman, of Latham & Watkins LLP, on behalf of the Debtors; Robert T. Schmidt and Matthew Williams of Kramer Levin Naftalis & Frankel LP, on behalf of the Creditors' Committee; Richard Baumfield and Paul Silverstein of Andrews Kurth, LLP, on behalf of the Informal Vendor Debt Committee, William Daniel Sullivan of Howrey Simon Arnold & White LLP, on behalf of MCG PCS, Inc., Tiffany L. Carroll on behalf of the U.S. Trustee, and other parties as noted on the record. Based on the record in these cases, the Findings and Conclusions entered contemporaneously herewith, and good cause and adequate notice appearing therefor, IT IS HEREBY ORDERED THAT: A. The Plan is CONFIRMED and approved in its entirety; to the extent there exists any conflict or discrepancy between the Plan and this Confirmation Order, this Confirmation Order shall control. The Debtors are hereby authorized to take all steps and do all things necessary to implement the Plan. B. The failure to reference or discuss any particular provision of the Plan in this Confirmation Order shall have no effect on this Court's approval and authorization of, or the validity, binding effect, and enforceability of, such provision; and each provision of the Plan is authorized and approved and shall have the same validity, binding effect, and enforceability as every other provision of the Plan, whether or not mentioned in this Confirmation Order. C. All objections to confirmation of the Plan that have not been withdrawn or otherwise resolved in the manner stated on the record or in papers filed with the Court are overruled. D. The Plan is hereby deemed modified pursuant to Section 1127(a) of the Bankruptcy Code and Section 11.03 of the Plan to reflect all Plan modifications filed by the Debtors at or prior to the Confirmation Hearing, as well as the following: 1. Section 2.01 of the Plan is amended to insert the following definition in its proper alphabetical order: "Intercompany Transfer Litigation Claims means any and all Litigation Claims that have been or may be asserted or filed by, through or in the name of or right of any Debtor, including any and all derivative claims, (i) arising out of or related to transfers of cash or property from Leap to any non-Leap Debtor or for the benefit of the current or former Holders of Old Vendor Debt (in the capacity as such Holder) or the current or former administrative agents under the Vendor Debt Facilities (in the capacity as such agent) or other Holders of Claims or Interests against or in any non-Leap Debtor, including for, inter alia, fraudulent transfers, preferences, equitable subordination and breach of fiduciary duty or (ii) arising out of or related to the failure to transfer cash or property from Leap to any non-Leap Debtor or for the benefit of the current or former Holders of Old Vendor Debt (in the capacity as such Holder) or current or former administrative agents under the Vendor Debt Facilities (in the capacity as such agent), or other Holders of Claims or Interests against or in any non-Leap Debtor, including for, inter alia, breach of contract." 2. Section 4.01 of the Plan is amended to insert the following sentences at the end of such Section: "In addition to the foregoing and without duplication, for so long as there is a dispute between the Debtors and BellSouth concerning the cure amount payable in connection with the assumption of executory contracts to which Bell South is a party, Cricket shall create a separate reserve for the full amount of the alleged cure amount pending resolution of such dispute (either by stipulation or court order). If a Debtor assumes an executory contract with an agency or instrumentality of the United States of America, the assumption of such contract shall be subject to the prior consent of the applicable government agency or instrumentality that is a party to such contract." 3. Section 5.05 of the Plan is amended in its entirety as follows: "SECTION 5.05 PRESERVATION OF CAUSES OF ACTION Except in any contract, instrument, release or other agreement entered into in connection with the Plan or as otherwise provided in the Plan (and subject to the following paragraph), in accordance with section 1123(b) of the Bankruptcy Code, each 3 Reorganized Debtor shall retain all Litigation Claims that each Debtor or the Estate may hold against any Person; provided, however, that Litigation Claims listed in Leap's Schedules, as well as any Eligible Leap Avoidance Actions and Eligible Leap Causes of Action, shall be transferred to the Leap Creditor Trust on the Effective Date. The Leap Creditor Trust Trustee shall have the rights prescribed in 11 U.S.C. 1123(b)(3)(B) to pursue or settle such Claims. In addition, the following causes of action and avoidance actions shall not be designated as "Materially Adverse Actions" and shall each be deemed Eligible Leap Avoidance Actions or Eligible Leap Causes of Action, as applicable: All of the Ongoing Litigation Matters listed on Exhibit "L" to the Disclosure Statement (with the exception of Cricket Communications v. City of Tuscon, which shall remain with Reorganized Leap); the derivative action filed by Steven Zawalick in the Supreme Court of the State of New York, Case No. 03600591; the adversary proceeding filed by Leap (1) against MCG PCS, Inc. and Michael Gelfand to avoid and recover transfer pursuant to 11 U.S.C. Sections 547 and 550, and (2) against MCG PCS, Inc. to subordinate claim pursuant to 11 U.S.C. Section 510 (Adversary Proceeding No. 03-90284-LA); the adversary proceeding filed by Leap against Endesa, S.A., a Spanish Corporation, seeking recovery on a promissory note (Adversary Proceeding No. 03-90388-LA); and the adversary proceeding filed against the American Wireless Creditors to subordinate claim pursuant to 11 U.S.C. Section 510. During the period (if any) subsequent to the Initial Distribution Date and prior to the Effective Date, but subject to the negotiation and execution of a customary joint defense agreement among the Debtors, the Official Committee and the Leap Creditor Trust Trustee, the Debtors shall provide the Official Committee and the 4 Leap Creditor Trust Trustee with all pleadings and relevant documentation in connection with Leap Litigation Claims and Eligible Leap Avoidance Actions, as well as periodic monthly updates as to progress of any litigation or formal or informal settlement offers in connection therewith. The Official Committee and the Leap Creditor Trust shall have the right to oversee and comment on such progress and any settlement proposals, and during such period, no Leap Litigation Claim or Eligible Leap Avoidance Actions will be settled before the Effective Date without the express written consent of the Official Committee. In addition, the Leap Creditor Trust Trustee and the Official Committee shall have standing to make a motion to the Court to settle or prosecute any such Litigation Claim or Eligible Leap Avoidance Action to the extent they deem appropriate. In addition, within 7 days prior to the Voting Deadline, the Debtors will File a schedule of Claims to which the Debtors, Reorganized Debtors or Leap Creditor Trust, as applicable, may object or challenge and of causes of action (including avoidance actions) that the Debtors or Reorganized Debtors may bring (the "Objection Schedule"). Within two business days following the date the Debtors File the Objection Schedule, the Debtors shall serve the Objection Schedule on all parties listed on the Objection Schedule. The Debtors reserve the right to amend the Objection Schedule at or prior to the Confirmation Hearing. The fact that an avoidance action, objection to Claim or cause of action is not listed on the Objection Schedule shall not preclude the Debtors, the Reorganized Debtors or the Leap Creditor Trust from bringing any such action or objection. Notwithstanding the foregoing, the Plan implements, as of the Initial Distribution Date, the Intercompany Releases and other settlements representing a global settlement of all (a) Intercompany Claims and (b) Intercompany Transfer Litigation Claims. The Plan is the product of months of investigation and negotiations among the Debtors, 5 their Estates, the Holders of Old Vendor Debt, the Informal Vendor Debt Committee, the Holders of Leap General Unsecured Claims and the Official Committee (including the Informal Noteholder Committee prior to the appointment of the Official Committee). In particular, in exchange for (i) the distributions made pursuant to the Plan and (ii) the full releases of Intercompany Claims and Intercompany Transfer Litigation Claims that might be asserted by the non-Leap Debtors, their Estates and/or the Holders of Old Vendor Debt, Leap, its Estate and the Holders of Leap General Unsecured Claims in such capacity hereby grant full releases of all Intercompany Claims and Intercompany Transfer Litigation Claims against the non-Leap Debtors, their Estates and the current and former Holders of Old Vendor Debt (in the capacity as such Holder) and the current and former administrative agents under the Vendor Debt Facilities (in the capacity as such agent) and other Holders of Claims or Interests against or in any non-Leap Debtor. Similarly, in exchange for the full releases of Intercompany Claims and Intercompany Transfer Litigation Claims that might be asserted by Leap, its Estate and/or the Holders of Leap General Unsecured Claims, each non-Leap Debtor, their Estates and the Holders of Old Vendor Debt in such capacity hereby grant full releases of all Intercompany Claims and Intercompany Transfer Litigation Claims against Leap and its Estate (and the Holders of Claims and Interests against or in Leap, including the Holders of Leap General Unsecured Claims). 6 Each such non-Leap Debtor, its Estate, all Holders of Claims or Interests against such non-Leap Debtors claiming through such non-Leap Debtors, and the current and former Holders of Old Vendor Debt (in the capacity as such Holder) and the current and former administrative agents under the Vendor Debt Facilities (in the capacity as such agent) hereby waive any right to seek recovery from any of the Leap Creditor Trust Assets in connection with such Claims, whether or not such Leap Creditor Trust Assets have been transferred to the Leap Creditor Trust as of the Initial Distribution Date. The effectiveness of the foregoing releases to former Holders of Old Vendor Debt (in the capacity as such Holder) and former administrative agents under the Vendor Debt Facilities (in the capacity as such agent) is expressly conditioned upon the granting of mutual releases of Intercompany Claims and Intercompany Transfer Litigation Claims by such parties to Leap, its Estate and the Holders of Leap General Unsecured Claims. If a former Holder of Old Vendor Debt (in the capacity as such Holder) or former administrative agent under the Vendor Debt Facilities (in the capacity as such agent) asserts any claim released hereunder against Leap, its Estate and the Holders of Leap General Unsecured Claims, such former Holder of Old Vendor Debt (in the capacity as such Holder) or former administrative agent under the Vendor Debt Facilities (in the capacity as such agent) shall not be entitled to the benefits of the releases described herein. The Plan constitutes a motion under Rule 9019 to compromise all such claims and no party who holds or could potentially be the beneficiary of such Intercompany Claims or Intercompany Transfer Litigation Claims shall have any standing or right to assert such claims following the Initial Distribution Date." 4. Section 5.09 of the Plan is amended in its entirety as follows: 7 "SECTION 5.09 DISCHARGE OF REORGANIZED DEBTORS AND INJUNCTION Except as otherwise provided in the Plan or the Confirmation Order: (i) on the Effective Date, each Reorganized Debtor shall be deemed discharged and released to the fullest extent permitted by section 1141 of the Bankruptcy Code from all Claims and Interests, including, but not limited to, demands, liabilities, Claims and Interests that arose before the Confirmation Date and all debts of the kind specified in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not: (A) a proof of Claim or proof of Interest based on such debt or Interest is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code, (B) a Claim or Interest based on such debt or Interest is allowed pursuant to section 502 of the Bankruptcy Code or (C) the Holder of a Claim or Interest based on such debt or Interest has accepted the Plan; and (ii) all Persons shall be precluded from asserting against each Reorganized Debtor, its successors, or its assets or properties any other or further Claims or Interests based upon any act or omission, transaction, or other activity of any kind or nature that occurred prior to the Confirmation Date. Except as otherwise provided in the Plan or the Confirmation Order, the Confirmation Order shall act as a discharge of any and all Claims against and all debts and liabilities of the Reorganized Debtors, as provided in sections 524 and 1141 of the Bankruptcy Code, and such discharge shall void any judgment against each Reorganized Debtor at any time obtained to the extent that it relates to a Claim discharged. Except as otherwise provided in the Plan or the Confirmation Order, all Persons that have held, currently hold or may hold a Claim or other debt or liability or an Interest or other right of such Holders, are permanently enjoined from taking any of the following actions on account of any such Claims, debts or liabilities or Interests or rights: (a) commencing or continuing in any manner any action or other proceeding against any of the Debtors 8 or Reorganized Debtors; (b) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order against any of the Debtors or Reorganized Debtors; (c) creating, perfecting or enforcing any Lien or encumbrance against any of the Debtors or Reorganized Debtors; (d) asserting a setoff, right of subrogation or recoupment of any kind against any obligation due to any of the Debtors or Reorganized Debtors; 9 and (e) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan. Any Person injured by any willful violation of such injunction shall recover actual damages, including costs and attorneys' fees, and, in appropriate circumstances, may recover punitive damages, from the willful violator. 5. A new section 5.09(a) shall be inserted as follows: The releases set forth in Section 5.09 do not extend to rights preserved by Lucent under the Lucent Settlement Agreement and Nortel under the Nortel Settlement Agreement to assert claims against the Debtors, to perfect any security interests as provided under such agreements or to exercise any rights under such agreements. 6. Section 6.03 of the Plan is amended to insert the following sentence at the end of such Section: "Notwithstanding any provision of the Plan to the contrary, including without limitation, Section 5.04 of the Plan, no provision of the Plan shall: (a) excuse the Debtors or any other party from their obligations under the Communications Act of 1934, as amended, or any regulation, rule or policy of the FCC; or (b) annul, alter, modify or otherwise limit he FCC's rights or authority over the Debtors or their FCC licenses. Accordingly, the Effective Date of the Plan is conditioned upon, among other things, the Debtors' obtaining all necessary regulatory approvals from the FCC, including without limitation, any approvals required in connection with the transfer or assignment of FCC licenses, in form and substance reasonably acceptable to the Informal Vendor Debt Committee." 7. Section 8.05(c) of the Plan is amended in its entirety as follows: "SECTION 8.05 DISPUTED CLAIMS; RESERVE AND ESTIMATIONS (c) Reserve for Leap Claims by the Leap Creditor Trust In accordance with the terms of the Leap Creditor Trust, and as more fully set forth therein, the Leap Creditor Trust Trustee shall be authorized to make distributions 10 to Holders of Allowed Leap Administrative Claims and Allowed Leap General Unsecured Claims from time to time. The total amount of Allowed Leap Administrative Claims and Allowed Leap General Unsecured Claims (and the value of certain of Leap assets and certain Leap Litigation Claims) may not be known until after certain distributions are made, either because certain Claims will be Disputed Claims or because those Claims will not have been made by their Holders prior to the Effective Date. As a result, the Leap Creditor Trust Trustee shall hold back from the distributions from the Leap Creditor Trust (as more fully described in the Leap Creditor Trust Agreement) reserves in respect of each Administrative Claim and Disputed Claim against Leap until such Claims are resolved (the "Reserve"), so that (i) each estimated Administrative Claim not otherwise fully reserved for by Leap is fully reserved for by the Leap Creditor Trust; and (ii) the total amount of all Allowed Leap General Unsecured Claims includes the sum of (A) the amount of each Disputed Claim (or the maximum amount of any such Disputed Claim as estimated by the Bankruptcy Court pursuant to Section 502(c) of the Bankruptcy Code, if less), and (B) potential rejection claims, in each case until such Claims are resolved. Distributions from the Leap Creditor Trust will be made only to the Holders of Claims that have been Allowed." 8. Article X of the Plan is amended to insert the following sentence at the end of such Article: (a) "Notwithstanding any provision of the Plan to the contrary, the Court shall not retain jurisdiction over any disputes regarding the FCC's Class 1B Claims against the License Holding Companies or the definition of "Reinstated" with respect to the FCC's Class 1B Claims against the License Holding Companies. The FCC shall have sole jurisdiction and authority as an administrative agency to resolve any such disputes; 11 provided that the Debtors fully reserve their rights to pursue any and all rights of review, rehearing, reconsideration, appeal or similar rights, whether administrative or judicial, available to them pursuant to the rules, regulations and policies of the FCC and to applicable law." E. Binding Effect. Pursuant to Section 1141 of the Bankruptcy Code, and except as expressly provided in the Plan or this Confirmation Order, the provisions of the Plan (including the exhibits to, and all documents and agreements executed pursuant to, the Plan) and this Confirmation Order shall be binding on (i) the Debtors, (ii) the Reorganized Debtors, (iii) all holders of Claims against and Interests in the Debtors, whether or not impaired under the Plan and whether or not, if impaired, such holder accepts the Plan, and (iv) each person acquiring property under the Plan. F. Contracts and Leases. On the Effective Date, all executory contracts and unexpired leases of the Estates shall be rejected by the Debtors pursuant to the provisions of Sections 365 and 1123 of the Bankruptcy Code, except for those executory contracts and nonresidential real property leases that (i) have already been assumed or rejected pursuant to an earlier Order of the Court, (ii) have an earlier rejection date pursuant to the Rejection Schedules (as amended through the date of the Confirmation Hearing), which date shall be the deemed date of such rejection, (iii) are to be assumed pursuant to the Plan or (iv) are the subject of a motion for such an Order pending as of the Confirmation Hearing. All contracts on the Assumption Schedules shall be deemed assumed as of the Effective Date or on such earlier date as may be identified on the Assumption Schedules. G. General Authorizations. Pursuant to Section 1142(b) of the Bankruptcy Code, the Debtors and the Reorganized Debtors and all other necessary parties are authorized and empowered to (a) execute and deliver any instrument, agreement or document and (b) perform any act that is necessary, desirable or required to effectuate or comply with the terms and conditions of the Plan and consummation of the Plan and the transactions contemplated therein, and are authorized and empowered, without limitation, to take all actions necessary or appropriate to enter into, implement, and consummate the contracts, instruments and other agreements or documents created in connection with the Plan. 12 H. Authorizations Under Applicable Non-Bankruptcy Law. The Debtors, Reorganized Debtors and the Leap Creditor Trust Trustee are authorized and empowered pursuant to Section 105 of the Bankruptcy Code to take any and all actions reasonably necessary to implement the transactions contemplated by the Plan and this Confirmation Order, all without further corporate action or action of the directors or stockholders of the Debtors or Reorganized Debtors, including, without limitation, the issuance of the New Leap Common Stock, New Cricket Common Stock, New License Holding Company Common Stock, New Property Holding Company Common Stock, New Other Subsidiary Common Stock, the New Senior Notes, the adoption of the Amended Debtor Certificates of Incorporation and the selection of the Persons who will serve as the initial directors and officers of the Reorganized Debtors as of the Effective Date, and other matters under the Plan involving the corporate structure of each Debtor or corporate action by each Debtor. Without limiting the foregoing, upon entry of this Confirmation Order, the Amended Debtor Certificates of Incorporation, and the filing by each Reorganized Debtor of its respective Amended Debtor Certificate of Incorporation, shall be authorized and approved in all respects. On the Effective Date or as soon thereafter as is practicable, pursuant to applicable law, the Amended Debtor Bylaws of each Debtor shall be the bylaws of each Reorganized Debtor (as applicable). The Board of Directors of Reorganized Leap is hereby authorized to select and appoint members of senior management of each of the Reorganized Debtors as of the Effective Date. I. Exemption from Transfer Taxes. Pursuant to Section 1146(c) of the Bankruptcy Code, the issuance, transfer, or exchange of notes or equity securities under the Plan, the creation of any mortgage, deed of trust, or other security interest, the making or assignment of any lease or sublease, or the making or delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with the Plan, including, without limitation, any agreements of consolidation, deeds, bills of sale or assignments executed in connection with any of the transactions contemplated under the Plan shall not be subject to any stamp, real estate transfer, mortgage recording or other similar tax. J. Professional Compensation and Reimbursement Claims. All professionals 13 or other Persons requesting compensation or reimbursement of expenses pursuant to any of Sections 327, 328, 330, 331, 503(b) and 1103 of the Bankruptcy Code for services rendered on or before the Effective Date (including, inter alia, any compensation requested by any professional or any other Person for making a substantial contribution in the Bankruptcy Cases) shall File and serve on each of the Reorganized Debtors, the Informal Vendor Debt Committee, and the Official Committee (or, if the Official Committee has disbanded, the Leap Creditor Trust Trustee) an application for final allowance of compensation and reimbursement of expenses no later than (i) sixty (60) days after the Effective Date, or (ii) such later date as this Court shall order upon application made prior to the end of such 60-day period. Objections to applications of professionals or other Persons for compensation or reimbursement of expenses must be Filed and served on the Reorganized Debtors, counsel for the Reorganized Debtors, the Informal Vendor Debt Committee, and the Official Committee (or, if the Official Committee has disbanded, the Leap Creditor Trust Trustee) and the professionals to whose application the objections are addressed on or before (i) thirty (30) days after such application is Filed and served or (ii) such later date as the Court shall order upon application made prior to the end of such 30-day period or upon agreement between the Reorganized Debtors (or the Leap Creditor Trust, if applicable) and the affected professional. Any professional fees and reimbursements of expenses incurred by the Reorganized Debtors and the Leap Creditor Trust subsequent to the Effective Date may be paid by the Reorganized Debtors and the Leap Creditor Trust, as applicable, without application to or Order of the Court. K. Payment of Fees. All fees payable by the Debtors on or before the Effective Date pursuant to 28 U.S.C. Section 1930 shall be paid by the Debtors and the Leap Creditor Trust, as applicable, on or before the Effective Date. L. Exemption from Securities Laws. The exemption from the requirements of Section 5 of the Securities Act of 1933, 15 U.S.C. Section 77e, and any state and local law requiring registration for the offer or sale of a security provided for in Section 1145 of the Bankruptcy Code shall apply to all securities issued pursuant to the Plan. Reorganized Leap is authorized to execute customary registration rights agreements with those entities not covered by Section 1145 14 should Reorganized Leap be a public company. M. Plan Supplement Documents. The Plan Supplement documents and any duly authorized amendments thereto in accordance with the Plan are hereby approved. N. Reserve. The Reserve described in Section 8.05 of the Plan and Sections 5.06(bb) and 6.02 of the Leap Creditor Trust shall be used to fund Distributions on account of Administrative Claims not fully reserved by Leap, Class 4 Disputed Claims against Leap that subsequently become Class 4 Allowed Claims against Leap, as well as any Class 4 Leap Claims that may arise out of the rejection of any Leap real estate leases and executory contracts (each a "Rejection Damage Claim"), and the amount of funds held in the Reserve as of the Initial Distribution Date shall be deemed adequate to the extent such amount is equal to the aggregate Pro Rata Distributions that would be distributed to Holders of Disputed Claims and Rejection Claims in the event that: (i) each Disputed Claim were allowed in full and (ii) the amount of Rejection Damage Claims Allowed against Leap were equal to twice the maximum estimated aggregate Allowed amount of Rejection Damage Claims as set forth in the Disclosure Statement. The Debtors, the Reorganized Debtors, the Official Committee, the Leap Trust Trustee and the Informal Vendor Debt Committee, and their respective officers, directors, lawyers, agents and other representatives shall have no liability if the reserves set forth under the Plan are inadequate to pay all Allowed Claims entitled to payment from such reserves. O. Settlements. The agreements, settlements, transactions and transfers implemented through the Plan including, without limitation, the settlements of Intercompany Claims and Intercompany Transfer Litigation Claims set forth in Section 5.05, are fair, equitable and reasonable, are entered into in good faith, are in the best interests of the Debtors, the Estate, the creditors and their shareholders, and help provide adequate means for implementing the Plan. P. Post-Confirmation Notices. Except as otherwise provided in the Plan and this Confirmation Order, notice of all subsequent pleadings in these Chapter 11 Cases shall be limited to counsel for the Debtors, counsel for the Official Committee, counsel to the Leap Creditor Trust, counsel to the Informal Vendor Debt Committee and the United States Trustee, unless otherwise specified in an Order by this Court. 15 Q. Applicable Non-Bankruptcy Law. Pursuant to Sections 1123(a) and 1142(a) of the Bankruptcy Code, the provisions of this Confirmation Order, the Plan, the Leap Creditor Trust Agreement or any amendments or modifications thereto shall apply and be enforceable notwithstanding any otherwise applicable nonbankruptcy law. R. The Leap Creditor Trust Agreement, as amended in "Exhibit A" to this Order, is hereby approved. In the event of any inconsistency between the Leap Creditor Trust Agreement and the Plan, the former shall control. S. Modified Stay of Confirmation Order. Bankruptcy Rule 3020(e) is not applicable to this Confirmation Order. This Confirmation Order shall be stayed for five business days after entry of the Confirmation Order (the "Stay Period"). Exception of this Confirmation Order from the ten (10) day stay imposed under Bankruptcy Rule 3020(e) is warranted because the prompt consummation of the Plan is in the best interests of the Debtors, the Estates, creditors and other parties in interest. Furthermore, the provisions of Federal Rule of Civil Procedure 62(a) and Bankruptcy Rule 7062 shall not apply to this Confirmation Order, and the Debtors are authorized to consummate the Plan following the Stay Period. Dated:_______________, 2003 ---------------------------------- The Honorable Louise DeCarl Adler United States Bankruptcy Judge 16 Submitted by: LATHAM & WATKINS LLP By: /s/ --------------------------- Robert A. Klyman Counsel for Debtors and Debtors-in-Possession Approved as to Form and Content: KRAMER LEVIN NAFTALIS & FRANKEL LP By: /s/ --------------------------- Robert Schmidt Attorneys for the Official Committee of Unsecured Creditors ANDREWS KURTH, LLP By: /s/ --------------------------- Richard Baumfield Attorneys for the Informal Vendor Debt Committee 17 EX-99.1 4 a94283exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 ASSETS AND LIABILITIES OF LEAP WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES The information in this exhibit is presented in the form in which it is furnished to the U.S. Trustee pursuant to the Company's Chapter 11 proceedings. The balance sheet of Leap Wireless International, Inc. includes information relating to the following debtors in addition to Leap, each of which is a wholly owned subsidiary of Leap: Backwire.com, Inc.; Telephone Entertainment Network, Inc.; Cricket Licensee III, Inc.; Cricket Licensee V, Inc.; Cricket Licensee VI, Inc.; Cricket Licensee VII, Inc.; Cricket Licensee VIII, Inc.; Cricket Licensee IX, Inc.; Cricket Licensee X, Inc.; Cricket Licensee XI, Inc.; Cricket Licensee XII, Inc.; MCG PCS Licensee Corporation, Inc.; Leap PCS Mexico, Inc.; and Orrengrove Investments Limited. The balance sheet of Cricket Communications, Inc. includes information relating to Cricket, the non-debtor subsidiaries of Cricket, and the following debtors, each of which is a wholly owned subsidiary of Cricket or a subsidiary of Leap whose assets are pledged as collateral to secure the obligations of Cricket to the senior secured creditors under Cricket's three senior secured vendor credit agreements: Cricket Licensee (Macon), Inc.; Cricket Licensee XIII, Inc.; Cricket Communications Holdings, Inc.; Cricket Licensee (North Carolina) Inc.; Cricket Licensee XIV, Inc.; Chasetel Real Estate Holding Company, Inc.; Cricket Licensee (Pittsburgh) Inc.; Cricket Licensee XV, Inc.; Cricket Alabama Property Company; Cricket Licensee (Reauction), Inc.; Cricket Licensee XVI, Inc.; Cricket Arizona Property Company; Cricket Indiana Property Company; Cricket Licensee XVII, Inc.; Cricket Arkansas Property Company; Cricket Kansas Property Company; Cricket Licensee XVIII, Inc.; Cricket California Property Company; Cricket Kentucky Property Company; Cricket Licensee XIX, Inc.; Cricket Colorado Property Company; Cricket Michigan Property Company; Cricket Licensee XX, Inc.; Cricket Florida Property Company; Cricket Minnesota Property Company; Cricket North Carolina Property Company; Cricket Georgia Property Company, Inc.; Cricket Mississippi Property Company; Cricket Ohio Property Company; Cricket Idaho Property Company; Cricket Nebraska Property Company; Cricket Oklahoma Property Company; Cricket Illinois Property Company; Cricket Nevada Property Company; Cricket Oregon Property Company; Chasetel Licensee Corp.; Cricket New Mexico Property Company; Cricket Pennsylvania Property Company; Cricket Licensee (Albany), Inc.; Cricket New York Property Company, Inc.; Cricket Texas Property Company; Cricket Licensee (Columbus), Inc.; Cricket Licensee I, Inc.; Cricket Utah Property Company; Cricket Licensee (Denver) Inc.; Cricket Licensee II, Inc.; Cricket Washington Property Company; Cricket Licensee (Lakeland) Inc.; Cricket Licensee IV, Inc.; Cricket Wisconsin Property Company; and Cricket Holdings Dayton, Inc. LEAP WIRELESS INTERNATIONAL, INC. - COMBINED BALANCE SHEET LEAP WIRELESS FINANCIALS PERIOD: AUG-03 CURRENCY USD [LEAP LOGO]

LEAP COMBINED LEAP COMBINED LEAP COMBINED POST-PETITION* TOTAL - ------------------------------------------------------------------------------------------------------------------------------ ASSETS CASH AND CASH EQUIVALENTS 47,095,504.04 0.00 47,095,504.04 SHORT-TERM INVESTMENTS 37,445,378.35 0.00 37,445,378.35 RESTRICTED CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS 199,121.71 0.00 199,121.71 INVENTORIES 0.00 0.00 0.00 OTHER CURRENT ASSETS 27,113,444.70 0.00 27,113,444.70 ----------------- ------------ ----------------- TOTAL CURRENT ASSETS 111,853,448.80 0.00 111,853,448.80 PROPERTY AND EQUIPMENT, NET 3,529,320.69 0.00 3,529,320.69 WIRELESS LICENSES, NET 1,798,900.12 0.00 1,798,900.12 GOODWILL, NET 0.00 0.00 0.00 OTHER INTANGIBLE ASSETS, NET 0.00 0.00 0.00 RESTRICTED INVESTMENTS 0.00 0.00 0.00 OTHER ASSETS (149,665,450.81) 0.00 (149,665,450.81) ----------------- ------------ ----------------- TOTAL ASSETS (32,483,781.20) 0.00 (32,483,781.20) ================= ============ ================= LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 5,958,073.13 2,032,589.98 7,990,663.11 CURRENT PORTION OF LONG-TERM DEBT 615,769,958.21 0.00 615,769,958.21 OTHER CURRENT LIABILITIES 1,581,288.91 0.00 1,581,288.91 ----------------- ------------ ----------------- TOTAL CURRENT LIABILITIES 623,309,320.25 2,032,589.98 625,341,910.23 LONG-TERM DEBT 0.00 0.00 0.00 OTHER LONG-TERM LIABILITIES 51,701,117.81 0.00 51,701,117.81 ----------------- ------------ ----------------- TOTAL LIABILITIES 675,010,438.06 2,032,589.98 677,043,028.04 ----------------- ------------ ----------------- STOCKHOLDER'S EQUITY (DEFICIT): PREFERRED STOCK COMMON STOCK 6,269.60 0.00 6,269.60 ADDITIONAL PAID-IN CAPITAL 1,155,732,709.57 0.00 1,155,732,709.57 UNEARNED STOCK-BASED COMPENSATION (61,992.88) 0.00 (61,992.88) ACCUMULATED DEFICIT (1,864,202,475.68) 0.00 (1,864,202,475.68) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (1,001,319.85) 0.00 (1,001,319.85) ----------------- ------------ ----------------- TOTAL STOCKHOLDER'S EQUITY (DEFICIT) (709,526,809.24) 0.00 (709,526,809.24) ----------------- ------------ ----------------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) (34,516,371.18) 2,032,589.98 (32,483,781.20) ================= ============ =================

*Presents post-petition accounts payable and accounts receivable only. CRICKET COMMUNICATIONS, INC. - COMBINED BALANCE SHEET** PERIOD: AUG-03 CURRENCY USD [LEAP LOGO]

CRICKET COMBINED CRICKET COMBINED CRICKET COMBINED POST-PETITION* TOTAL - ---------------------------------------------------------------------------------------------------------------------------- ASSETS CASH AND CASH EQUIVALENTS 120,312,063.08 0.00 120,312,063.08 SHORT-TERM INVESTMENTS 55,065,972.69 0.00 55,065,972.69 RESTRICTED CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS 11,981,948.94 0.00 11,981,948.94 INVENTORIES 17,910,363.53 0.00 17,910,363.53 OTHER CURRENT ASSETS 40,834,739.85 10,762,796.48 51,597,536.33 ----------------- ------------- ----------------- TOTAL CURRENT ASSETS 246,105,088.09 10,762,796.48 256,867,884.57 PROPERTY AND EQUIPMENT, NET 902,581,470.29 0.00 902,581,470.29 WIRELESS LICENSES, NET 557,630,831.43 0.00 557,630,831.43 GOODWILL, NET 0.00 0.00 0.00 OTHER INTANGIBLE ASSETS, NET 0.00 0.00 0.00 RESTRICTED INVESTMENTS 0.00 0.00 0.00 OTHER ASSETS 13,959,250.05 0.00 13,959,250.05 ----------------- ------------- ----------------- TOTAL ASSETS 1,720,276,639.86 10,762,796.48 1,731,039,436.34 ================= ============= ================= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 44,762,187.39 67,217,822.59 111,980,009.98 CURRENT PORTION OF LONG-TERM DEBT 1,715,685,414.74 0.00 1,715,685,414.74 OTHER CURRENT LIABILITIES 96,722,683.03 0.00 96,722,683.03 ----------------- ------------- ----------------- TOTAL CURRENT LIABILITIES 1,857,170,285.16 67,217,822.59 1,924,388,107.75 LONG-TERM DEBT 0.00 0.00 0.00 OTHER LONG-TERM LIABILITIES 37,867,683.91 0.00 37,867,683.91 ----------------- ------------- ----------------- TOTAL LIABILITIES 1,895,037,969.07 67,217,822.59 1,962,255,791.66 ----------------- ------------- ----------------- STOCKHOLDER'S EQUITY (DEFICIT): PREFERRED STOCK COMMON STOCK 0.00 0.00 0.00 ADDITIONAL PAID-IN CAPITAL 1,316,789,865.63 0.00 1,316,789,865.63 UNEARNED STOCK-BASED COMPENSATION 6,545.68 0.00 6,545.68 ACCUMULATED DEFICIT (1,547,159,974.76) 0.00 (1,547,159,974.76) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (852,791.87) 0.00 (852,791.87) ----------------- ------------- ----------------- TOTAL STOCKHOLDER'S EQUITY (DEFICIT) (231,216,355.32) 0.00 (231,216,355.32) ----------------- ------------- ----------------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) 1,663,821,613.75 67,217,822.59 1,731,039,436.34 ================= ============= =================

* Presents post-petition accounts payable and accrued liabilities and accounts receivable only. ** Also includes Cricket Communications, Inc. non-Debtor subsidiaries -----END PRIVACY-ENHANCED MESSAGE-----

EX-2.2

                                                                     EXHIBIT 2.2

LATHAM & WATKINS LLP
Michael S. Lurey (State Bar #048235)                  ENTERED 10/22/03
Robert A. Klyman (State Bar #142723)                         FILE
Eric D. Brown (State Bar #211512)                         OCT 22 2003
633 West Fifth Street, Suite 4000                 CLERK, U.S. BANKRUPTCY COURT
Los Angeles, California 90071-2007               SOUTHERN DISTRICT OF CALIFORNIA
Telephone: (213) 485-1234                          BY                  DEPUTY
Facsimile: (213) 891-8763
Counsel for Debtors and Debtors-in-Possession
- -----------------------------------------------------
            UNITED STATES BANKRUPTCY COURT
           SOUTHERN DISTRICT OF CALIFORNIA
325 West "F" Street, San Diego, California 92101-6991
- --------------------------------------------------------------------------------
In re:                                 Case Nos.: 03-3470-All
                                       through 03-3535-All
LEAP WIRELESS INTERNATIONAL, INC.,
and CRICKET COMMUNICATIONS, INC.,      (Jointly Administered)
et al.,
                          Debtors.     Date of Hearing: September 30, 2003
                                       Time of Hearing: 9:30 a.m.
                                       Name of Judge:   Hon. Louise DeCarl Adler
- --------------------------------------------------------------------------------

                                     ORDER
                CONFIRMING DEBTORS' FIFTH AMENDED JOINT PLAN OF
                    REORGANIZATION DATED AS OF JULY 30, 2003

         IT IS ORDERED THAT the relief sought as set forth on the continuation
pages attached and numbered two (2) through seventeen (17) pages, is granted.
Motion/Application Docket Entry No. 479.


                                                    /s/ Louise DeCarl Adler
DATED: 22 Oct 03                                   -----------------------------
                                                   Hon. Louise DeCarl Adler,
                                                   U.S. Bankruptcy Judge


Signature by the attorney constitutes a certification under Fed. R. of Bankr.
P. 9011 that the relief in the order is the relief granted by the court.


Submitted by:
Latham & Watkins LLP
- -------------------------------
By: Robert A. Klyman        /s/
    ---------------------------
    Counsel for Debtors and
    Debtors-in-Possession



LATHAM & WATKINS LLP
  Michael S. Lurey (State Bar #048235)
  Robert A. Klyman (State Bar #142723)
  Eric D. Brown (State Bar #211512)
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
Facsimile: (213) 891-8763

Counsel for
Debtors and Debtors-in-Possession


                         UNITED STATES BANKRUPTCY COURT

                        SOUTHERN DISTRICT OF CALIFORNIA

In re                                        |  Case Nos.: 03-03470-A11 through
                                             |  03-03535-A11
LEAP WIRELESS INTERNATIONAL, INC.,           |
and CRICKET COMMUNICATIONS, INC., et         |  (Jointly Administered)
al.,                                         |
                                             |   Chapter 11
           Debtors.                          |
                                             |   ORDER CONFIRMING
                                             |   DEBTORS' FIFTH AMENDED JOINT
                                             |   PLAN OF REORGANIZATION DATED
                                             |   AS OF JULY 30, 2003
                                             |
Fed. Tax Id. Nos. 33-0811062 and 33-0879924  |   CONFIRMATION HEARING
                                             |
                                             |   Date:  September 30, 2003
                                             |   Time:  9:30 a.m.
                                             |   Place: Department 2
                                             |
                                             |   Judge: Hon. Louise DeCarl Adler
                                             |
                                             |
- ---------------------------------------------

         This Court, at the above-captioned date and time, considered (i) the
Fifth Amended Joint Plan of Reorganization Dated as of July 30, 2003 (the
"Plan") filed by Leap Wireless International, Inc. ("Leap"), Cricket
Communications, Inc. ("Cricket"), and certain of their subsidiaries and other
affiliated entities, as debtors and debtors-in-possession in the above-captioned
cases (collectively, the "Debtors"), (ii) the modifications to the Plan put on
the record at the Confirmation Hearing or filed by the Debtors at or prior to
the Confirmation Hearing, (iii) the documents, evidence and matters listed in
the Second Amended Findings of Fact and Conclusions of Law re: Order Confirming
Debtors' Fifth Amended Joint Plan of Reorganization


Dated as of July 30, 2003, entered by this Court concurrently herewith (the
"Findings and Conclusions"), (iv) the declarations and other evidence submitted
in support of the Plan and (v) the arguments and evidence proffered at the
Confirmation Hearing. There appeared at said hearing: Robert A. Klyman, of
Latham & Watkins LLP, on behalf of the Debtors; Robert T. Schmidt and Matthew
Williams of Kramer Levin Naftalis & Frankel LP, on behalf of the Creditors'
Committee; Richard Baumfield and Paul Silverstein of Andrews Kurth, LLP, on
behalf of the Informal Vendor Debt Committee, William Daniel Sullivan of Howrey
Simon Arnold & White LLP, on behalf of MCG PCS, Inc., Tiffany L. Carroll on
behalf of the U.S. Trustee, and other parties as noted on the record. Based on
the record in these cases, the Findings and Conclusions entered
contemporaneously herewith, and good cause and adequate notice appearing
therefor, IT IS HEREBY ORDERED THAT:

     A.  The Plan is CONFIRMED and approved in its entirety; to the extent there
exists any conflict or discrepancy between the Plan and this Confirmation
Order, this Confirmation Order shall control. The Debtors are hereby authorized
to take all steps and do all things necessary to implement the Plan.

     B.  The failure to reference or discuss any particular provision of the
Plan in this Confirmation Order shall have no effect on this Court's approval
and authorization of, or the validity, binding effect, and enforceability of,
such provision; and each provision of the Plan is authorized and approved and
shall have the same validity, binding effect, and enforceability as every other
provision of the Plan, whether or not mentioned in this Confirmation Order.

     C.  All objections to confirmation of the Plan that have not been withdrawn
or otherwise resolved in the manner stated on the record or in papers filed
with the Court are overruled.

     D.  The Plan is hereby deemed modified pursuant to Section 1127(a) of the
Bankruptcy Code and Section 11.03 of the Plan to reflect all Plan modifications
filed by the Debtors at or prior to the Confirmation Hearing, as well as the
following:

  1. Section 2.01 of the Plan is amended to insert the following definition in
     its proper alphabetical order:



"Intercompany Transfer Litigation Claims means any and all Litigation Claims
                                         that have been or may be asserted or
                                         filed by, through or in the name of or
                                         right of any Debtor, including any and
                                         all derivative claims, (i) arising out
                                         of or related to transfers of cash or
                                         property from Leap to any non-Leap
                                         Debtor or for the benefit of the
                                         current or former Holders of Old Vendor
                                         Debt (in the capacity as such Holder)
                                         or the current or former administrative
                                         agents under the Vendor Debt Facilities
                                         (in the capacity as such agent) or
                                         other Holders of Claims or Interests
                                         against or in any non-Leap Debtor,
                                         including for, inter alia, fraudulent
                                         transfers, preferences, equitable
                                         subordination and breach of fiduciary
                                         duty or (ii) arising out of or related
                                         to the failure to transfer cash or
                                         property from Leap to any non-Leap
                                         Debtor or for the benefit of the
                                         current or former Holders of Old Vendor
                                         Debt (in the capacity as such Holder)
                                         or current or former administrative
                                         agents under the Vendor Debt Facilities
                                         (in the capacity as such agent), or
                                         other Holders of Claims or Interests
                                         against or in any non-Leap Debtor,
                                         including for, inter alia, breach of
                                         contract."

2.   Section 4.01 of the Plan is amended to insert the following sentences at
     the end of such Section:

     "In addition to the foregoing and without duplication, for so long as there
is a dispute between the Debtors and BellSouth concerning the cure amount
payable in connection with the assumption of executory contracts to which Bell
South is a party, Cricket shall create a separate reserve for the full amount of
the alleged cure amount pending resolution of such dispute (either by
stipulation or court order).

     If a Debtor assumes an executory contract with an agency or instrumentality
of the United States of America, the assumption of such contract shall be
subject to the prior consent of the applicable government agency or
instrumentality that is a party to such contract."

3.   Section 5.05 of the Plan is amended in its entirety as follows:

"SECTION 5.05 PRESERVATION OF CAUSES OF ACTION

     Except in any contract, instrument, release or other agreement entered into
in connection with the Plan or as otherwise provided in the Plan (and subject to
the following paragraph), in accordance with section 1123(b) of the Bankruptcy
Code, each

                                       3

Reorganized Debtor shall retain all Litigation Claims that each Debtor or the
Estate may hold against any Person; provided, however, that Litigation Claims
listed in Leap's Schedules, as well as any Eligible Leap Avoidance Actions and
Eligible Leap Causes of Action, shall be transferred to the Leap Creditor Trust
on the Effective Date. The Leap Creditor Trust Trustee shall have the rights
prescribed in 11 U.S.C. 1123(b)(3)(B) to pursue or settle such Claims. In
addition, the following causes of action and avoidance actions shall not be
designated as "Materially Adverse Actions" and shall each be deemed Eligible
Leap Avoidance Actions or Eligible Leap Causes of Action, as applicable: All of
the Ongoing Litigation Matters listed on Exhibit "L" to the Disclosure Statement
(with the exception of Cricket Communications v. City of Tuscon, which shall
remain with Reorganized Leap); the derivative action filed by Steven Zawalick in
the Supreme Court of the State of New York, Case No. 03600591; the adversary
proceeding filed by Leap (1) against MCG PCS, Inc. and Michael Gelfand to avoid
and recover transfer pursuant to 11 U.S.C. Sections 547 and 550, and (2) against
MCG PCS, Inc. to subordinate claim pursuant to 11 U.S.C. Section 510 (Adversary
Proceeding No. 03-90284-LA); the adversary proceeding filed by Leap against
Endesa, S.A., a Spanish Corporation, seeking recovery on a promissory note
(Adversary Proceeding No. 03-90388-LA); and the adversary proceeding filed
against the American Wireless Creditors to subordinate claim pursuant to 11
U.S.C. Section 510. During the period (if any) subsequent to the Initial
Distribution Date and prior to the Effective Date, but subject to the
negotiation and execution of a customary joint defense agreement among the
Debtors, the Official Committee and the Leap Creditor Trust Trustee, the Debtors
shall provide the Official Committee and the

                                       4

Leap Creditor Trust Trustee with all pleadings and relevant documentation in
connection with Leap Litigation Claims and Eligible Leap Avoidance Actions, as
well as periodic monthly updates as to progress of any litigation or formal or
informal settlement offers in connection therewith. The Official Committee and
the Leap Creditor Trust shall have the right to oversee and comment on such
progress and any settlement proposals, and during such period, no Leap
Litigation Claim or Eligible Leap Avoidance Actions will be settled before the
Effective Date without the express written consent of the Official Committee. In
addition, the Leap Creditor Trust Trustee and the Official Committee shall have
standing to make a motion to the Court to settle or prosecute any such
Litigation Claim or Eligible Leap Avoidance Action to the extent they deem
appropriate.

     In addition, within 7 days prior to the Voting Deadline, the Debtors will
File a schedule of Claims to which the Debtors, Reorganized Debtors or Leap
Creditor Trust, as applicable, may object or challenge and of causes of action
(including avoidance actions) that the Debtors or Reorganized Debtors may bring
(the "Objection Schedule"). Within two business days following the date the
Debtors File the Objection Schedule, the Debtors shall serve the Objection
Schedule on all parties listed on the Objection Schedule. The Debtors reserve
the right to amend the Objection Schedule at or prior to the Confirmation
Hearing. The fact that an avoidance action, objection to Claim or cause of
action is not listed on the Objection Schedule shall not preclude the Debtors,
the Reorganized Debtors or the Leap Creditor Trust from bringing any such
action or objection.

     Notwithstanding the foregoing, the Plan implements, as of the Initial
Distribution Date, the Intercompany Releases and other settlements representing
a global settlement of all (a) Intercompany Claims and (b) Intercompany
Transfer Litigation Claims. The Plan is the product of months of investigation
and negotiations among the Debtors,

                                       5

their Estates, the Holders of Old Vendor Debt, the Informal Vendor Debt
Committee, the Holders of Leap General Unsecured Claims and the Official
Committee (including the Informal Noteholder Committee prior to the appointment
of the Official Committee). In particular, in exchange for (i) the distributions
made pursuant to the Plan and (ii) the full releases of Intercompany Claims and
Intercompany Transfer Litigation Claims that might be asserted by the non-Leap
Debtors, their Estates and/or the Holders of Old Vendor Debt, Leap, its Estate
and the Holders of Leap General Unsecured Claims in such capacity hereby grant
full releases of all Intercompany Claims and Intercompany Transfer Litigation
Claims against the non-Leap Debtors, their Estates and the current and former
Holders of Old Vendor Debt (in the capacity as such Holder) and the current and
former administrative agents under the Vendor Debt Facilities (in the capacity
as such agent) and other Holders of Claims or Interests against or in any
non-Leap Debtor. Similarly, in exchange for the full releases of Intercompany
Claims and Intercompany Transfer Litigation Claims that might be asserted by
Leap, its Estate and/or the Holders of Leap General Unsecured Claims, each
non-Leap Debtor, their Estates and the Holders of Old Vendor Debt in such
capacity hereby grant full releases of all Intercompany Claims and Intercompany
Transfer Litigation Claims against Leap and its Estate (and the Holders of
Claims and Interests against or in Leap, including the Holders of Leap General
Unsecured Claims).

                                       6

Each such non-Leap Debtor, its Estate, all Holders of Claims or Interests
against such non-Leap Debtors claiming through such non-Leap Debtors, and the
current and former Holders of Old Vendor Debt (in the capacity as such Holder)
and the current and former administrative agents under the Vendor Debt
Facilities (in the capacity as such agent) hereby waive any right to seek
recovery from any of the Leap Creditor Trust Assets in connection with such
Claims, whether or not such Leap Creditor Trust Assets have been transferred to
the Leap Creditor Trust as of the Initial Distribution Date. The effectiveness
of the foregoing releases to former Holders of Old Vendor Debt (in the capacity
as such Holder) and former administrative agents under the Vendor Debt
Facilities (in the capacity as such agent) is expressly conditioned upon the
granting of mutual releases of Intercompany Claims and Intercompany Transfer
Litigation Claims by such parties to Leap, its Estate and the Holders of Leap
General Unsecured Claims. If a former Holder of Old Vendor Debt (in the capacity
as such Holder) or former administrative agent under the Vendor Debt Facilities
(in the capacity as such agent) asserts any claim released hereunder against
Leap, its Estate and the Holders of Leap General Unsecured Claims, such former
Holder of Old Vendor Debt (in the capacity as such Holder) or former
administrative agent under the Vendor Debt Facilities (in the capacity as such
agent) shall not be entitled to the benefits of the releases described herein.

     The Plan constitutes a motion under Rule 9019 to compromise all such
claims and no party who holds or could potentially be the beneficiary of such
Intercompany Claims or Intercompany Transfer Litigation Claims shall have any
standing or right to assert such claims following the Initial Distribution
Date."

4.   Section 5.09 of the Plan is amended in its entirety as follows:

                                       7

"SECTION 5.09 DISCHARGE OF REORGANIZED DEBTORS AND INJUNCTION

     Except as otherwise provided in the Plan or the Confirmation Order: (i) on
the Effective Date, each Reorganized Debtor shall be deemed discharged and
released to the fullest extent permitted by section 1141 of the Bankruptcy Code
from all Claims and Interests, including, but not limited to, demands,
liabilities, Claims and Interests that arose before the Confirmation Date and
all debts of the kind specified in sections 502(g), 502(h) or 502(i) of the
Bankruptcy Code, whether or not: (A) a proof of Claim or proof of Interest based
on such debt or Interest is Filed or deemed Filed pursuant to section 501 of the
Bankruptcy Code, (B) a Claim or Interest based on such debt or Interest is
allowed pursuant to section 502 of the Bankruptcy Code or (C) the Holder of a
Claim or Interest based on such debt or Interest has accepted the Plan; and (ii)
all Persons shall be precluded from asserting against each Reorganized Debtor,
its successors, or its assets or properties any other or further Claims or
Interests based upon any act or omission, transaction, or other activity of any
kind or nature that occurred prior to the Confirmation Date. Except as otherwise
provided in the Plan or the Confirmation Order, the Confirmation Order shall act
as a discharge of any and all Claims against and all debts and liabilities of
the Reorganized Debtors, as provided in sections 524 and 1141 of the Bankruptcy
Code, and such discharge shall void any judgment against each Reorganized Debtor
at any time obtained to the extent that it relates to a Claim discharged.

     Except as otherwise provided in the Plan or the Confirmation Order, all
Persons that have held, currently hold or may hold a Claim or other debt or
liability or an Interest or other right of such Holders, are permanently
enjoined from taking any of the following actions on account of any such
Claims, debts or liabilities or Interests or rights: (a) commencing or
continuing in any manner any action or other proceeding against any of the
Debtors

                                       8

or Reorganized Debtors; (b) enforcing, attaching, collecting or recovering in
any manner any judgment, award, decree or order against any of the Debtors or
Reorganized Debtors; (c) creating, perfecting or enforcing any Lien or
encumbrance against any of the Debtors or Reorganized Debtors; (d) asserting a
setoff, right of subrogation or recoupment of any kind against any obligation
due to any of the Debtors or Reorganized Debtors;

                                       9



and (e) commencing or continuing any action, in any manner, in any place that
does not comply with or is inconsistent with the provisions of the Plan.

     Any Person injured by any willful violation of such injunction shall
recover actual damages, including costs and attorneys' fees, and, in appropriate
circumstances, may recover punitive damages, from the willful violator.

5.   A new section 5.09(a) shall be inserted as follows:

     The releases set forth in Section 5.09 do not extend to rights preserved by
Lucent under the Lucent Settlement Agreement and Nortel under the Nortel
Settlement Agreement to assert claims against the Debtors, to perfect any
security interests as provided under such agreements or to exercise any rights
under such agreements.

6.   Section 6.03 of the Plan is amended to insert the following sentence at the
     end of such Section:

     "Notwithstanding any provision of the Plan to the contrary, including
without limitation, Section 5.04 of the Plan, no provision of the Plan shall:
(a) excuse the Debtors or any other party from their obligations under the
Communications Act of 1934, as amended, or any regulation, rule or policy of the
FCC; or (b) annul, alter, modify or otherwise limit he FCC's rights or authority
over the Debtors or their FCC licenses. Accordingly, the Effective Date of the
Plan is conditioned upon, among other things, the Debtors' obtaining all
necessary regulatory approvals from the FCC, including without limitation, any
approvals required in connection with the transfer or assignment of FCC
licenses, in form and substance reasonably acceptable to the Informal Vendor
Debt Committee."

7.   Section 8.05(c) of the Plan is amended in its entirety as follows:

"SECTION 8.05 DISPUTED CLAIMS; RESERVE AND ESTIMATIONS

     (c)  Reserve for Leap Claims by the Leap Creditor Trust

          In accordance with the terms of the Leap Creditor Trust, and as more
fully set forth therein, the Leap Creditor Trust Trustee shall be authorized to
make distributions


                                       10

to Holders of Allowed Leap Administrative Claims and Allowed Leap General
Unsecured Claims from time to time. The total amount of Allowed Leap
Administrative Claims and Allowed Leap General Unsecured Claims (and the value
of certain of Leap assets and certain Leap Litigation Claims) may not be known
until after certain distributions are made, either because certain Claims will
be Disputed Claims or because those Claims will not have been made by their
Holders prior to the Effective Date. As a result, the Leap Creditor Trust
Trustee shall hold back from the distributions from the Leap Creditor Trust (as
more fully described in the Leap Creditor Trust Agreement) reserves in respect
of each Administrative Claim and Disputed Claim against Leap until such Claims
are resolved (the "Reserve"), so that (i) each estimated Administrative Claim
not otherwise fully reserved for by Leap is fully reserved for by the Leap
Creditor Trust; and (ii) the total amount of all Allowed Leap General Unsecured
Claims includes the sum of (A) the amount of each Disputed Claim (or the
maximum amount of any such Disputed Claim as estimated by the Bankruptcy Court
pursuant to Section 502(c) of the Bankruptcy Code, if less), and (B) potential
rejection claims, in each case until such Claims are resolved. Distributions
from the Leap Creditor Trust will be made only to the Holders of Claims that
have been Allowed."

8.   Article X of the Plan is amended to insert the following sentence at the
     end of such Article:

     (a)  "Notwithstanding any provision of the Plan to the contrary, the
Court shall not retain jurisdiction over any disputes regarding the FCC's Class
1B Claims against the License Holding Companies or the definition of
"Reinstated" with respect to the FCC's Class 1B Claims against the License
Holding Companies. The FCC shall have sole jurisdiction and authority as an
administrative agency to resolve any such disputes;


                                       11

     provided that the Debtors fully reserve their rights to pursue any and all
     rights of review, rehearing, reconsideration, appeal or similar rights,
     whether administrative or judicial, available to them pursuant to the
     rules, regulations and policies of the FCC and to applicable law."

     E.   Binding Effect. Pursuant to Section 1141 of the Bankruptcy Code, and
except as expressly provided in the Plan or this Confirmation Order, the
provisions of the Plan (including the exhibits to, and all documents and
agreements executed pursuant to, the Plan) and this Confirmation Order shall be
binding on (i) the Debtors, (ii) the Reorganized Debtors, (iii) all holders of
Claims against and Interests in the Debtors, whether or not impaired under the
Plan and whether or not, if impaired, such holder accepts the Plan, and (iv)
each person acquiring property under the Plan.

     F.   Contracts and Leases. On the Effective Date, all executory contracts
and unexpired leases of the Estates shall be rejected by the Debtors pursuant
to the provisions of Sections 365 and 1123 of the Bankruptcy Code, except for
those executory contracts and nonresidential real property leases that (i) have
already been assumed or rejected pursuant to an earlier Order of the Court,
(ii) have an earlier rejection date pursuant to the Rejection Schedules (as
amended through the date of the Confirmation Hearing), which date shall be the
deemed date of such rejection, (iii) are to be assumed pursuant to the Plan or
(iv) are the subject of a motion for such an Order pending as of the
Confirmation Hearing. All contracts on the Assumption Schedules shall be deemed
assumed as of the Effective Date or on such earlier date as may be identified
on the Assumption Schedules.

     G.   General Authorizations. Pursuant to Section 1142(b) of the Bankruptcy
Code, the Debtors and the Reorganized Debtors and all other necessary parties
are authorized and empowered to (a) execute and deliver any instrument,
agreement or document and (b) perform any act that is necessary, desirable or
required to effectuate or comply with the terms and conditions of the Plan and
consummation of the Plan and the transactions contemplated therein, and are
authorized and empowered, without limitation, to take all actions necessary or
appropriate to enter into, implement, and consummate the contracts, instruments
and other agreements or documents created in connection with the Plan.



                                       12

     H.   Authorizations Under Applicable Non-Bankruptcy Law. The Debtors,
Reorganized Debtors and the Leap Creditor Trust Trustee are authorized and
empowered pursuant to Section 105 of the Bankruptcy Code to take any and all
actions reasonably necessary to implement the transactions contemplated by the
Plan and this Confirmation Order, all without further corporate action or
action of the directors or stockholders of the Debtors or Reorganized Debtors,
including, without limitation, the issuance of the New Leap Common Stock, New
Cricket Common Stock, New License Holding Company Common Stock, New Property
Holding Company Common Stock, New Other Subsidiary Common Stock, the New Senior
Notes, the adoption of the Amended Debtor Certificates of Incorporation and the
selection of the Persons who will serve as the initial directors and officers
of the Reorganized Debtors as of the Effective Date, and other matters under
the Plan involving the corporate structure of each Debtor or corporate action
by each Debtor. Without limiting the foregoing, upon entry of this Confirmation
Order, the Amended Debtor Certificates of Incorporation, and the filing by each
Reorganized Debtor of its respective Amended Debtor Certificate of
Incorporation, shall be authorized and approved in all respects. On the
Effective Date or as soon thereafter as is practicable, pursuant to applicable
law, the Amended Debtor Bylaws of each Debtor shall be the bylaws of each
Reorganized Debtor (as applicable). The Board of Directors of Reorganized Leap
is hereby authorized to select and appoint members of senior management of each
of the Reorganized Debtors as of the Effective Date.

     I.   Exemption from Transfer Taxes. Pursuant to Section 1146(c) of the
Bankruptcy Code, the issuance, transfer, or exchange of notes or equity
securities under the Plan, the creation of any mortgage, deed of trust, or
other security interest, the making or assignment of any lease or sublease, or
the making or delivery of any deed or other instrument of transfer under, in
furtherance of, or in connection with the Plan, including, without limitation,
any agreements of consolidation, deeds, bills of sale or assignments executed
in connection with any of the transactions contemplated under the Plan shall
not be subject to any stamp, real estate transfer, mortgage recording or other
similar tax.

     J.   Professional Compensation and Reimbursement Claims. All professionals



                                       13

or other Persons requesting compensation or reimbursement of expenses pursuant
to any of Sections 327, 328, 330, 331, 503(b) and 1103 of the Bankruptcy Code
for services rendered on or before the Effective Date (including, inter alia,
any compensation requested by any professional or any other Person for making a
substantial contribution in the Bankruptcy Cases) shall File and serve on each
of the Reorganized Debtors, the Informal Vendor Debt Committee, and the
Official Committee (or, if the Official Committee has disbanded, the Leap
Creditor Trust Trustee) an application for final allowance of compensation and
reimbursement of expenses no later than (i) sixty (60) days after the Effective
Date, or (ii) such later date as this Court shall order upon application made
prior to the end of such 60-day period. Objections to applications of
professionals or other Persons for compensation or reimbursement of expenses
must be Filed and served on the Reorganized Debtors, counsel for the
Reorganized Debtors, the Informal Vendor Debt Committee, and the Official
Committee (or, if the Official Committee has disbanded, the Leap Creditor Trust
Trustee) and the professionals to whose application the objections are
addressed on or before (i) thirty (30) days after such application is Filed and
served or (ii) such later date as the Court shall order upon application made
prior to the end of such 30-day period or upon agreement between the
Reorganized Debtors (or the Leap Creditor Trust, if applicable) and the
affected professional. Any professional fees and reimbursements of expenses
incurred by the Reorganized Debtors and the Leap Creditor Trust subsequent to
the Effective Date may be paid by the Reorganized Debtors and the Leap Creditor
Trust, as applicable, without application to or Order of the Court.

     K. Payment of Fees. All fees payable by the Debtors on or before the
Effective Date pursuant to 28 U.S.C. Section 1930 shall be paid by the Debtors
and the Leap Creditor Trust, as applicable, on or before the Effective Date.

     L. Exemption from Securities Laws. The exemption from the requirements of
Section 5 of the Securities Act of 1933, 15 U.S.C. Section 77e, and any state
and local law requiring registration for the offer or sale of a security
provided for in Section 1145 of the Bankruptcy Code shall apply to all
securities issued pursuant to the Plan. Reorganized Leap is authorized to
execute customary registration rights agreements with those entities not
covered by Section 1145


                                        14

should Reorganized Leap be a public company.

          M. Plan Supplement Documents. The Plan Supplement documents and any
duly authorized amendments thereto in accordance with the Plan are hereby
approved.

          N. Reserve. The Reserve described in Section 8.05 of the Plan and
Sections 5.06(bb) and 6.02 of the Leap Creditor Trust shall be used to fund
Distributions on account of Administrative Claims not fully reserved by Leap,
Class 4 Disputed Claims against Leap that subsequently become Class 4 Allowed
Claims against Leap, as well as any Class 4 Leap Claims that may arise out of
the rejection of any Leap real estate leases and executory contracts (each a
"Rejection Damage Claim"), and the amount of funds held in the Reserve as of the
Initial Distribution Date shall be deemed adequate to the extent such amount is
equal to the aggregate Pro Rata Distributions that would be distributed to
Holders of Disputed Claims and Rejection Claims in the event that: (i) each
Disputed Claim were allowed in full and (ii) the amount of Rejection Damage
Claims Allowed against Leap were equal to twice the maximum estimated aggregate
Allowed amount of Rejection Damage Claims as set forth in the Disclosure
Statement. The Debtors, the Reorganized Debtors, the Official Committee, the
Leap Trust Trustee and the Informal Vendor Debt Committee, and their respective
officers, directors, lawyers, agents and other representatives shall have no
liability if the reserves set forth under the Plan are inadequate to pay all
Allowed Claims entitled to payment from such reserves.

          O. Settlements. The agreements, settlements, transactions and
transfers implemented through the Plan including, without limitation, the
settlements of Intercompany Claims and Intercompany Transfer Litigation Claims
set forth in Section 5.05, are fair, equitable and reasonable, are entered into
in good faith, are in the best interests of the Debtors, the Estate, the
creditors and their shareholders, and help provide adequate means for
implementing the Plan.

          P. Post-Confirmation Notices. Except as otherwise provided in the
Plan and this Confirmation Order, notice of all subsequent pleadings in these
Chapter 11 Cases shall be limited to counsel for the Debtors, counsel for the
Official Committee, counsel to the Leap Creditor Trust, counsel to the Informal
Vendor Debt Committee and the United States Trustee, unless otherwise specified
in an Order by this Court.

                                       15

          Q. Applicable Non-Bankruptcy Law. Pursuant to Sections 1123(a) and
1142(a) of the Bankruptcy Code, the provisions of this Confirmation Order, the
Plan, the Leap Creditor Trust Agreement or any amendments or modifications
thereto shall apply and be enforceable notwithstanding any otherwise applicable
nonbankruptcy law.

          R. The Leap Creditor Trust Agreement, as amended in "Exhibit A" to
this Order, is hereby approved. In the event of any inconsistency between the
Leap Creditor Trust Agreement and the Plan, the former shall control.

          S. Modified Stay of Confirmation Order. Bankruptcy Rule 3020(e) is not
applicable to this Confirmation Order. This Confirmation Order shall be stayed
for five business days after entry of the Confirmation Order (the "Stay
Period"). Exception of this Confirmation Order from the ten (10) day stay
imposed under Bankruptcy Rule 3020(e) is warranted because the prompt
consummation of the Plan is in the best interests of the Debtors, the Estates,
creditors and other parties in interest. Furthermore, the provisions of Federal
Rule of Civil Procedure 62(a) and Bankruptcy Rule 7062 shall not apply to this
Confirmation Order, and the Debtors are authorized to consummate the Plan
following the Stay Period.

Dated:_______________, 2003

                                       ----------------------------------
                                       The Honorable Louise DeCarl Adler
                                         United States Bankruptcy Judge

                                       16

Submitted by:

LATHAM & WATKINS LLP

By: /s/
   ---------------------------
   Robert A. Klyman
   Counsel for Debtors and
   Debtors-in-Possession

Approved as to Form and Content:

KRAMER LEVIN NAFTALIS & FRANKEL LP

By: /s/
   ---------------------------
   Robert Schmidt
   Attorneys for the Official Committee of Unsecured Creditors


ANDREWS KURTH, LLP

By: /s/
   ---------------------------
   Richard Baumfield
   Attorneys for the Informal Vendor Debt Committee

                                       17

EX-99.1

                                                                    EXHIBIT 99.1

  ASSETS AND LIABILITIES OF LEAP WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES

         The information in this exhibit is presented in the form in which it is
furnished to the U.S. Trustee pursuant to the Company's Chapter 11 proceedings.

         The balance sheet of Leap Wireless International, Inc. includes
information relating to the following debtors in addition to Leap, each of which
is a wholly owned subsidiary of Leap: Backwire.com, Inc.; Telephone
Entertainment Network, Inc.; Cricket Licensee III, Inc.; Cricket Licensee V,
Inc.; Cricket Licensee VI, Inc.; Cricket Licensee VII, Inc.; Cricket Licensee
VIII, Inc.; Cricket Licensee IX, Inc.; Cricket Licensee X, Inc.; Cricket
Licensee XI, Inc.; Cricket Licensee XII, Inc.; MCG PCS Licensee Corporation,
Inc.; Leap PCS Mexico, Inc.; and Orrengrove Investments Limited.

         The balance sheet of Cricket Communications, Inc. includes information
relating to Cricket, the non-debtor subsidiaries of Cricket, and the following
debtors, each of which is a wholly owned subsidiary of Cricket or a subsidiary
of Leap whose assets are pledged as collateral to secure the obligations of
Cricket to the senior secured creditors under Cricket's three senior secured
vendor credit agreements: Cricket Licensee (Macon), Inc.; Cricket Licensee XIII,
Inc.; Cricket Communications Holdings, Inc.; Cricket Licensee (North Carolina)
Inc.; Cricket Licensee XIV, Inc.; Chasetel Real Estate Holding Company, Inc.;
Cricket Licensee (Pittsburgh) Inc.; Cricket Licensee XV, Inc.; Cricket Alabama
Property Company; Cricket Licensee (Reauction), Inc.; Cricket Licensee XVI,
Inc.; Cricket Arizona Property Company; Cricket Indiana Property Company;
Cricket Licensee XVII, Inc.; Cricket Arkansas Property Company; Cricket Kansas
Property Company; Cricket Licensee XVIII, Inc.; Cricket California Property
Company; Cricket Kentucky Property Company; Cricket Licensee XIX, Inc.; Cricket
Colorado Property Company; Cricket Michigan Property Company; Cricket Licensee
XX, Inc.; Cricket Florida Property Company; Cricket Minnesota Property Company;
Cricket North Carolina Property Company; Cricket Georgia Property Company, Inc.;
Cricket Mississippi Property Company; Cricket Ohio Property Company; Cricket
Idaho Property Company; Cricket Nebraska Property Company; Cricket Oklahoma
Property Company; Cricket Illinois Property Company; Cricket Nevada Property
Company; Cricket Oregon Property Company; Chasetel Licensee Corp.; Cricket New
Mexico Property Company; Cricket Pennsylvania Property Company; Cricket Licensee
(Albany), Inc.; Cricket New York Property Company, Inc.; Cricket Texas Property
Company; Cricket Licensee (Columbus), Inc.; Cricket Licensee I, Inc.; Cricket
Utah Property Company; Cricket Licensee (Denver) Inc.; Cricket Licensee II,
Inc.; Cricket Washington Property Company; Cricket Licensee (Lakeland) Inc.;
Cricket Licensee IV, Inc.; Cricket Wisconsin Property Company; and Cricket
Holdings Dayton, Inc.



                  LEAP WIRELESS INTERNATIONAL, INC. - COMBINED
                                  BALANCE SHEET

                            LEAP WIRELESS FINANCIALS
                           PERIOD: AUG-03 CURRENCY USD

         [LEAP LOGO]



                                                                                            LEAP COMBINED       LEAP COMBINED
                                                                           LEAP COMBINED    POST-PETITION*          TOTAL
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
ASSETS

CASH AND CASH EQUIVALENTS                                                  47,095,504.04            0.00         47,095,504.04
SHORT-TERM INVESTMENTS                                                     37,445,378.35            0.00         37,445,378.35
RESTRICTED CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS                        199,121.71            0.00            199,121.71
INVENTORIES                                                                         0.00            0.00                  0.00
OTHER CURRENT ASSETS                                                       27,113,444.70            0.00         27,113,444.70
                                                                       -----------------    ------------     -----------------

      TOTAL CURRENT ASSETS                                                111,853,448.80            0.00        111,853,448.80
PROPERTY AND EQUIPMENT, NET                                                 3,529,320.69            0.00          3,529,320.69
WIRELESS LICENSES, NET                                                      1,798,900.12            0.00          1,798,900.12
GOODWILL, NET                                                                       0.00            0.00                  0.00
OTHER INTANGIBLE ASSETS, NET                                                        0.00            0.00                  0.00
RESTRICTED INVESTMENTS                                                              0.00            0.00                  0.00
OTHER ASSETS                                                             (149,665,450.81)           0.00       (149,665,450.81)
                                                                       -----------------    ------------     -----------------

      TOTAL ASSETS                                                        (32,483,781.20)           0.00        (32,483,781.20)
                                                                       =================    ============     =================

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                                    5,958,073.13    2,032,589.98          7,990,663.11
CURRENT PORTION OF LONG-TERM DEBT                                         615,769,958.21            0.00        615,769,958.21
OTHER CURRENT LIABILITIES                                                   1,581,288.91            0.00          1,581,288.91
                                                                       -----------------    ------------     -----------------

      TOTAL CURRENT LIABILITIES                                           623,309,320.25    2,032,589.98        625,341,910.23
LONG-TERM DEBT                                                                      0.00            0.00                  0.00
OTHER LONG-TERM LIABILITIES                                                51,701,117.81            0.00         51,701,117.81
                                                                       -----------------    ------------     -----------------

      TOTAL LIABILITIES                                                   675,010,438.06    2,032,589.98        677,043,028.04
                                                                       -----------------    ------------     -----------------

STOCKHOLDER'S EQUITY (DEFICIT):

   PREFERRED STOCK
   COMMON STOCK                                                                 6,269.60            0.00              6,269.60
   ADDITIONAL PAID-IN CAPITAL                                           1,155,732,709.57            0.00      1,155,732,709.57
   UNEARNED STOCK-BASED COMPENSATION                                          (61,992.88)           0.00            (61,992.88)
   ACCUMULATED DEFICIT                                                 (1,864,202,475.68)           0.00     (1,864,202,475.68)
   ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)                           (1,001,319.85)           0.00         (1,001,319.85)
                                                                       -----------------    ------------     -----------------

      TOTAL STOCKHOLDER'S EQUITY (DEFICIT)                               (709,526,809.24)           0.00       (709,526,809.24)
                                                                       -----------------    ------------     -----------------

      TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)                (34,516,371.18)   2,032,589.98        (32,483,781.20)
                                                                       =================    ============     =================


*Presents post-petition accounts payable and accounts receivable only.



                     CRICKET COMMUNICATIONS, INC. - COMBINED
                                 BALANCE SHEET**

                           PERIOD: AUG-03 CURRENCY USD

         [LEAP LOGO]



                                                                                          CRICKET COMBINED  CRICKET COMBINED
                                                                        CRICKET COMBINED   POST-PETITION*         TOTAL
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                  
ASSETS

CASH AND CASH EQUIVALENTS                                                 120,312,063.08             0.00     120,312,063.08
SHORT-TERM INVESTMENTS                                                     55,065,972.69             0.00      55,065,972.69
RESTRICTED CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS                     11,981,948.94             0.00      11,981,948.94
INVENTORIES                                                                17,910,363.53             0.00      17,910,363.53
OTHER CURRENT ASSETS                                                       40,834,739.85    10,762,796.48      51,597,536.33
                                                                       -----------------    -------------  -----------------
      TOTAL CURRENT ASSETS                                                246,105,088.09    10,762,796.48     256,867,884.57
PROPERTY AND EQUIPMENT, NET                                               902,581,470.29             0.00     902,581,470.29
WIRELESS LICENSES, NET                                                    557,630,831.43             0.00     557,630,831.43
GOODWILL, NET                                                                       0.00             0.00               0.00
OTHER INTANGIBLE ASSETS, NET                                                        0.00             0.00               0.00
RESTRICTED INVESTMENTS                                                              0.00             0.00               0.00
OTHER ASSETS                                                               13,959,250.05             0.00      13,959,250.05
                                                                       -----------------    -------------  -----------------
      TOTAL ASSETS                                                      1,720,276,639.86    10,762,796.48   1,731,039,436.34
                                                                       =================    =============  =================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                                   44,762,187.39    67,217,822.59     111,980,009.98
CURRENT PORTION OF LONG-TERM DEBT                                       1,715,685,414.74             0.00   1,715,685,414.74
OTHER CURRENT LIABILITIES                                                  96,722,683.03             0.00      96,722,683.03
                                                                       -----------------    -------------  -----------------
      TOTAL CURRENT LIABILITIES                                         1,857,170,285.16    67,217,822.59   1,924,388,107.75
LONG-TERM DEBT                                                                      0.00             0.00               0.00
OTHER LONG-TERM LIABILITIES                                                37,867,683.91             0.00      37,867,683.91
                                                                       -----------------    -------------  -----------------
      TOTAL LIABILITIES                                                 1,895,037,969.07    67,217,822.59   1,962,255,791.66
                                                                       -----------------    -------------  -----------------

STOCKHOLDER'S EQUITY (DEFICIT):

   PREFERRED STOCK
   COMMON STOCK                                                                     0.00             0.00               0.00
   ADDITIONAL PAID-IN CAPITAL                                           1,316,789,865.63             0.00   1,316,789,865.63
   UNEARNED STOCK-BASED COMPENSATION                                            6,545.68             0.00           6,545.68
   ACCUMULATED DEFICIT                                                 (1,547,159,974.76)            0.00  (1,547,159,974.76)
   ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)                             (852,791.87)            0.00        (852,791.87)
                                                                       -----------------    -------------  -----------------
      TOTAL STOCKHOLDER'S EQUITY (DEFICIT)                               (231,216,355.32)            0.00    (231,216,355.32)
                                                                       -----------------    -------------  -----------------
      TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)              1,663,821,613.75    67,217,822.59   1,731,039,436.34
                                                                       =================    =============  =================


*  Presents post-petition accounts payable and accrued liabilities and accounts
   receivable only.

** Also includes Cricket Communications, Inc. non-Debtor subsidiaries