8-K

UNITED STATES
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): August 16, 2004

Leap Wireless International, Inc.

(Exact name of registrant as specified in its charter)

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

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

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

TABLE OF CONTENTS

	Item 1. Changes in Control of Registrant
	Item 7. Exhibits
SIGNATURES
EXHIBIT 3.1
EXHIBIT 3.2
EXHIBIT 4.1.1
EXHIBIT 4.1.2
EXHIBIT 4.1.3
EXHIBIT 10.1

Item 1. Changes in Control of Registrant.

On August 16, 2004, the Fifth Amended Joint Plan of Reorganization dated as of July 30, 2003, including certain technical amendments thereto (the “Plan of Reorganization”), of Leap Wireless International, Inc. (“Leap”), Cricket Communications, Inc. (“Cricket”) and substantially all of their subsidiaries (collectively, the “Company”) became effective, and the Company emerged from Chapter 11 bankruptcy.

The United States Bankruptcy Court for the Southern District of California previously entered an order confirming the Plan of Reorganization on October 22, 2003. The effectiveness of the Plan of Reorganization was conditioned upon, among other things, the receipt of required regulatory approvals from the Federal Communications Commission (the “FCC”) for the transfer of wireless licenses associated with the change of control that occurred upon Leap’s emergence from bankruptcy. Leap received the requisite approvals from the FCC on August 5, 2004. Leap and Cricket satisfied the remaining conditions to the Plan of Reorganization on August 16, 2004, and the Plan became effective.

The Plan of Reorganization implemented a comprehensive financial reorganization that significantly reduced the Company’s total outstanding indebtedness. In connection with the Plan of Reorganization, the Company’s long-term debt was reduced from a book value of more than $2.4 billion to an initial principal amount of approximately $390 million, consisting of $350 million of Cricket’s 13% senior secured pay-in-kind notes due 2011 issued on the effective date and approximately $40 million of remaining indebtedness to the FCC (net of repayment of $45 million of principal and interest to the FCC on the effective date). Following is a summary of the actions that occurred as of the effective date of the Plan of Reorganization:

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

• Leap issued 60.0 million shares of new Leap common stock to two classes of the Company’s creditors, as more fully described below.

• The holders of Cricket’s senior secured vendor debt claims received, on a pro rata basis, 96.5% of the issued and outstanding shares of new Leap common stock, or an aggregate of 57.9 million shares, as well as Cricket’s new 13% senior secured pay-in-kind notes due 2011 with an aggregate face value of $350.0 million. The notes are guaranteed by Leap and its direct and indirect domestic subsidiaries. The notes are secured by all of the personal property and any owned real property of Leap and all of its direct and indirect domestic subsidiaries.

• Leap issued 3.5% of the issued and outstanding shares of new Leap common stock, or 2.1 million shares, to the Leap Creditor Trust for future distribution to holders of allowed Leap general unsecured claims on a pro rata basis. Leap also transferred to the Leap Creditor Trust other assets as specified in the Plan of Reorganization, which are to be liquidated by the Leap Creditor Trust, with the cash proceeds from such liquidation to be distributed to the holders of allowed Leap general unsecured claims. These other assets included a note receivable of $35.0 million that is currently in dispute with Endesa, S.A., nine wireless licenses with a book value of approximately $1.1 million at June 30, 2004, Leap’s equity interest in IAT Communications, Inc., which had no carrying value at June 30, 2004, certain causes of action, and approximately $2.3 million of reimbursement from Cricket for cash deposits previously made by Leap in connection with contracts that were assumed by Leap in the bankruptcy proceedings. As of June 30, 2004, Leap also had transferred $68.8 million of funds to the Leap Creditor Trust to be distributed to holders of allowed Leap general unsecured claims.

• Certain executory contracts and unexpired leases were assumed by the reorganized debtors, with reorganized Cricket responsible for paying the cure amounts associated with such contracts and leases.

• The holders of general unsecured claims against Cricket or the other subsidiaries of Leap and Cricket received no distributions under the Plan of Reorganization.

• All of the debtors’ pre-petition indebtedness, other than indebtedness owed to the FCC, was cancelled in full, including approximately $1.6 billion net book value of debt outstanding under Cricket’s senior secured vendor credit facilities and approximately $739.2 million net book value of debt outstanding under Leap’s 12.5% senior notes, 14.5% senior discount notes, Leap’s note payable to GLH, Inc. and its Qualcomm Incorporated term loan.

• On the effective date of the Plan of Reorganization, the Company paid to the FCC approximately $36.7 million for unpaid principal and approximately $8.3 million of accrued interest in connection with the reinstatement of the Company’s FCC debt, and approximately $278,000 of unjust enrichment penalties. The Company has agreed to repay the approximately $40 million remaining outstanding principal amount of FCC debt, plus accrued interest, in installments scheduled for April and July 2005.

• Leap entered into a Registration Rights Agreement with MHR Institutional Partners II LP and MHR Institutional Partners IIA LP (beneficial shareholders of Leap and affiliates of Mark H. Rachesky) and Highland Capital Management, L.P. (a beneficial shareholder of Leap and an affiliate of James D. Dondero), pursuant to which Leap granted demand registration rights to such entities and agreed to prepare and file, within 30 days following the issuance by the Company’s independent public accountants of their audit report concerning the Company’s “fresh-start” financial statements, a resale shelf registration statement relating to the shares of new Leap common stock received by such entities under the Plan of Reorganization.

Copies of the following documents entered into or adopted pursuant to the confirmation order of the Bankruptcy Court are attached as exhibits to this report: (i) the Indenture governing Cricket’s 13% senior secured pay-in-kind notes due 2011, together with the Security Agreement and Pledge Agreement thereunder; (ii) the Amended and Restated Certificate of Incorporation of Leap; (iii) the Amended and Restated Bylaws of Leap; and (iv) the Registration Rights Agreement dated as of August 16, 2004 by and among Leap and MHR Institutional Partners II LP, MHR Institutional Partners IIA LP and Highland Capital Management, L.P.

In conjunction with Leap’s emergence from bankruptcy, Leap’s previous Board of Directors was replaced by a new Board of Directors designated by the members of the informal committee of holders of Cricket’s senior secured vendor debt. The new Board members are: Wayne Barr, Jr., James D. Dondero, William M. Freeman, Mark H. Rachesky, Dr. Rajendra Singh, Gerald Stevens-Kittner, and Michael B. Targoff.

Item 7. Exhibits.

     (c) Exhibits.

Exhibit
Number	Description of Exhibit
3.1	Amended and Restated Certificate of Incorporation of Leap.
3.2	Amended and Restated Bylaws of Leap.
4.1.1	Indenture dated as of August 16, 2004, among Cricket Communications, Inc., Leap Wireless International, Inc., the Guarantors (as defined therein), and Wells Fargo Bank, National Association, as trustee.
4.1.2	Security Agreement dated as of August 16, 2004, among Cricket Communications, Inc., Leap Wireless International, Inc., the Subsidiaries (as defined therein), and Wells Fargo Bank, National Association, as trustee and as collateral agent.
4.1.3	Pledge Agreement dated as of August 16, 2004, among Cricket Communications, Inc., Leap Wireless International, Inc., the Subsidiary Pledgors (as defined therein), and Wells Fargo Bank, National Association, as trustee and as collateral agent.
10.1	Registration Rights Agreement dated as of August 16, 2004 by and among Leap and MHR Institutional Partners II LP, MHR Institutional Partners IIA LP and Highland Capital Management, L.P.

SIGNATURES

     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: August 20, 2004	LEAP WIRELESS INTERNATIONAL, INC.
	By:	/s/ William M. Freeman
		William M. Freeman
		Chief Executive Officer

EX-3.1

                                                                     EXHIBIT 3.1


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION
                                       OF
                       LEAP WIRELESS INTERNATIONAL, INC.


            Leap Wireless International, Inc., a corporation organized and
existing under the laws of the General Corporation Law of the State of Delaware
(the "Corporation"), hereby certifies as follows:

            A.    The name of the corporation is Leap Wireless International,
Inc. The corporation was originally incorporated under the name Qualcomm SpinCo
Inc., and the original Certificate of Incorporation of the corporation was filed
with the Secretary of State of the State of Delaware on June 24, 1998.

            B.    Pursuant to Sections 242, 245 and 303 of the General
Corporation Law of the State of Delaware and the order dated October 22, 2003 of
the United States Bankruptcy Court for the Southern District of California (the
"Court"), which has jurisdiction over the Corporation in a case under Chapter 11
of Title 11 of the United States Code, this Amended and Restated Certificate of
Incorporation restates and integrates and further amends the provisions of the
Amended and Restated Certificate of Incorporation of the Corporation, as
previously amended.

            C.    The text of the Amended and Restated Certificate of
Incorporation as previously amended or supplemented is restated and further
amended to read in its entirety as follows:

            FIRST: The name of the Corporation is Leap Wireless International,
Inc.

            SECOND: The address of the Corporation's registered office in the
State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington,
19808, County of New Castle. The name of its registered agent at such address is
The Prentice-Hall Corporation System, Inc.

            THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware.

            FOURTH: The Corporation is authorized to issue two classes of stock
to be designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares of all classes of stock that the Corporation shall have
authority to issue is One Hundred Seventy Million (170,000,000) shares. One
Hundred Sixty Million (160,000,000) shares shall be Common Stock, each having a
par value of $.0001 per share. Ten Million (10,000,000) shares shall be
Preferred Stock, each having a par value of $.0001 per share. The Preferred
Stock may be issued from time to time in one or more series. The Board of
Directors is hereby authorized, by filing a certificate (a "Preferred Stock
Designation") pursuant to the General Corporation Law of the State of Delaware,
to fix or alter from time to time the designation, powers, preferences and
rights of the shares of each such series and the qualifications, limitations or
restrictions of

any wholly unissued series of Preferred Stock, and to establish from time to
time the number of shares constituting any such series or any of them, and to
increase or decrease the number of shares of any series subsequent to the
issuance of shares of that series, but not below the number of shares of such
series then outstanding. In case the number of shares of any series shall be
decreased in accordance with the foregoing sentence, the shares constituting
such decrease shall resume the status they had prior to the adoption of the
resolution originally fixing the number of shares of such series. To the extent
required by Section 1123(a) of Title 11, Chapter 11 of the United States Code
and notwithstanding anything to the contrary herein, in no event shall the
Corporation be authorized to issue any class or series of nonvoting equity
securities.

            FIFTH: The management of the business and the conduct of the affairs
of the Corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed
exclusively by one or more resolutions adopted by the Board of Directors.

            SIXTH: Subject to Section 8 of Article IV of the bylaws of the
Corporation, the bylaws of the Corporation may be altered or amended or new
bylaws adopted by the affirmative vote of at least sixty-six and two-thirds
percent (66-2/3%) of the voting power of all of the then-outstanding shares of
voting stock of the Corporation, voting together as a single class. In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors also is expressly authorized to make, alter or repeal the bylaws of
the Corporation.

            SEVENTH: Election of directors need not be by written ballot unless
the bylaws of the Corporation shall so provide.

            EIGHTH: No action shall be taken by the stockholders of the
Corporation except at an annual or special meeting of stockholders called in
accordance with the bylaws of the Corporation or this Article EIGHTH. The
stockholders of the Corporation may not take action by written consent. Special
meetings of the stockholders of the Corporation may be called, for any purpose
or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief
Executive Officer or President, or (iii) the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any such resolution is presented to the Board of Directors for
adoption) and shall be held at such place, on such date, and at such time as the
Board of Directors shall fix. Advance notice of stockholder nominations for the
election of directors and of business to be brought by stockholders before any
meeting of the stockholders of the Corporation shall be given in the manner
provided in the bylaws of the Corporation.

            NINTH: No director of this Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware is amended after the date hereof to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director shall be eliminated or limited to the fullest extent

permitted by the General Corporation Law of the State of Delaware, as so
amended. Any repeal or modification of this Article NINTH shall be prospective
and shall not affect the rights under this Article NINTH in effect at the time
of the alleged occurrence of any act or omission to act giving rise to liability
or indemnification. Notwithstanding any of the provisions of this Amended and
Restated Certificate of Incorporation, this Amended and Restated Certificate of
Incorporation shall not in any way countermand or otherwise affect provisions
concerning indemnification set forth in the "Fifth Amended Joint Plan of
Reorganization Dated as of July 30, 2003" of the Corporation (the "Plan") or the
Order of the Court confirming the Plan, entered on October 22, 2003.

            TENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation in the manner now or hereafter prescribed by statute, except as
provided in Article ELEVENTH, and all rights conferred upon the stockholders
herein are granted subject to this reservation.

            ELEVENTH: Notwithstanding any other provisions of this Amended and
Restated Certificate of Incorporation or any provision of law which might
otherwise permit a lesser vote or no vote, but in addition to any affirmative
vote of the holders of any particular class or series of voting stock of the
Corporation required by law, this Amended and Restated Certificate of
Incorporation or any Preferred Stock Designation, the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting
power of all of the then-outstanding shares of voting stock of the Corporation,
voting together as a single class, shall be required to alter, amend or repeal
any of Articles FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, TENTH AND ELEVENTH of this
Amended and Restated Certificate of Incorporation.

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

            IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation has been signed by Robert J. Irving, its authorized officer this
16th day of August 2004.

                                        Leap Wireless International, Inc.

                                        By: /s/ Robert J. Irving
                                            ------------------------------------
                                        Name:   Robert J. Irving
                                        Title:  Secretary

EX-3.2

                                                                    EXHIBIT 3.2


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       LEAP WIRELESS INTERNATIONAL, INC.,

                             a Delaware corporation

                                                                                                                              
ARTICLE I.       OFFICES.......................................................................................................   1

    Section 1.   Registered Office.............................................................................................   1

    Section 2.   Other Offices.................................................................................................   1

ARTICLE II.      MEETINGS OF STOCKHOLDERS......................................................................................   1

    Section 1.   Place of Meetings.............................................................................................   1

    Section 2.   Annual Meeting................................................................................................   1

    Section 3.   Quorum........................................................................................................   1

    Section 4.   Majority Vote.................................................................................................   2

    Section 5.   Voting Rights.................................................................................................   2

    Section 6.   Special Meetings..............................................................................................   2

    Section 7.   Notice of Meetings............................................................................................   2

    Section 8.   Notice of Stockholder Business and Nominations................................................................   2

    Section 9.   Adjournment and Notice of Adjourned Meetings..................................................................   4

    Section 10.  List of Stockholders..........................................................................................   5

    Section 11.  Action Without Meeting........................................................................................   5

    Section 12.  Organization..................................................................................................   5

ARTICLE III.     DIRECTORS.....................................................................................................   6

    Section 1.   Number and Term of Office.....................................................................................   6

    Section 2.   Powers........................................................................................................   6

    Section 3.   Vacancies.....................................................................................................   6

    Section 4.   Meetings of the Board of Directors............................................................................   6

    Section 5.   Committees of Directors.......................................................................................   7

    Section 6.   Compensation of Directors.....................................................................................   8

    Section 7.   Resignation...................................................................................................   8

    Section 8.   Organization..................................................................................................   8

ARTICLE IV.      INDEMNIFICATION...............................................................................................   9

    Section 1.   Indemnification of Directors and Officers.....................................................................   9

    Section 2.   Employees and Other Agents....................................................................................   9

    Section 3.   Expenses......................................................................................................   9

    Section 4.   Enforcement...................................................................................................   9

    Section 5.   Non-Exclusivity of Rights.....................................................................................  10

    Section 6.   Survival of Rights............................................................................................  10

    Section 7.   Insurance.....................................................................................................  10

    Section 8.   Amendments....................................................................................................  10

    Section 9.   Saving Clause.................................................................................................  11




                                       i

                                                                                                                              
    Section 10.  Definitions.  ................................................................................................  11

ARTICLE V.       OFFICERS......................................................................................................  12

    Section 1.   Officers Designated...........................................................................................  12

    Section 2.   Appointment of Officers.......................................................................................  12

    Section 3.   Other Officers and Agents.....................................................................................  12

    Section 4.   Salaries......................................................................................................  12

    Section 5.   Term..........................................................................................................  12

    Section 6.   Chairman of the Board.........................................................................................  12

    Section 7.   President.....................................................................................................  12

    Section 8.   Vice Presidents...............................................................................................  13

    Section 9.   Secretary.....................................................................................................  13

    Section 10.  Assistant Secretary...........................................................................................  13

    Section 11.  Treasurer.....................................................................................................  13

    Section 12.  Assistant Treasurer...........................................................................................  13

    Section 13.  Delegation of Authority.......................................................................................  14

    Section 14.  Resignations..................................................................................................  14

ARTICLE VI.      EXECUTION OF CORPORATE INSTRUMENTS AND OTHER SECURITIES AND VOTING OF SECURITIES OWNED BY THE CORPORATION.....  14

    Section 1.   Execution of Corporate Instruments............................................................................  14

    Section 2.   Voting of Securities Owned by the Corporation.................................................................  14

    Section 3.   Execution of Other Securities of the Corporation..............................................................  14

ARTICLE VII.     SHARES OF STOCK...............................................................................................  15

    Section 1.   Form of Executed Certificate..................................................................................  15

    Section 2.   Signatures....................................................................................................  15

    Section 3.   Rights of Each Class of Stock.................................................................................  15

    Section 4.   Lost, Stolen or Destroyed Certificates........................................................................  15

    Section 5.   Transfers of Stock............................................................................................  16

    Section 6.   Fixing Record Date............................................................................................  16

    Section 7.   Registered Stockholders.......................................................................................  16

ARTICLE VIII.    GENERAL PROVISIONS............................................................................................  16

    Section 1.   Dividends.....................................................................................................  16

    Section 2.   Reserve Fund..................................................................................................  16

    Section 3.   Fiscal Year...................................................................................................  17

    Section 4.   Corporate Seal................................................................................................  17

    Section 5.   Notices.......................................................................................................  17

    Section 6.   Waiver of Notice..............................................................................................  17



                                                                                                                              
    Section 7.   Annual Statement..............................................................................................  17

ARTICLE IX.      AMENDMENTS....................................................................................................  17



                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       LEAP WIRELESS INTERNATIONAL, INC.


                                   ARTICLE I.
                                    OFFICES

      Section 1. Registered Office. The registered office of the corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware, or
such other place within the Sate of Delaware as the Board of Directors may
determine.

      Section 2. Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                  ARTICLE II.
                            MEETINGS OF STOCKHOLDERS

      Section 1. Place of Meetings. Meetings of stockholders shall be held at
any place within or outside the State of Delaware designated by the Board of
Directors. In the absence of any such designation, stockholders' meetings shall
be held at the principal executive office of the corporation.

      Section 2. Annual Meeting. The annual meeting of stockholders shall be
held each year on a date and at a time designated by the Board of Directors. At
each annual meeting, directors shall be elected and any other proper business
may be transacted.

      Section 3. Quorum. A majority of the stock issued and outstanding and
entitled to vote at any meeting of stockholders, the holders of which are
present in person or represented by proxy, shall constitute a quorum for the
transaction of business except as otherwise provided by law, by the Certificate
of Incorporation or by these Bylaws. A quorum, once established, shall not be
broken by the withdrawal of enough votes to leave less than a quorum and the
votes present may continue to transact business until adjournment. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, a majority of the voting stock represented in person or by proxy
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented, but
no other business shall be transacted at such meeting. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote thereat.

      Section 4. Majority Vote. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes, or the Certificate of Incorporation or these Bylaws, a different vote
is required in which case such express provision shall govern and control the
decision of such question.

      Section 5. Voting Rights. At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize another
person or persons to act for him by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than three (3) years
prior to said meeting, unless said instrument provides for a longer period. All
proxies must be filed with the Secretary of the corporation at the beginning of
each meeting in order to be counted in any vote at the meeting. Each stockholder
shall have one (1) vote for each share of stock having voting power, registered
in his name on the books of the corporation on the record date set by the Board
of Directors as provided in Article VII, Section 6 hereof. Except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, all action
taken by the holders of a majority of the vote cast, excluding abstentions, at
any meeting at which a quorum is present shall be valid and binding upon the
corporation; provided, however, that directors shall be elected by a plurality
of the votes of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors.

      Section 6. Special Meetings. Special meetings of the stockholders, for any
purpose, or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors, the Chief Executive Officer or the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any such resolution is presented to the Board of Directors for
adoption). Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice of such meeting.

      Section 7. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which notice shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. The written notice of any meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten (10) nor more than sixty (60)
days before the date of the meeting. If mailed, notice is given when deposited
in the United States mail, postage prepaid, directed to the stockholder at his,
her or its address as it appears on the records of the corporation.

      Section 8. Notice of Stockholder Business and Nominations. (A) Annual
Meetings of Stockholders. (1) Nominations of persons for election to the Board
of Directors of the corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (a) pursuant
to the corporation's notice of meeting delivered pursuant to Section 7 of
Article II of these Bylaws, (b) by or at the direction of the Chairman of the
Board or the Board of Directors or (c) by any stockholder of the corporation who
is entitled to vote at the meeting, who complied with the notice procedures set
forth in


                                       2

clauses (2) and (3) of this paragraph (A) of this Bylaw and who was a
stockholder of record at the time such notice is delivered to the Secretary of
the corporation.

      (2)   For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this Bylaw, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
corporation not less than seventy days nor more than ninety days prior to the
first anniversary of the preceding year's annual meeting, provided, however,
that in the event that the date of the annual meeting is advanced by more than
twenty days, or delayed by more than seventy days, from such anniversary date,
notice by the stockholder to be timely must be so delivered not earlier than the
ninetieth day prior to such annual meeting and not later than the close of
business on the later of the seventieth day prior to such annual meeting or the
tenth day following the day on which public announcement of the date of such
meeting is first made. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
14a-11 thereunder, including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected; (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the corporation which are owned beneficially and of record by such
stockholder and such beneficial owner. In no event shall the public announcement
of an adjournment of an annual meeting commence a new time period for the giving
of a stockholder's notice as described above.

      (3)   Notwithstanding anything in the second sentence of paragraph (A)(2)
of this Bylaw to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the corporation is increased and there is
no public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the corporation at least eighty
days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
corporation not later than the close of business on the tenth day following the
day on which such public announcement is first made by the corporation.

      (B)   Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the corporation's notice of meeting pursuant to Section
7 of Article II of these Bylaws. Nominations


                                       3

of persons for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the corporation who is entitled to vote
at the meeting, who complies with the notice of procedures set forth in this
Bylaw and who is a stockholder of record at the time such notice is delivered to
the Secretary of the corporation. In the event the corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to the
Board of Directors, any such stockholder may nominate a person or persons (as
the case may be), for election to such position(s) as are specified in the
corporation's Notice of Meeting, if the stockholder's notice as required by
paragraph (A)(2) of this Bylaw shall be delivered to the Secretary at the
principal executive offices of the corporation not earlier than the ninetieth
day prior to such special meeting and not later than the close of business on
the later of the seventieth day prior to such special meeting or the tenth day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.

      (C)   General. (1) Only persons who are nominated in accordance with the
procedures set forth in this Bylaw shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Bylaw. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, the chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Bylaw and if any proposed nomination or business is not in compliance
with this Bylaw, to declare that such defective proposal or nomination shall be
disregarded.

      (2)   For purposes of this Bylaw, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

      (3)   Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

      Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
casting votes, excluding abstentions. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting, the corporation may transact any business which might
have been transacted at the original meeting. If the adjournment is for more
than thirty (30) days or if after the adjournment a new record date is fixed for
the adjourned meeting,


                                       4

a notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

      Section 10. List of Stockholders. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

      Section 11. Action Without Meeting. No action shall be taken by the
stockholders except at an annual or special meeting of stockholders called in
accordance with these Bylaws, and no action shall be taken by the stockholders
by written consent.

      Section 12. Organization.

            (a)   At every meeting of stockholders, the Chairman of the Board of
Directors, or, if a Chairman has not been appointed or is absent, the President,
or if the President is absent, a chairman of the meeting chosen by a majority in
interest of the stockholders entitled to vote, present in person or by proxy,
shall act as chairman. The Secretary, or, in his or her absence, an Assistant
Secretary directed to do so by the President, shall act as secretary of the
meeting.

            (b)   The Board of Directors of the corporation shall be entitled to
make such reasonable rules or regulations for the conduct of meetings of
stockholders as it shall deem necessary, appropriate or convenient. Subject to
such rules and regulations of the Board of Directors, if any, the chairman of
the meeting shall have the right and authority to prescribe such reasonable
rules, regulations and procedures and to do all such acts as, in the judgment of
such chairman, are necessary, appropriate or convenient for the proper conduct
of the meeting, including, without limitation, establishing an agenda or order
of business for the meeting, rules and procedures for maintaining order at the
meeting and the safety of those present, limitations on participation in such
meeting to stockholders of record of the corporation and their duly authorized
and constituted proxies and such other persons as the chairman shall permit,
restrictions on entry to the meeting after the time fixed for the commencement
thereof, limitations on the time allotted to questions or comments by
participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot. Unless and to the
extent determined by the Board of Directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with
rules of parliamentary procedure.


                                       5

                                  ARTICLE III.
                                   DIRECTORS

      Section 1. Number and Term of Office. The authorized number of directors
of the corporation shall be fixed by the Board of Directors from time to time.
The directors need not be stockholders. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 3 of this
Article, and each director elected shall hold office until his or her successor
is elected and qualified; provided, however, that unless otherwise restricted by
the Certificate of Incorporation or by law, any director or the entire Board of
Directors may be removed, either with or without cause, from the Board of
Directors at any meeting of stockholders by a majority of the stock represented
and entitled to vote thereat.

      Section 2. Powers. The property and business of the corporation shall be
managed by or under the direction of its Board of Directors. In addition to the
powers and authorities by these Bylaws expressly conferred upon them, the Board
may exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.

      Section 3. Vacancies. Vacancies on the Board of Directors by reason of
death, resignation, retirement, disqualification, removal from office or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors shall be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director,
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by the stockholders. The
directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent
(10%) of the total number of the shares at the time outstanding having the right
to vote for such directors, summarily order an election to be held to fill any
such vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office.

      Section 4. Meetings of the Board of Directors.

            (a)   The directors may hold their meetings, have one or more
offices and keep the books of the corporation outside of the State of Delaware.

            (b)   The annual meeting of the Board of Directors shall be held
immediately after the annual meeting of stockholders and at the place where such
meeting is held. No notice of an annual meeting of the Board of Directors shall
be necessary, and such meeting shall be held for the purpose of electing
officers and transacting such other business as may lawfully come before it.


                                       6

            (c)   Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board.

            (d)   Special meetings of the Board of Directors may be called by
the Chairman of the Board of Directors, the Chief Executive Officer or the
President on twenty-four (24) hours' notice to each director, either orally or
in writing, by telephone, including a voice messaging system or other system or
technology designed to record and communicate messages, facsimile, telegraph or
telex, or by electronic mail or other electronic means, or sent in writing to
each director by first class mail, postage prepaid, at least three (3) days
before the date of the meeting; special meetings shall be called by the Chief
Executive Officer, the President or the Secretary in like manner and on like
notice on the written request of two (2) directors unless the Board consists of
only one (1) director; in which case special meetings shall be called by the
President or the Secretary in like manner or on like notice on the written
request of the sole director.

            (e)   At all meetings of the Board of Directors, a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute, by the Certificate of Incorporation or by these Bylaws. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present. If only one
(1) director is authorized, such sole director shall constitute a quorum. The
transaction of all business at any meeting of the Board of Directors, or any
committee thereof, however called or noticed, or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice, if a
quorum be present and if, either before or after the meeting, each of the
directors not present shall sign a written waiver of notice. All such waivers
shall be filed with the corporate records or made a part of the minutes of the
meeting.

            (f)   Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

            (g)   Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

      Section 5. Committees of Directors.

            (a)   The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one (1) or more committees, each such committee to
consist of one (1) or more of the directors of the corporation. The Board may
designate one (1) or more directors as


                                       7

alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to approving or adopting, or recommending to the stockholders, any action or
matter expressly required by the General Corporation Law of the State of
Delaware to be submitted to stockholders for approval or adopting, amending or
repealing any Bylaw of the corporation.

            (b)   Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

      Section 6. Compensation of Directors. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, the Board of Directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

      Section 7. Resignation. Any director may resign at any time by delivering
his written resignation to the Secretary, such resignation to specify whether it
will be effective at a particular time, upon receipt by the Secretary or at the
pleasure of the Board of Directors. If no such specification is made, it shall
be deemed effective at the pleasure of the Board of Directors. When one or more
directors shall resign from the Board of Directors, effective at a future date,
a majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office for the unexpired portion of the term
of the director whose place shall be vacated and until his successor shall have
been duly elected and qualified.

      Section 8. Organization. At every meeting of the directors, the Chairman
of the Board of Directors, or, if a Chairman has not been appointed or is
absent, the President, or if the President is absent, the most senior Vice
President, or, in the absence of any such officer, a chairman of the meeting
chosen by a majority of the directors, shall preside over the meeting. The
Secretary, or in his or her absence, an Assistant Secretary directed to do so,
shall act as secretary of the meeting.


                                       8

                                  ARTICLE IV.
                                INDEMNIFICATION

      Section 1. Indemnification of Directors and Officers. The corporation
shall indemnify its directors and officers to the fullest extent not prohibited
by the General Corporation Law of the State of Delaware; provided, however, that
the corporation may modify the extent of such indemnification by individual
contracts with its directors and officers; and, provided, further, that the
corporation shall not be required to indemnify any director or officer in
connection with any proceeding (or part thereof) initiated by such person unless
(i) such indemnification is expressly required to be made by law, (ii) the
proceeding was authorized by the Board of Directors of the corporation, (iii)
such indemnification is provided by the corporation, in its sole discretion,
pursuant to the powers vested in the corporation under the General Corporation
Law of the State of Delaware or (iv) such indemnification is required to be made
under Section 4 below.

      Section 2. Employees and Other Agents. The corporation shall have power to
indemnify its employees and other agents as set forth in the General Corporation
Law of the State of Delaware.

      Section 3. Expenses. The corporation shall advance to any person who is or
was a director or officer of the corporation, and shall have the power to
advance to any person who is or was an employee or other agent of the
corporation, to the fullest extent not prohibited by the General Corporation Law
of the State of Delaware, who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
prior to the final disposition of the proceeding, promptly following request
therefor, all expenses incurred by any such person in connection with such
proceeding upon receipt of an undertaking by or on behalf of such person to
repay said amounts if it should be determined ultimately that such person is not
entitled to be indemnified under this Article IV or otherwise.

            Notwithstanding the foregoing, unless otherwise determined pursuant
to Section 5 below, no advance shall be made by the corporation to an officer of
the corporation (except by reason of the fact that such officer is or was a
director of the corporation, in which event this paragraph shall not apply) in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made (i) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding, or (ii) if such quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly
and convincingly that such person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to the best interests of the
corporation.

      Section 4. Enforcement. Without the necessity of entering into an express
contract, all rights to indemnification and advances to directors and officers
under this Article IV shall be deemed to be contractual rights and be effective
to the same extent as if provided for in a contract between the corporation and
the director or officer. Any right to indemnification or


                                       9

advances granted by this Article IV to a director or officer shall be
enforceable by or on behalf of the person holding such right in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. The claimant in such enforcement action,
if successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim. In connection with any claim for indemnification, the
corporation shall be entitled to raise as a defense to any such action that the
claimant has not met the standards of conduct that make it permissible under the
General Corporation Law of the State of Delaware for the corporation to
indemnify the claimant for the amount claimed. In connection with any claim by
an officer of the corporation (except in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such officer is or was a director of the corporation) for advances, the
corporation shall be entitled to raise a defense as to any such action clear and
convincing evidence that such person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to the best interests of the
corporation, or with respect to any criminal action or proceeding that such
person acted without reasonable cause to believe that his conduct was lawful.
Neither the failure of the corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in the General Corporation Law of the State of Delaware, nor
an actual determination by the corporation (including its Board of Directors,
independent legal counsel or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.
In any suit brought by a director or officer to enforce a right to
indemnification or to an advancement of expenses hereunder, the burden of
proving that the director or officer is not entitled to be indemnified, or to
such advancement of expenses, under this Article IV or otherwise shall be on the
corporation.

      Section 5. Non-Exclusivity of Rights. The rights conferred on any person
by this Article IV shall not be exclusive of any other right which such person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office. The corporation is specifically
authorized to enter into individual contracts with any or all of its directors,
officers, employees or agents respecting indemnification and advances, to the
fullest extent not prohibited by the General Corporation Law of the State of
Delaware.

      Section 6. Survival of Rights. The rights conferred on any person by this
Article IV shall continue as to a person who has ceased to be a director,
officer, employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

      Section 7. Insurance. To the fullest extent permitted by the General
Corporation Law of the State of Delaware, the corporation, upon approval by the
Board of Directors, may purchase insurance on behalf of any person required or
permitted to be indemnified pursuant to this Article IV.

      Section 8. Amendments. Any repeal or modification of this Article IV shall
only be prospective and shall not affect the rights under this Article IV in
effect at the time of the alleged


                                       10

occurrence of any action or omission to act that is the cause of any proceeding
against any agent of the corporation.

      Section 9. Saving Clause. If this Article IV or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and officer to the full
extent not prohibited by any applicable portion of this Article IV that shall
not have been invalidated, or by any other applicable law.

      Section 10. Definitions. For the purposes of this Article IV, the
following definitions shall apply:

            (a)   The term "proceeding" shall be broadly construed and shall
include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

            (b)   The term "expenses" shall be broadly construed and shall
include, without limitation, court costs, attorneys' fees, witness fees, fines,
amounts paid in settlement or judgment and any other costs and expenses of any
nature or kind incurred in connection with any proceedings.

            (c)   The term the "corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

            (d)   References to a "director," "executive officer," "officer,"
"employee" or "agent" of the corporation shall include, without limitation,
situations where such person is serving at the request of the corporation as,
respectively, a director, executive officer, officer, employee, trustee or agent
of another corporation, partnership, joint venture, trust or other enterprise.

            (e)   References to "other enterprises" shall include employee
benefit plans; references to "fines" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Section.


                                       11

                                   ARTICLE V.
                                    OFFICERS

      Section 1. Officers Designated. The officers of this corporation shall be
chosen by the Board of Directors and shall include a Chief Executive Officer, a
President, a Secretary and a Treasurer. The corporation may also have at the
discretion of the Board of Directors such other officers as are desired,
including a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries and Assistant Treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 hereof. In the event
there are two or more Vice Presidents, then one or more may be designated as
Executive Vice President, Senior Vice President or other similar or dissimilar
title. At the time of the election of officers, the directors may by resolution
determine the order of their rank. Any number of offices may be held by the same
person, unless the Certificate of Incorporation or these Bylaws otherwise
provide.

      Section 2. Appointment of Officers. The Board of Directors, at its annual
meeting, shall choose the officers of the corporation.

      Section 3. Other Officers and Agents. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

      Section 4. Salaries. The salaries of all officers and agents of the
corporation shall be fixed by or in the manner designated by the Board of
Directors.

      Section 5. Term. The officers of the corporation shall hold office until
their successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time, with or without
cause, by the affirmative vote of a majority of the Board of Directors or by the
unanimous written consent of the directors in office at that time. If the office
of any officer or officers becomes vacant for any reason, the vacancy shall be
filled by the Board of Directors.

      Section 6. Chairman of the Board. The Chairman of the Board, if such an
officer be elected, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by these
Bylaws. If there is no President, the Chairman of the Board shall in addition be
the Chief Executive Officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article V.

      Section 7. President. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, unless some other officer has been elected Chief Executive
Officer of the corporation, the President shall be the Chief Executive Officer
of the corporation and shall, subject to the control of the Board of Directors,
have general supervision, direction and control of the business and officers of
the corporation. He or she shall preside at all meetings of the stockholders
and, in the absence of the Chairman of the Board, or if there be none, at all
meetings of the Board of Directors. He or she


                                       12

shall be an ex-officio member of all committees and shall have the general
powers and duties of management usually vested in the office of President and
Chief Executive Officer of corporations, and shall have such other powers and
duties as may be prescribed by the Board of Directors or these Bylaws.

      Section 8. Vice Presidents. In the absence or disability of the President,
the Vice Presidents in order of their rank as fixed by the Board of Directors,
or if not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall have such other duties as from time to time may be prescribed
for them, respectively, by the Board of Directors.

      Section 9. Secretary. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors. He or she shall give, or cause to be given, notice of all meetings of
the stockholders and of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or these Bylaws. He or she
shall keep in safe custody the seal of the corporation, and when authorized by
the Board, affix the same to any instrument requiring it, and when so affixed it
shall be attested by his or her signature or by the signature of an Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
or her signature.

      Section 10. Assistant Secretary. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors, or if there be no such determination, the Assistant Secretary
designated by the Board of Directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

      Section 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the corporation, in such depositories as may be designated by the Board of
Directors. He or she shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his or
her transactions as Treasurer and of the financial condition of the corporation.
The Treasurer shall perform other duties commonly incident to his or her office
and shall also perform such other duties and have such other powers as the Board
of Directors or the President shall designate from time to time.

      Section 12. Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the


                                       13

Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

      Section 13. Delegation of Authority. The Board of Directors may from time
to time delegate the powers or duties of any officer to any other officer or
agent, notwithstanding any provision hereof.

      Section 14. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall be effective when received by the person
or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later
time. Unless otherwise specified in such notice, the acceptance of any such
resignation shall not be necessary to make it effective. Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract with the resigning officer.

                                  ARTICLE VI.
          EXECUTION OF CORPORATE INSTRUMENTS AND OTHER SECURITIES AND
                 VOTING OF SECURITIES OWNED BY THE CORPORATION

      Section 1. Execution of Corporate Instruments. The Board of Directors may,
in its discretion, determine the method and designate the signatory officer or
officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the corporation.

            All checks and drafts drawn on banks or other depositaries on funds
to the credit of the corporation or in special accounts of the corporation shall
be signed by such person or persons as the Board of Directors shall authorize so
to do.

            Unless authorized or ratified by the Board of Directors or within
the agency power of an officer, no officer, agent or employee shall have any
power or authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable for any purpose or for any amount.

      Section 2. Voting of Securities Owned by the Corporation. All stock and
other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the Chief Executive Officer, the
President, or any Vice President.

      Section 3. Execution of Other Securities of the Corporation. All bonds,
debentures and other corporate securities of the corporation, other than stock
certificates, may be signed by the Chairman of the Board of Directors, the
President or any Vice President, or such other person as may be authorized by
the Board of Directors; provided, however, that where any such bond, debenture
or other corporate security shall be authenticated by the manual signature, or
where permissible facsimile signature, of a trustee under an indenture pursuant
to which such bond, debenture or other corporate security shall be issued, the
signatures of the persons signing on such bond,


                                       14

debenture or other corporate security may be the imprinted facsimile of the
signatures of such persons. Interest coupons appertaining to any such bond,
debenture or other corporate security, authenticated by a trustee as aforesaid,
shall be signed by the Treasurer or an Assistant Treasurer of the corporation or
such other person as may be authorized by the Board of Directors, or bear
imprinted thereon the facsimile signature of such person. In case any officer
who shall have signed any bond, debenture or other corporate security, or whose
facsimile signature shall appear thereon or on any such interest coupon, shall
have ceased to be such officer before the bond, debenture or other corporate
security so signed shall have been delivered, such bond, debenture or other
corporate security nevertheless may be adopted by the corporation and issued and
delivered as though the person who signed the same or whose facsimile signature
shall have been used thereon had not ceased to be such officer of the
corporation.

                                  ARTICLE VII.
                                SHARES OF STOCK

      Section 1. Form of Executed Certificate. Certificates for the shares of
stock of the corporation shall be in such form as is consistent with the
Certificate of Incorporation and applicable law. Every holder of stock of the
corporation shall be entitled to have a certificate signed by, or in the name of
the corporation by, the Chairman or Vice Chairman of the Board of Directors, or
the President or a Vice President, and by the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer of the corporation,
certifying the number of shares represented by the certificate owned by such
stockholder in the corporation.

      Section 2. Signatures. Any or all of the signatures on the certificate may
be a facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

      Section 3. Rights of Each Class of Stock. If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualification, limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock,
provided that, except as otherwise provided in section 202 of the General
Corporation Law of the State of Delaware, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, a statement
that the corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

      Section 4. Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore


                                       15

issued by the corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to give the corporation a bond in such sum as it may reasonably
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

      Section 5. Transfers of Stock. Upon surrender to the corporation, or the
transfer agent of the corporation, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

      Section 6. Fixing Record Date. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of the
stockholders, or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date which shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

      Section 7. Registered Stockholders. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim or interest in such share on the part of any other person, whether or not
it shall have express or other notice thereof, save as expressly provided by the
laws of the State of Delaware.

                                 ARTICLE VIII.
                               GENERAL PROVISIONS

      Section 1. Dividends. Dividends upon the capital stock of the corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

      Section 2. Reserve Fund. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the


                                       16

corporation, or for such other purpose as the directors shall think conducive to
the interests of the corporation, and the directors may abolish any such
reserve.

      Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

      Section 4. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the corporation and the words "Corporate Seal, Delaware." Said seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

      Section 5. Notices. Whenever, under the provisions of the statutes or of
the Certificate of Incorporation or of these Bylaws, notice is required to be
given to any director or stockholder, it shall be given in writing, timely and
duly deposited in the United States mail, postage prepaid and addressed to such
director or stockholder, at his, her or its last known post office address as it
appears on the records of the corporation and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile, telex or telegram and as
otherwise provided in these Bylaws.

      Section 6. Waiver of Notice. Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of Incorporation or
of these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed to be equivalent. Notice will be waived by any stockholder or director
by his, her or its attendance at a meeting of stockholders or Board of
Directors, as applicable, whether in person or by proxy in the case of a
stockholder, except when the stockholder or director attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Any stockholder so waiving notice of such meeting shall be bound by
the proceedings of any such meeting in all respects as if due notice thereof had
been given.

      Section 7. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the corporation.

                                  ARTICLE IX.
                                  AMENDMENTS

      Subject to Section 8 of Article IV of these Bylaws, the Bylaws may be
altered, amended or repealed or new Bylaws may be adopted by the affirmative
vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of
the voting power of all of the then-outstanding shares of voting stock of the
corporation, voting together as a single class. The Board of Directors shall
also have the power to alter, amend or repeal Bylaws or adopt new Bylaws.


                                       17

EX-4.1.1

                                                                   EXHIBIT 4.1.1


================================================================================

                          CRICKET COMMUNICATIONS, INC.

                  13% SENIOR SECURED PAY-IN-KIND NOTES DUE 2011

                            ------------------------

                                    INDENTURE

                           DATED AS OF AUGUST 16, 2004

                            ------------------------

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                   AS TRUSTEE

================================================================================



                             CROSS-REFERENCE TABLE*



Trust Indenture Act Section                                                       Indenture Section
                                                                              
310(a)(1).................................................................               7.10
   (a)(2).................................................................               7.10
   (a)(3).................................................................               N.A.
   (a)(4).................................................................               N.A.
   (a)(5).................................................................               7.10
   (b)....................................................................               7.10
   (c)....................................................................               N.A.
311(a)....................................................................               7.11
   (b)....................................................................               7.11
   (c)....................................................................               N.A.
312(a)....................................................................               2.05
   (b)....................................................................              12.03
   (c)....................................................................              12.03
313(a)....................................................................               7.06
   (b)(1).................................................................              10.03
   (b)(2).................................................................            7.06; 7.07
   (c)....................................................................        7.06; 10.03; 12.02
   (d)....................................................................               7.06
314(a)....................................................................        4.02;12.02; 12.05
   (b)....................................................................              10.02
   (c)(1).................................................................              12.04
   (c)(2).................................................................              12.04
   (c)(3).................................................................               N.A.
   (d)....................................................................       10.03; 10.04; 10.05
   (e)....................................................................              12.05
   (f)....................................................................               N.A.
315(a)....................................................................               7.01
   (b)....................................................................           7.05; 12.02
   (c)....................................................................               7.01
   (d)....................................................................               7.01
   (e)....................................................................               6.11
316(a) (last sentence)....................................................               2.09
   (a)(1)(A)..............................................................               6.05
   (a)(1)(B)..............................................................               6.04
   (a)(2).................................................................               N.A.
   (b)....................................................................               6.07
   (c)....................................................................               2.12
317(a)(1).................................................................               6.08
   (a)(2).................................................................               6.09
   (b)....................................................................               2.04
318(a)....................................................................              12.01
   (b)....................................................................               N.A.
   (c)....................................................................              12.01


N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.



                                TABLE OF CONTENTS

                                                                                    
                                    ARTICLE I

                   Definitions and Incorporation by Reference

1.01.  Definitions.................................................................     1
1.02.  Other Definitions...........................................................    19
1.03.  Incorporation by Reference of Trust Indenture Act...........................    20
1.04.  Rules of Construction.......................................................    20

                                   ARTICLE II

                                    The Notes

2.01.  Form and Dating.............................................................    21
2.02.  Execution and Authentication................................................    22
2.03.  Registrar and Paying Agent..................................................    22
2.04.  Paying Agent to Hold Money in Trust.........................................    23
2.05.  Holder Lists................................................................    23
2.06.  Transfer and Exchange.......................................................    23
2.07.  Replacement Notes...........................................................    28
2.08.  Outstanding Notes...........................................................    28
2.09.  Treasury Notes..............................................................    28
2.10.  Temporary Notes.............................................................    29
2.11.  Cancellation................................................................    29
2.12.  Payment of Interest; Defaulted Interest.....................................    29

                                   ARTICLE III

                                   Redemption

3.01.  Notices to Trustee..........................................................    30
3.02.  Selection of Notes To Be Redeemed...........................................    30
3.03.  Notice of Redemption........................................................    30
3.04.  Effect of Notice of Redemption..............................................    31
3.05.  Deposit of Redemption Price.................................................    31
3.06.  Notes Redeemed in Part......................................................    32
3.07.  Optional Redemption.........................................................    32

                                   ARTICLE IV

                                    Covenants

4.01.  Payment of Notes............................................................    32
4.02.  Reports to Holders..........................................................    33
4.03.  Limitation on Indebtedness and Issuance of Disqualified Stock...............    33
4.04.  Limitation on Restricted Payments...........................................    36



                                      -i-


                                                                                    
4.05.  Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries..................................................    39
4.06.  Limitation on Asset Sales...................................................    40
4.07.  Limitation on Transactions with Affiliates..................................    41
4.08.  Repurchase of Notes at the Option of the Holder Upon a Change of Control....    42
4.09.  Compliance Certificate......................................................    43
4.10.  Limitation on Issuances of Guarantees by Restricted Subsidiaries............    43
4.11.  Additional Guarantees and Liens.............................................    43
4.12.  Maintenance of Properties; Insurance........................................    45
4.13.  Taxes and Claims............................................................    45
4.14.  Limitation on Liens.........................................................    45
4.15.  Sale/Leaseback Transactions.................................................    45
4.16.  Compliance with Laws, Etc...................................................    46
4.17.  Corporate Existence.........................................................    46
4.18.  Impairment of Rights........................................................    46
4.19.  Interests in Non-Owned Real Property; Cell Tower Leases.....................    47
4.20.  Further Assurances..........................................................    47

                                    ARTICLE V

                                Successor Company

5.01.  When Parent, Company and Guarantors May Merge or Transfer Assets ...........    47

                                   ARTICLE VI

                         Events of Defaults and Remedies

6.01.  Events of Default...........................................................    50
6.02.  Acceleration................................................................    51
6.03.  Other Remedies..............................................................    52
6.04.  Waiver of Past Defaults.....................................................    52
6.05.  Control by Majority.........................................................    52
6.06.  Limitation on Suits.........................................................    53
6.07.  Rights of Holders to Receive Payment........................................    53
6.08.  Collection Suit by Trustee..................................................    53
6.09.  Trustee May File Proofs of Claim............................................    53
6.10.  Priorities..................................................................    54
6.11.  Undertaking for Costs.......................................................    54
6.12.  Waiver of Stay, Extension or Usury Laws.....................................    54

                                   ARTICLE VII

                                     Trustee

7.01.  Duties of Trustee...........................................................    54
7.02.  Rights of Trustee...........................................................    55



                                      -ii-


                                                                                    
7.03.  Individual Rights of Trustee................................................    56
7.04.  Trustee's Disclaimer........................................................    56
7.05.  Notice of Defaults..........................................................    57
7.06.  Reports by Trustee to Holders...............................................    57
7.07.  Compensation and Indemnity..................................................    57
7.08.  Replacement of Trustee......................................................    58
7.09.  Successor Trustee by Merger.................................................    59
7.10.  Eligibility; Disqualification...............................................    59
7.11.  Preferential Collection of Claims Against the Company.......................    59

                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

8.01.  Discharge of Liability on Notes; Defeasance.................................    59
8.02.  Conditions to Defeasance....................................................    60
8.03.  Application of Trust Money..................................................    62
8.04.  Repayment to the Company....................................................    62
8.05.  Indemnity for Government Obligations........................................    62
8.06.  Reinstatement...............................................................    62

                                   ARTICLE IX

                                   Amendments

9.01.  Without Consent of Holders..................................................    63
9.02.  With Consent of Holders.....................................................    63
9.03.  Compliance with Trust Indenture Act.........................................    64
9.04.  Revocation and Effect of Consents and Waivers...............................    64
9.05.  Notation on or Exchange of Notes............................................    65
9.06.  Trustee to Sign Amendments..................................................    65
9.07.  Payment for Consent.........................................................    65

                                    ARTICLE X

                             Collateral and Security

10.01. Security Documents..........................................................    65
10.02. Recording and Opinions......................................................    66
10.03. Release of Collateral.......................................................    67
10.04. Certificates and Opinions of Counsel........................................    68
10.05. Certificates of the Trustee.................................................    68
10.06. Authorization of Actions to Be Taken by the Trustee Under the
Security Documents.................................................................    68
10.07. Authorization of Receipt and Distribution of Funds by the
Trustee Under the Security Documents...............................................    69
10.08. Termination of Security Interest............................................    69



                                     -iii-


                                                                                    
10.09. Trustee Serving as Collateral Agent; Amendments or Supplements to, or
Replacements of, the Security Documents............................................    69

                                   ARTICLE XI

                                   Guarantees

11.01. Guarantees..................................................................    70
11.02. Limitation on Liability.....................................................    72
11.03. Releases of Guarantees......................................................    72
11.04. Successors and Assigns......................................................    72
11.05. No Waiver...................................................................    73
11.06. Modification................................................................    73
11.07. Execution of Supplemental Indenture for Future Guarantors...................    73
11.08. Non-Impairment..............................................................    73

                                   ARTICLE XII

                                  Miscellaneous

12.01. Trust Indenture Act Controls................................................    73
12.02. Notices.....................................................................    73
12.03. Communication by Holders with Other Holders.................................    74
12.04. Certificate and Opinion as to Conditions Precedent..........................    74
12.05. Statements Required in Certificate or Opinion...............................    75
12.06. Rules by Trustee, Paying Agent and Registrar................................    75
12.07. Legal Holidays..............................................................    75
12.08. GOVERNING LAW...............................................................    75
12.09. No Recourse Against Others..................................................    75
12.10. Successors..................................................................    76
12.11. Counterpart Originals.......................................................    76
12.12. Table of Contents; Headings.................................................    76



Exhibit A  - Form of Note
Exhibit B  - Form of Supplemental Indenture

                                      -iv-


            INDENTURE dated as of August 16, 2004, among CRICKET COMMUNICATIONS,
INC., a Delaware corporation (the "Company"), LEAP WIRELESS INTERNATIONAL, INC.,
a Delaware corporation, as guarantor (the "Parent"), the Guarantors (as defined
herein), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as trustee (the "Trustee").

            Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders (as defined herein) of (a)
the Company's 13% Senior Secured Pay-in-Kind Notes due 2011 issued on the date
hereof (the "Original Notes"), and (b) any PIK Notes (as defined herein) that
may be issued under this Indenture (all such Notes in clauses (a) and (b) being
referred to collectively as the "Notes"). On the date hereof, $350,000,000 in
aggregate principal amount of Original Notes will be initially issued. The
Company may issue PIK Notes from time to time hereunder in payment of interest
on the Notes pursuant to the terms hereof.

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            1.01. Definitions.

            "Adjusted Consolidated Net Income" means, for any period, the
aggregate consolidated net income (or loss) of the Parent, the Company and the
Restricted Subsidiaries for such period determined in conformity with GAAP;
provided that the following items shall be excluded in computing Adjusted
Consolidated Net Income (without duplication):

            (i) the net income of any other Person that is not a Restricted
Subsidiary, except to the extent of the amount of dividends or other
distributions actually paid to the Parent, the Company or any of the Restricted
Subsidiaries by such other Person during such period;

            (ii) solely for the purposes of calculating the amount of Restricted
Payments that may be made pursuant to Section 4.04(a)(4)(C) (and in such case,
except to the extent includable pursuant to clause (i) above), the net income
(or loss) of any other Person accrued prior to the date it becomes a Restricted
Subsidiary or is merged into or consolidated with the Parent, the Company or any
of the Restricted Subsidiaries or all or substantially all of the property and
assets of the other Person are acquired by the Parent, the Company or any of the
Restricted Subsidiaries;

            (iii) the net income of any Restricted Subsidiary to the extent that
the declaration or payment of dividends or similar distributions by such
Restricted Subsidiary of such net income is not at the time of determination
permitted by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to such Restricted Subsidiary;

            (iv) any gains or losses (on an after-tax basis) attributable to
sales of assets of the Parent, the Company or any of the Restricted Subsidiaries
other than in the ordinary course of business;



            (v) solely for purposes of calculating the amount of Restricted
Payments that may be made pursuant to Section 4.04(a)(4)(C), any amount paid or
accrued as dividends on Preferred Stock of the Parent, the Company or any of the
Restricted Subsidiaries owned by Persons other than the Parent, the Company or
any of the Restricted Subsidiaries;

            (vi) all extraordinary gains and extraordinary losses, including
charges resulting from impairments of indefinite-lived or long-lived assets of
the Parent, the Company or any of the Restricted Subsidiaries;

            (vii) any compensation expense paid or payable solely with Capital
Stock (other than Disqualified Stock) of the Parent or any options, warrants or
other rights to acquire Capital Stock (other than Disqualified Stock) of the
Parent; and

            (viii) the cumulative effect of a change in accounting principles.

            "Adjusted Consolidated Net Tangible Assets" means the total amount
of assets of the Parent, the Company and the Restricted Subsidiaries (less
applicable depreciation, amortization and other valuation reserves), excluding
write-ups of capital assets (other than write-ups of tangible assets in
connection with accounting for acquisitions made in conformity with GAAP), after
deducting therefrom (i) all current liabilities of the Parent, the Company and
the Restricted Subsidiaries (excluding intercompany items) and (ii) all
goodwill, trade names, trademarks, patents, copyrights, organizational and
developmental expenses, unamortized debt discount and expense, unamortized
deferred charges and other like intangibles (other than FCC license acquisition
costs), all as set forth on the most recent quarterly or annual consolidated
balance sheet information of the Parent, the Company and the Restricted
Subsidiaries, prepared in conformity with GAAP.

            "Affiliate" means, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise. For purposes of
Section 4.07 only, "Affiliate" shall also mean any beneficial owner of shares
representing more than 10% of the total voting power of the Voting Stock (on a
fully diluted basis) of the Parent or the Company or of rights or warrants to
purchase such Voting Stock (whether or not currently exercisable) and any Person
who would be an Affiliate of any such beneficial owner pursuant to the first
sentence hereof.

            "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange.

            "Asset Sale" means any sale, transfer or other disposition
(including by way of merger, consolidation or Sale/Leaseback Transaction) in one
transaction or a series of related transactions by the Parent, the Company or
any of the Restricted Subsidiaries to any Person (other than the Parent, the
Company or any of the Restricted Subsidiaries) of (i) all or any of the

                                      -2-


Capital Stock of the Company or any Restricted Subsidiary, (ii) all or
substantially all of the property and assets of an operating unit or business of
the Parent, the Company or any of the Restricted Subsidiaries or (iii) any other
property and assets of the Parent, the Company or any of the Restricted
Subsidiaries outside the ordinary course of business of the Parent, the Company
or such Restricted Subsidiary and, in each case, that is not governed by the
provisions of Section 5.01; provided that "Asset Sale" shall not include (a)
sales or other dispositions of inventory in the ordinary course of business, (b)
sales, transfers or other dispositions of assets constituting a Restricted
Payment permitted to be made under Section 4.04, (c) sales or other dispositions
of assets or Capital Stock by the Parent, the Company or a Restricted Subsidiary
to the Parent, the Company or another Restricted Subsidiary, (d) sales or other
dispositions of assets, not to exceed $25.0 million in fair market value in any
calendar year, for consideration at least equal to the fair market value of the
assets sold or disposed of (as determined in good faith by the Board of
Directors of the Parent, whose good faith determination shall be conclusive and
evidenced by a Board Resolution), provided that at least 75% of the fair market
value of the consideration received (as determined in good faith by the Board of
Directors of the Parent, whose good faith determination shall be conclusive and
evidenced by a Board Resolution) consists of property or assets (other than
current assets) of a nature or type that are used in a business, or a company
having property or assets or engaged in a business, similar or related to the
nature or type of the property or assets of, or business of, the Parent, the
Company and the Restricted Subsidiaries, or (e) sales or other dispositions of
obsolete or excess assets with a fair market value not in excess of $5.0 million
per calendar year (as certified in an Officer's Certificate). Notwithstanding
the foregoing, the sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole will be governed by the provisions of Sections 4.08 and/or 5.01 and not by
the provisions of Section 4.06.

            "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate implicit in such transaction, determined in accordance with GAAP)
of the total obligations of the lessee for rental payments during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any
period for which such lease has been extended or may be, at the option of the
lessor, extended).

            "Average Life" means, at any date of determination with respect to
any Indebtedness, the quotient obtained by dividing (i) the sum of the products
of (a) the number of years from such date of determination to the dates of each
successive scheduled principal payment of such Indebtedness and (b) the amount
of such principal payment by (ii) the sum of all such principal payments.

            "Board of Directors" means the board of directors (for a
corporation) or similar governing body (for other entities) of a Person, or any
committee thereof duly authorized to act on behalf of such Board of Directors.

            "Board Resolution" means a copy of a resolution certified by a
secretary or assistant secretary of a Person to have been duly adopted by the
Board of Directors of such Person and to be in full force and effect on the date
of such certification and delivered to the Trustee.

                                      -3-


            "Business Day" means each day which is not a Legal Holiday.

            "Capital Expenditures" means any expense or charge incurred by a
Person that would be classified under GAAP as a capital expenditure.

            "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) in the equity of such Person, whether now
outstanding or issued after the Closing Date, including, without limitation, all
Common Stock and Preferred Stock.

            "Capitalized Lease" means, as applied to any Person, any lease of
any property (whether real, personal or mixed) of which the discounted present
value of the rental obligations of such Person as lessee in conformity with
GAAP, is required to be capitalized on the balance sheet of such Person.

            "Capitalized Lease Obligations" means the discounted present value
of the rental obligations under a Capitalized Lease.

            "Cash Equivalents" means:

            (i) United States dollars;

            (ii) securities issued or directly and fully guaranteed or insured
by the United States government or any agency or instrumentality of the United
States government (provided that the full faith and credit of the United States
is pledged in support of those securities) having maturities of not more than
six months from the date of acquisition;

            (iii) certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case, with any domestic commercial bank having capital and
surplus in excess of $250.0 million and a Thomson Bank Watch Rating of "B" or
better;

            (iv) repurchase obligations with a term of not more than seven days
for underlying securities of the types described in clauses (ii) and (iii) above
entered into with any financial institution meeting the qualifications specified
in clause (iii) above;

            (v) commercial paper having the highest rating obtainable from
Moody's Investors Service, Inc. or Standard & Poor's Corporation and, in each
case, maturing within six months after the date of acquisition; and

            (vi) money market funds at least 95% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (i) through (v) of
this definition.

            "Change of Control" means such time as (i) a "person" or "group"
(within the meaning of Section 13(d) or 14(d)(2) under the Exchange Act) becomes
the ultimate "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act) of more than 35% of the total voting

                                      -4-


power of the Voting Stock of the Parent or the Company on a fully diluted basis;
or (ii) individuals who on the Closing Date constitute the Board of Directors of
the Parent or the Company (together with any new directors whose election by
such Board of Directors or whose nomination for election by the Parent's or the
Company's stockholders, as applicable, was approved by a vote of at least a
majority of the members of the Board of Directors of the Parent or the Company,
as applicable, then in office who either were members of the Board of Directors
of the Parent or the Company, as applicable, on the Closing Date or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the members of the Board of Directors of the
Parent or the Company, as applicable, then in office; or (ii) the Company ceases
to be a Subsidiary of the Parent.

            "Closing Date" means the date of this Indenture, on which date the
Original Notes were originally issued hereunder.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Collateral" means all property and assets of the Company or any
Guarantor with respect to which from time to time a Lien is granted as security
for the Notes or the Guarantees pursuant to the applicable Security Documents.

            "Collateral Agent" means Wells Fargo Bank, National Association, in
its capacity as collateral agent under the Security Documents, or any successor
thereto.

            "Common Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's equity, other than Preferred
Stock of such Person, whether now outstanding or issued after the Closing Date,
including without limitation, all series and classes of such common stock.

            "Company" means the party named as such in the preamble of this
Indenture until a successor replaces it and, thereafter, means the successor
and, for purposes of any provision contained herein and required by the TIA,
each other obligor on the indenture securities.

            "Consolidated EBITDA" means, for any period, Adjusted Consolidated
Net Income for such period plus, to the extent such amount was deducted in
calculating Adjusted Consolidated Net Income (i) Consolidated Interest Expense,
(ii) income taxes (other than income taxes (either positive or negative)
attributable to extraordinary and non-recurring gains or losses or sales of
assets), (iii) depreciation expense, (iv) amortization expense, and (v) all
other non-cash items reducing Adjusted Consolidated Net Income (other than items
that will require cash payments and for which an accrual or reserve is, or is
required by GAAP to be, made), less all non-cash items increasing Adjusted
Consolidated Net Income, all as determined on a consolidated basis in conformity
with GAAP; provided that, if any Restricted Subsidiary is not a Wholly Owned
Restricted Subsidiary, Consolidated EBITDA shall be reduced (to the extent not
otherwise reduced in accordance with GAAP) by an amount equal to (a) the amount
of the Adjusted Consolidated Net Income attributable to such Restricted
Subsidiary multiplied by (b) the percentage ownership interest in the income of
such Restricted Subsidiary not owned on the last day of such period by the
Parent, the Company or any of the Restricted Subsidiaries.

                                      -5-


            "Consolidated Indebtedness" means the consolidated Indebtedness of
the Parent, the Company and the Restricted Subsidiaries determined in accordance
with GAAP consistently applied, but not including consolidation of Indebtedness
of Unrestricted Subsidiaries.

            "Consolidated Interest Expense" means, for any period, the total
consolidated interest expense of the Parent, the Company and the Restricted
Subsidiaries, plus, to the extent not included in such interest expense: (i)
interest expense attributable to Capitalized Lease Obligations and Attributable
Debt; (ii) amortization of debt discount and debt issuance cost; (iii)
capitalized interest; (iv) non-cash interest payments; (v) commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing; (vi) net costs under Interest Rate Agreements
(including amortization of fees); (vii) dividends in respect of any Disqualified
Stock held by Persons other than the Parent, the Company or a Restricted
Subsidiary; (viii) interest expense attributable to deferred payment
obligations; and (ix) interest expense on Indebtedness of another Person to the
extent that such Indebtedness is guaranteed by the Parent, the Company or a
Restricted Subsidiary.

            "Currency Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement.

            "Custodian" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.

            "Debt to Consolidated EBITDA Ratio" means, as of any date of
determination (the "Calculation Date"), the ratio of (a) Consolidated
Indebtedness as of the Calculation Date to (b) Consolidated EBITDA for the four
most recent full fiscal quarters ending immediately prior to the Calculation
Date and for which financial statements have been delivered to the Trustee and
the Holders in accordance with Section 4.02, determined on a pro forma basis
after giving effect to all acquisitions or dispositions of assets made by the
Parent, the Company and any of the Restricted Subsidiaries from the beginning of
such four-quarter period through and including such Calculation Date (including
any related financing transactions) as if such acquisitions and dispositions had
occurred at the beginning of such four-quarter period. In addition, for purposes
of making the computation referred to above, (i) acquisitions that have been
made by the Parent, the Company or any of the Restricted Subsidiaries, including
through mergers or consolidations and including any related financing
transactions, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date shall be deemed to have
occurred on the first day of the four-quarter reference period and Consolidated
EBITDA for such reference period shall be calculated without giving effect to
clause (viii) of the proviso set forth in the definition of Adjusted
Consolidated Net Income, and (ii) the Consolidated EBITDA attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded.

            "Debt to Consolidated EBITDA less Capital Expenditures Ratio" means,
as of any date of determination (the "Calculation Date"), the ratio of (a)
Consolidated Indebtedness as of the Calculation Date to (b) Consolidated EBITDA
less any Capital Expenditures by the Parent, the Company and the Restricted
Subsidiaries for the four most recent full fiscal quarters ending immediately
prior to the Calculation Date and for which financial statements have been
delivered to the Trustee and the Holders in accordance with Section 4.02,
determined on a pro

                                      -6-


forma basis after giving effect to all acquisitions or dispositions of assets
made by the Parent, the Company and any of the Restricted Subsidiaries from the
beginning of such four-quarter period through and including such Calculation
Date (including any related financing transactions) as if such acquisitions and
dispositions had occurred at the beginning of such four-quarter period. In
addition, for purposes of making the computation referred to above, (i)
acquisitions that have been made by the Parent, the Company or any of the
Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the Calculation
Date shall be deemed to have occurred on the first day of the four-quarter
reference period and Consolidated EBITDA for such reference period shall be
calculated without giving effect to clause (viii) of the proviso set forth in
the definition of Adjusted Consolidated Net Income, and (ii) the Consolidated
EBITDA attributable to discontinued operations, as determined in accordance with
GAAP, and operations or businesses disposed of prior to the Calculation Date,
shall be excluded.

            "Default" means any event that is, or after notice or passage of
time or both would be, an Event of Default.

            "Definitive Notes" means one or more certificated Notes registered
in the name of the Holder thereof and issued in accordance with Section 2.06
hereof, substantially in the form of Exhibit A hereto, except that such Note
shall not bear the Global Note Legend and shall not have the "Schedule of
Exchanges of Interests in the Global Note" attached thereto.

            "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provisions of this Indenture.

            "Disinterested Director" means, with respect to any transaction,
including an acquisition of FCC wireless licenses, a member of the Board of
Directors of the Parent who is not an officer or employee of the Parent, the
Company or a Subsidiary and would not be a party to, or have a financial
interest in, such transaction. For purposes of this definition, no person would
be deemed not to be a Disinterested Director solely because such person holds
Capital Stock of the Parent.

            "Disqualified Stock" means any class or series of Capital Stock of
any Person that by its terms or otherwise is (i) required to be redeemed prior
to the Stated Maturity of the Notes, (ii) redeemable at the option of the Holder
of such class or series of Capital Stock at any time prior to the Stated
Maturity of the Notes or (iii) convertible into or exchangeable for Capital
Stock referred to in clause (i) or (ii) above or Indebtedness having a scheduled
maturity prior to the Stated Maturity of the Notes; provided that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving Holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the Stated Maturity of the Notes shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are no more favorable to the Holders of such
Capital Stock than the provisions contained in Sections 4.06 and 4.08 and such
Capital Stock specifically provides that such Person will not

                                      -7-


repurchase or redeem any such stock pursuant to such provision prior to the
Company's repurchase of such Notes as are required to be repurchased pursuant to
Sections 4.06 and 4.08.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors of the Parent, whose
determination shall be conclusive if evidenced by a Board Resolution.

            "FCC" means the Federal Communications Commission.

            "GAAP" means generally accepted accounting principles in the United
States of America, including, without limitation, those set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession,
as in effect from time to time.

            "Global Notes" means, individually and collectively, each of the
permanent global Note substantially in the form of Exhibit A hereto that bears
the Global Note Legend and that has the "Schedule of Exchanges of Interests in
the Global Note" attached thereto, and that is deposited with or on behalf of
and registered in the name of the Depositary.

            "Global Note Legend" means the legend set forth in Section 2.06(f),
which is required to be placed on the Global Note issued under this Indenture.

            "Guarantees" mean any guarantees by the Guarantors of the Guaranteed
Obligations.

            "guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness or other
obligation of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided that the term "guarantee" shall
not include endorsements for collection or deposit in the ordinary course of
business. The term "guarantee" used as a verb has a corresponding meaning.

            "Guarantor" means the Parent, all Restricted Subsidiaries of the
Parent (other than the Company), and all Restricted Subsidiaries of the Company,
each of which shall execute a

                                      -8-


Guarantee in accordance with the provisions of this Indenture, and their
respective successors and assigns.

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

            "Holder" means the Person in whose name a Note is registered on the
Registrar's books.

            "Incur" means, with respect to any Indebtedness, to incur, create,
issue, assume, guarantee or otherwise become liable for or with respect to, or
become responsible for, the payment of, contingently or otherwise, such
Indebtedness, including an "Incurrence" of Indebtedness by reason of a Person
becoming a Restricted Subsidiary; provided that neither the accrual of interest
nor the accretion of original issue discount shall be considered an Incurrence
of Indebtedness.

            "Indebtedness" means, with respect to any Person at any date of
determination (without duplication):

            (i) all indebtedness of such Person for borrowed money;

            (ii) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments;

            (iii) all obligations of such Person in respect of letters of credit
or other similar instruments (including reimbursement obligations with respect
thereto), other than standby letters of credit and performance bonds entered
into in the ordinary course of business of such Person to the extent such
letters of credit are not drawn upon or, if drawn upon, to the extent such
drawing is reimbursed no later than the third Business Day following receipt by
such Person of a demand for reimbursement;

            (iv) all obligations of such Person to pay the deferred and unpaid
purchase price of property or services, except Trade Payables;

            (v) all Capitalized Lease Obligations and all Attributable Debt;

            (vi) all Indebtedness of other Persons secured by a Lien on any
asset of such Person, whether or not such Indebtedness is assumed by such
Person; provided that the amount of such Indebtedness shall be the lesser of (a)
the fair market value of such asset at such date of determination and (b) the
amount of such Indebtedness;

            (vii) all Indebtedness of other Persons guaranteed by such Person to
the extent such Indebtedness is guaranteed by such Person;

            (viii) Disqualified Stock; and

            (ix) to the extent not otherwise included in this definition,
obligations under Currency Agreements and Interest Rate Agreements.

                                      -9-


            For purposes of clause (viii), Disqualified Stock shall be valued at
the maximum fixed redemption, repayment or repurchase price, which shall be
calculated in accordance with the terms of such Disqualified Stock as if such
Disqualified Stock were repurchased on any date on which Indebtedness shall be
required to be determined under this Indenture; provided, however, that if such
Disqualified Stock is not then permitted to be redeemed, repaid or repurchased,
the redemption, repayment or repurchase price shall be the book value of such
Disqualified Stock. The amount of Indebtedness of any Person at any date shall
be the outstanding balance at such date (or in the case of a revolving credit or
other similar facility, the total amount of funds outstanding and/or available
on the date of determination) of all unconditional obligations as described
above and, with respect to contingent obligations, the maximum liability upon
the occurrence of the contingency giving rise to the obligation, provided (1)
that the amount outstanding at any time of any Indebtedness issued with original
issue discount is the face amount of such Indebtedness less the unamortized
portion of the original issue discount of such Indebtedness at the time of its
issuance as determined in conformity with GAAP, (2) money borrowed at the time
of the Incurrence of any Indebtedness in order to pre-fund the payment of
interest on such Indebtedness shall be deemed not to be "Indebtedness" so long
as such money is held to secure the payment of such interest, (3) contingent
obligations arising in connection with the acquisition of any business or
Person, based on the future performance of such business or Person, shall not
constitute Indebtedness except to the extent such obligations are not paid
within seven Business Days of the date such contingency is resolved under GAAP
and are recorded as a liability on the books of the Parent, the Company and
their Subsidiaries and (4) liabilities for federal, state, local or other taxes
shall not constitute Indebtedness.

            "Indenture" means this Indenture as amended or supplemented from
time to time.

            "Indenture Documents" means (a) this Indenture, the Notes and the
Security Documents and (b) any other related document or instrument executed and
delivered pursuant to any Indenture Document described in clause (a) of this
definition evidencing or governing Obligations.

            "Indirect Participant" means a Person who holds a beneficial
interest in the Global Note through a Participant.

            "Interest Rate Agreement" means any interest rate protection
agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedge agreement, or other similar agreement or
arrangement.

            "Investment" in any Person means any direct or indirect advance,
loan or other extension of credit (including, without limitation, by way of
guarantee or similar arrangement; but excluding advances to customers in the
ordinary course of business that are, in conformity with GAAP, recorded as
accounts receivable on the balance sheet of the Parent, the Company or the
Restricted Subsidiaries) or capital contribution to (by means of any transfer of
cash or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,
bonds, notes or other similar instruments issued by, such Person and shall
include (i) the designation of a Restricted Subsidiary as an Unrestricted

                                      -10-


Subsidiary and (ii) the fair market value of the Capital Stock (or any other
Investment), held by the Parent, the Company or any of the Restricted
Subsidiaries, of (or in) any Person that has ceased to be a Restricted
Subsidiary. For purposes of the definition of "Unrestricted Subsidiary" and
Section 4.04, (a) the amount of or a reduction in an Investment shall be equal
to the fair market value thereof at the time such Investment is made or reduced
and (b) in the event the Parent, the Company or any Restricted Subsidiary makes
an Investment by transferring assets to any Person and as part of such
transaction receives Net Cash Proceeds, the amount of such Investment shall be
the fair market value of the assets less the amount of Net Cash Proceeds so
received, provided that the Net Cash Proceeds are applied in accordance with
Section 4.06(b)(i) or (ii).

            "Leverage Ratios" means the Debt to Consolidated EBITDA Ratio and
the Debt to Consolidated EBITDA less Capital Expenditures Ratio.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including, without limitation, any conditional sale
or other title retention agreement or lease in the nature thereof or any
agreement to give any security interest).

            "Moody's" means Moody's Investors Service, Inc. and its successors.

            "Mortgaged Property" includes each parcel of real property and the
improvements thereto with respect to which a Mortgage is granted pursuant to
Section 4.11.

            "Mortgages" means a mortgage, deed of trust, assignment of leases
and rents, leasehold mortgage or other security document granting a Lien on any
Mortgaged Property to secure the Obligations.

            "Net Cash Proceeds" means, (i) with respect to any Asset Sale, the
proceeds of such Asset Sale in the form of cash or Cash Equivalents, including
payments in respect of deferred payment obligations (to the extent corresponding
to the principal, but not interest, component thereof) when received in the form
of cash or Cash Equivalents (except to the extent such obligations are financed
or sold with recourse to the Parent, the Company or any Restricted Subsidiary)
and proceeds from the conversion of other property received when converted to
cash or Cash Equivalents, net of (a) brokerage commissions and other fees and
expenses (including fees and expenses of counsel and investment bankers) related
to such Asset Sale, (b) provisions for all taxes as a result of such Asset Sale,
(c) payments made to repay Indebtedness outstanding at the time of such Asset
Sale that is secured by a Lien on the property or assets sold and (d)
appropriate amounts to be provided by the Parent, the Company or any Restricted
Subsidiary as a reserve against any liabilities associated with such Asset Sale,
including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
determined in conformity with GAAP and (ii) with respect to any issuance or sale
of Capital Stock, the proceeds of such issuance or sale in the form of cash or
Cash Equivalents, including payments in respect of deferred payment obligations
(to the extent corresponding to the principal, but not interest, component
thereof) when received in the form of cash or Cash Equivalents (except to the
extent such obligations are financed or sold with recourse to the Parent, the
Company or any Restricted Subsidiary) and proceeds from the conversion of other

                                      -11-


property received when converted to cash or Cash Equivalents, net of attorney's
fees, accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees incurred in connection with
such issuance or sale and net of taxes paid or payable as a result thereof.

            "Notes" means the Notes issued under this Indenture, and includes
the Original Notes and the PIK Notes.

            "Obligations" means all obligations of the Company and the
Guarantors under the Indenture, the Notes and the other Indenture Documents,
including obligations to the Trustee and the Collateral Agent whether for
payment of principal of, premium, if any, or interest on the Notes and all other
monetary obligations of the Company and the Guarantors under the Indenture, the
Notes and the other Indenture Documents, whether for fees, expenses,
indemnification or otherwise.

            "Offer to Purchase" means an offer by the Company to purchase Notes
from the Holders under Section 4.06(b) or 4.08(a), which shall be commenced by
mailing a notice to the Trustee and each Holder stating:

            (i) the covenant pursuant to which the offer is being made and that
all Notes validly tendered will be accepted for payment on a pro rata basis;

            (ii) the purchase price and the date of purchase (which shall be a
Business Day no earlier than 30 days nor later than 60 days from the date such
notice is mailed) (the "Payment Date");

            (iii) that any Note not tendered will continue to accrue interest
pursuant to its terms;

            (iv) that, unless the Company defaults in the payment of the
purchase price, any Note accepted for payment pursuant to the Offer to Purchase
shall cease to accrue interest or original issue discount on and after the
Payment Date;

            (v) that Holders electing to have a Note purchased pursuant to the
Offer to Purchase will be required to surrender the Note, together with the form
entitled "Option of the Holder to Elect Purchase" on the reverse side of the
Note completed, to the Paying Agent at the address specified in the notice prior
to the close of business on the Business Day immediately preceding the Payment
Date;

            (vi) that Holders will be entitled to withdraw their election if the
Paying Agent receives, not later than the close of business on the third
Business Day immediately preceding the Payment Date, a telegram, facsimile
transmission or letter setting forth the name of such Holder, the principal
amount of Notes delivered for purchase and a statement that such Holder is
withdrawing his election to have such Notes purchased; and

            (vii) that Holders whose Notes are being purchased only in part will
be issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered; provided that each Note purchased shall be in an integral
multiple of $100 of the principal

                                      -12-


amount at maturity of the Notes and each new Note issued shall be in a principal
amount at maturity of $100 or integral multiples thereof.

            On the Payment Date, the Company shall: (a) accept for payment on a
pro rata basis Notes or portions thereof validly tendered pursuant to an Offer
to Purchase; (b) deposit with the Paying Agent money sufficient to pay the
purchase price of all Notes or portions thereof so accepted; and (c) deliver, or
cause to be delivered, to the Trustee all Notes or portions thereof so accepted
together with an Officer's Certificate specifying the Notes or portions thereof
accepted for payment by the Company. The Paying Agent shall promptly mail to the
Holders of Notes so accepted payment in an amount equal to the purchase price,
and the Trustee shall promptly authenticate and mail to such Holders a new Note
equal in principal amount to any unpurchased portion of the Note surrendered;
provided that each Note purchased shall be in an integral multiple of $100 of
the principal amount at maturity of the Notes and each new Note issued shall be
in a principal amount at maturity of $100 or integral multiples thereof. If,
pursuant to an Offer to Purchase, a Note is purchased on or after an interest
record date but on or prior to the related interest payment date, then any
accrued and unpaid interest shall be paid to the Person in whose name such Note
was registered at the close of business on such record date. The Parent and the
Company will publicly announce the results of an Offer to Purchase as soon as
practicable after the Payment Date. The Trustee shall act as the Paying Agent
for an Offer to Purchase. The Company will comply with Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable, in the event that the Company
is required to repurchase Notes pursuant to an Offer to Purchase. To the extent
that the provisions of any applicable federal or state securities laws or
regulations conflict with the provision of this Indenture relating to an Offer
to Purchase, the Company will comply with such laws or regulations and will not
be deemed to have breached such provisions of this Indenture by virtue thereof.

            "Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
the Company. "Officer" of a Guarantor has a correlative meaning.

            "Officer's Certificate" of any Person means a certificate signed on
behalf of such Person by the principal executive officer, the principal
accounting officer or the principal financial officer of such Person.

            "Opinion of Counsel" means a written opinion (subject to customary
assumptions and exclusions) from legal counsel who is reasonably acceptable to
the Trustee. The counsel may be an employee of or counsel to the Company, a
Guarantor or the Trustee.

            "Original Notes" means the $350,000,000 original principal amount of
13% Senior Secured Pay-in-Kind Notes due 2011, issued on the Closing Date under
the terms of this Indenture.

            "Parent" means the party named as such in the preamble of this
Indenture until a successor replaces it and, thereafter, means the successor.

                                      -13-


            "Participant" means, with respect to the Depositary, a Person who
has an account with the Depositary.

            "Permitted Investment" means:

            (i) an Investment in the Company, any Restricted Subsidiary or a
Person that, as a result of such Investment becomes a Restricted Subsidiary,
provided that such Person's primary business is related, ancillary or
complementary to the businesses of the Parent, the Company and the Restricted
Subsidiaries on the date of such Investment;

            (ii) Temporary Cash Investments;

            (iii) payroll, travel and similar advances in the ordinary course of
business to cover matters that are expected at the time of such advances
ultimately to be treated as expenses in accordance with GAAP that do not in the
aggregate exceed $3.0 million at any time outstanding;

            (iv) stock, obligations or securities received in satisfaction of
judgments;

            (v) Investments in prepaid expenses, negotiable instruments held for
collection, and lease, utility and worker's compensation, performance and other
similar deposits made in the ordinary course of business;

            (vi) Interest Rate Agreements and Currency Agreements designed
solely to protect the Parent, the Company and the Restricted Subsidiaries
against fluctuations in interest rates or foreign currency exchange rates;

            (vii) loans or advances to officers or employees of the Parent, the
Company or any Restricted Subsidiary that do not in the aggregate exceed $1.0
million at any time outstanding;

            (viii) Investments existing on the Closing Date;

            (ix) Investments made as a result of the receipt of non-cash
consideration from an Asset Sale that was made in compliance with Section 4.06;
and

            (x) Investments in securities received in satisfaction of accounts
receivable pursuant to any plan of reorganization or similar arrangement upon
the bankruptcy of the obligor on such accounts receivable.

            "Permitted Liens" means:

            (i) Liens for taxes, assessments, governmental charges or claims
that are not yet due and payable or that are being contested in good faith by
appropriate legal proceedings promptly instituted and diligently conducted and
for which a reserve or other appropriate provision, if any, as shall be required
in conformity with GAAP shall have been made;

                                      -14-


            (ii) statutory and common law Liens of landlords and carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen or other similar
Liens arising in the ordinary course of business and with respect to amounts not
yet delinquent or being contested in good faith by appropriate legal proceedings
promptly instituted and diligently conducted and for which a reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made;

            (iii) Liens (other than any Lien imposed by ERISA) incurred or
deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security;

            (iv) Liens incurred or deposits made (including deposits made to the
FCC) to secure the performance of tenders, bids, leases, statutory or regulatory
obligations, bankers' acceptances, surety and appeal bonds, government
contracts, performance and return-of-money bonds and other obligations of a
similar nature incurred in the ordinary course of business (exclusive of
obligations for the payment of borrowed money);

            (v) easements, rights-of-way, municipal and zoning ordinances and
similar charges, encumbrances, title defects or other irregularities that do not
materially interfere with the ordinary course of business of the Parent, the
Company or any of the Restricted Subsidiaries;

            (vi) Liens (including extensions and renewals thereof and including
any interest or title of a lessor in the property subject to any Capitalized
Lease) upon real or personal property acquired after the Closing Date; provided
that (a) such Lien is created solely for the purpose of securing Indebtedness
(including any Capitalized Lease) Incurred, in accordance with clause (v) of the
definition of Permitted Debt, and is created prior to, at the time of or within
six months after the later of the acquisition, the completion of construction or
the commencement of full operation of such property or is granted to secure
indebtedness incurred to Refinance any Indebtedness previously so secured, and
(b) any such Lien shall not extend to or cover any property or assets other than
such item of property or assets and any improvements on such item;

            (vii) any interest or title of a lessor in the property subject to
any operating lease;

            (viii) Liens on property of any Person existing at the time such
Person becomes, or becomes a part of, any Restricted Subsidiary; provided that
such Liens were not created or incurred in connection with, or in contemplation
of, such Person becoming a Restricted Subsidiary and do not extend to or cover
any property or assets of the Parent, the Company or any Restricted Subsidiary
other than the property or assets acquired;

            (ix) Liens in favor of the Parent, the Company or any Restricted
Subsidiary;

            (x) Liens arising from the rendering of a final judgment or order
against the Parent, the Company or any Restricted Subsidiary that does not give
rise to an Event of Default;

            (xi) Liens arising by reason of deposits necessary to obtain standby
letters of credit in the ordinary course of business (including deposits
necessary to obtain standby letters of credit);

                                      -15-


            (xii) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties not yet due and payable in
connection with the importation of goods;

            (xiii) Liens encumbering customary initial deposits and margin
deposits, and other Liens that are within the general parameters customary in
the industry and incurred in the ordinary course of business, in each case,
securing Indebtedness under Interest Rate Agreements and Currency Agreements
designed solely to protect the Parent, the Company or any of the Restricted
Subsidiaries from fluctuations in interest rates or foreign currency exchange
rates;

            (xiv) Liens on wireless licenses issued by the FCC to secure
obligations in favor of the FCC;

            (xv) Liens existing on the Closing Date;

            (xvi) Liens on any assets or Capital Stock of the Parent, the
Company or the Restricted Subsidiaries created in favor of the Holders; and

            (xvii) Liens securing Indebtedness which is Incurred to Refinance
secured Indebtedness which is permitted to be Incurred under Section
4.03(b)(ii); provided that such Liens do not extend to or cover any property or
assets of the Parent, the Company or any Restricted Subsidiary other than the
property or assets securing the Indebtedness being Refinanced; and provided
further, that if the property or assets securing the Indebtedness being
Refinanced consist of one or more FCC wireless licenses, such Liens may also
extend to or cover the outstanding Capital Stock of one or more corporations
that (A) own such licenses and (B) do not own any other material assets.

            "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

            "PIK Notes" means any 13% Senior Secured Pay-in-Kind Notes due 2011,
issued in lieu of cash payment of interest on the Notes under the terms of this
Indenture.

            "Pledge Agreement" means the Pledge Agreement dated August 16, 2004
among the Company, the Grantors (as defined therein) and the Collateral Agent.

            "Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's preferred or preference equity,
whether now outstanding or issued after the Closing Date, including, without
limitation, all series and classes of such preferred stock or preference stock.

            "Qualified Proceeds" means the Net Cash Proceeds received by the
Parent on or after the Closing Date from the issuance and sale of its Capital
Stock (other than Disqualified Stock) to a Person that is not a Subsidiary of
the Parent.

                                      -16-


            "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

            "Restricted Subsidiary" means any Subsidiary of the Parent (other
than the Company) or the Company other than an Unrestricted Subsidiary.

            "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired by the Parent, the Company or a
Restricted Subsidiary whereby the Parent, the Company or a Restricted Subsidiary
transfers such property to a Person and the Parent, the Company or a Restricted
Subsidiary leases it from such Person, other than leases between the Company and
a Wholly Owned Restricted Subsidiary or between Wholly Owned Restricted
Subsidiaries.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Security Agreement" means the Security Agreement dated August 16,
2004, among the Company, the Grantors (as defined therein) and the Collateral
Agent.

            "Security Documents" means the Security Agreement, the Pledge
Agreement, the Mortgages and any other document or instrument pursuant to which
a Lien is granted by the Company or any Guarantor to secure any Obligations or
under which rights or remedies with respect to such Lien are governed, as such
agreements may be amended, modified or supplemented from time to time.

            "S&P" means Standard & Poor's Ratings Group, a division of the
McGraw-Hill Companies.

            "Stated Maturity" means, (i) with respect to any debt security, the
date specified in such debt security as the fixed date on which the final
installment of principal of such debt security is due and payable and (ii) with
respect to any scheduled installment of principal of, premium, if any, or
interest on any debt security, the date specified in such debt security as the
fixed date on which such installment is due and payable.

            "Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the voting power
of the outstanding Voting Stock is owned, directly or indirectly, by such Person
and one or more other Subsidiaries of such Person.

            "Temporary Cash Investment" means any of the following:

            (i) direct obligations of the United States of America or any agency
thereof or obligations fully and unconditionally guaranteed by the United States
of America or any agency thereof, in each case maturing within one year after
the date of acquisition;

            (ii) demand deposit accounts, time deposit accounts, certificates of
deposit and money market deposits maturing within 180 days of the date of
acquisition thereof issued by

                                      -17-


a bank or trust company which is organized under the laws of the United States
of America, any state thereof or any foreign country recognized by the United
States, and which bank or trust company has capital, surplus and undivided
profits aggregating in excess of $50 million (or the foreign currency equivalent
thereof) and has outstanding debt which is rated "A" (or such similar equivalent
rating) or higher by at least one nationally recognized statistical rating
organization (as defined in Rule 436 under the Securities Act) or any
moneymarket fund sponsored by a registered broker dealer or mutual fund
distribution;

            (iii) repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in clause (i) above entered
into with a bank meeting the qualifications described in clause (ii) above;

            (iv) commercial paper, maturing not more than 270 days after the
date of acquisition, issued by a corporation (other than an Affiliate of the
Company) organized and in existence under the laws of the United States of
America, any state thereof or any foreign country recognized by the United
States of America with a rating at the time as of which any investment therein
is made of "P-1" (or higher) according to Moody's or "A-1" (or higher) according
to S&P; and

            (v) securities with maturities of six months or less from the date
of acquisition issued or fully and unconditionally guaranteed by any state,
commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, and rated at least "A" by S&P or
Moody's.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

            "Trade Payables" means, with respect to any Person, any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or guaranteed by such Person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods
or services.

            "Transaction Date" means, with respect to the Incurrence of any
Indebtedness by the Parent, the Company or any of the Restricted Subsidiaries,
the date such Indebtedness is to be Incurred and, with respect to any Restricted
Payment, the date such Restricted Payment is to be made.

            "Trustee" means the party named as such in the preamble of this
Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and, thereafter, means the successor.

            "Trust Officer" means any vice president, assistant vice president
or trust officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

            "Unrestricted Subsidiary" means (i) each of Leap Wireless Mexico
S.A. de C.V., formed under the laws of Mexico, and Orrengrove Investments
Limited, formed under the laws of Cyprus; (ii) any Subsidiary of the Parent or
the Company that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors of the Parent or the Company,

                                      -18-


as applicable, in the manner provided below and (iii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors of the Parent or the Company may
designate any Restricted Subsidiary (including any newly acquired or newly
formed Subsidiary of the Parent or the Company) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on
any property of, the Parent, the Company or any Restricted Subsidiary; provided
that (a) any guarantee by the Parent, the Company or any Restricted Subsidiary
of any Indebtedness of the Subsidiary being so designated shall be deemed an
"Incurrence" of such Indebtedness and an "Investment" by the Parent, the Company
or such Restricted Subsidiary (or both, if applicable) at the time of such
designation; (b) either (1) the Subsidiary to be so designated has total assets
of $1,000 or less or (2) if such Subsidiary has assets greater than $1,000, such
designation would be permitted under Section 4.04 and (c) if applicable, the
Incurrence of Indebtedness and the Investment referred to in clause (a) of this
proviso would be permitted under Sections 4.03 and 4.04. The Board of Directors
of the Parent or the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary, provided that immediately after giving effect to such
designation (x) all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately after such designation would, if Incurred at such time,
have been permitted to be Incurred (and shall be deemed to have been Incurred)
for all purposes of this Indenture and (y) no Default or Event of Default shall
have occurred and be continuing. Any such designation by the Board of Directors
of the Parent or the Company shall be evidenced to the Trustee by promptly
filing with the Trustee a copy of the Board Resolution giving effect to such
designation and an Officer's Certificate certifying that such designation
complied with the foregoing provisions.

            "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which full faith and credit of the United States of America is
pledged and which are not callable at the Parent's or the Company's option.

            "Voting Stock" means with respect to any Person, Capital Stock of
any class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
Person.

            "Wholly Owned" means, with respect to any Subsidiary of any Person,
the ownership of all of the outstanding Capital Stock of such Subsidiary (other
than any director's qualifying shares or Investments by foreign nationals
mandated by applicable law) by such Person or one or more Wholly Owned
Subsidiaries of such Person.

            1.02. Other Definitions. The following terms have the definitions
set forth in the Sections listed below.



                                                       Defined in
                    Term                                Section
                    ----                               ----------
                                                    
"Affiliate Transaction"...........................      4.07(a)
"Asset Sale Offer"................................      4.06(b)
"Authentication Order"............................      2.02


                                      -19-




                                                       Defined in
                    Term                                Section
                    ----                               ----------
                                                    
"Change of Control Offer" ........................       4.08(b)
"covenant defeasance option"......................       8.01(b)
"DTC" ............................................       2.03
"Event of Default" ...............................       6.01
"Excess Proceeds" ................................       4.06(b)
"Guaranteed Indebtedness" ........................       4.10
"Guaranteed Obligations" .........................      11.01
"incorporated provision" .........................      12.01
"legal defeasance option" ........................       8.01(b)
"Legal Holiday" ..................................      12.07
"MD&A" ...........................................       4.02
"Notice of Default" ..............................       6.01
"Paying Agent" ...................................       2.03
"Permitted Debt" .................................       4.03(b)
"Registrar" ......................................       2.03
"Restricted Payments" ............................       4.04(a)


            1.03 Incorporation by Reference of Trust Indenture Act. This
Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

            "Commission" means the Securities and Exchange Commission.

            "indenture securities" means the Notes and the Guarantees.

            "indenture security holder" means a Holder.

            "indenture to be qualified" means this Indenture.

            "indenture trustee" or "institutional trustee" means the Trustee.

            "obligor" on the indenture securities means the Company, the
Guarantors and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by Commission rule have the
meanings assigned to them by such definitions.

            1.04 Rules of Construction. Unless the context otherwise requires:

            (a) a term has the meaning assigned to it;

            (b) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

                                      -20-


            (c) "or" is not exclusive;

            (d) "including" means including without limitation;

            (e) words in the singular include the plural and words in the plural
include the singular;

            (f) the principal amount of any noninterest bearing or other
discount security at any date shall be the principal amount thereof that would
be shown on a balance sheet of the issuer dated such date prepared in accordance
with GAAP;

            (g) the principal amount of any Preferred Stock shall be (i) the
maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory
redemption or mandatory repurchase price with respect to such Preferred Stock,
whichever is greater;

            (h) "will" shall be interpreted to express a command;

            (i) references to sections of or rules under the Securities Act will
be deemed to include substitute, replacement of successor sections or rules
adopted by the Commission from time to time; and

            (j) references to Sections and Articles are to Sections and Articles
of this Indenture unless otherwise specified.

                                   ARTICLE II

                                    THE NOTES

            2.01 Form and Dating.

            (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be issued only in registered form without coupons. Original Notes shall be
issued only in minimum denominations of $100 and larger integral multiples of
$100. Any Note issued thereafter (including on any exchange or transfer or any
issuance of PIK Notes in accordance with Section 2.12) shall be issued only in
minimum denominations of $100 and larger integral multiples of $100.

            The terms and provisions contained in the Notes shall constitute,
and are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

            (b) Global Note. The Note issued in global form shall be
substantially in the form of Exhibit A hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form

                                      -21-


shall be issued substantially in the form of Exhibit A hereto (but without the
Global Note Legend thereon and without the "Schedule of Exchanges of Interests
in the Global Note" attached thereto). The Global Note shall represent such of
the outstanding Notes as shall be specified therein and shall provide that it
represents the aggregate principal amount at maturity of outstanding Notes from
time to time endorsed thereon and that the aggregate principal amount at
maturity of outstanding Notes represented thereby may be increased through the
issuance of PIK Notes as provided herein and may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
of the Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount at maturity of outstanding Notes represented thereby
shall be made by the Trustee or the Custodian in accordance with the terms
hereof and of the Global Note as to increases due to the issuance of PIK Notes
and otherwise in accordance with instructions given by the Holder thereof as
required by Section 2.06.

            2.02 Execution and Authentication. One Officer shall sign the Notes
for the Company by manual or facsimile signature.

            If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid.

            A Note shall not be valid until authenticated by the manual
signature of the Trustee. Such signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

            The Trustee shall, upon a written order of the Company signed by one
Officer of the Company (an "Authentication Order"), authenticate the Notes for
original issue of up to $350,000,000 aggregate principal amount at maturity, and
may thereafter authenticate PIK Notes issuable pursuant to the terms hereof. The
aggregate principal amount at maturity of Notes outstanding at any time may not
exceed such amount except as provided in Section 2.07.

            The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

            2.03. Registrar and Paying Agent. The Company shall maintain in the
Borough of Manhattan, the City of New York, an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such to the extent that it
determines that it may do so. The Parent, the Company or any domestically
incorporated Wholly Owned Restricted Subsidiary may act as Paying Agent or
Registrar.

                                      -22-


            The Company initially appoints The Depository Trust Company ("DTC")
to act as Depositary with respect to the Global Note.

            The Company initially appoints the Trustee to act as the Registrar
and Paying Agent and to act as Custodian with respect to the Notes.

            2.04. Paying Agent to Hold Money in Trust. The Company shall require
each Paying Agent other than the Trustee to agree in writing that the Paying
Agent will hold in trust for the benefit of Holders or the Trustee all money
held by the Paying Agent for the payment of principal, premium, if any, or
interest on the Notes, and will notify the Trustee in writing of any default by
the Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Parent, the Company, or one of the Restricted Subsidiaries) shall have
no further liability for the money. If the Parent, the Company or one of the
Restricted Subsidiaries acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent with respect to the Notes. Upon any bankruptcy or reorganization
proceedings relating to the Parent, the Company or any Restricted Subsidiary,
the Trustee shall serve as Paying Agent for the Notes.

            2.05. Holder Lists. The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names
and addresses of all Holders and shall otherwise comply with TIA Section 312(a).
If the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least seven Business Days before each interest payment date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of the
Holders of the Notes and the Company shall otherwise comply with TIA Section
312(a).

            2.06. Transfer and Exchange.

            (a) Transfer and Exchange of the Global Note. The Global Note may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary, or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. The Global Note
will be exchanged by the Company for Definitive Notes only if (i) the Company
delivers to the Trustee written notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary; or (ii) the Company in its sole discretion
determines that the Global Note (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee; or (iii) there has occurred and is continuing a Default or Event of
Default with respect to the Notes. Upon the occurrence of any of the preceding
events in clause (i), (ii) or (iii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Every Note
authenticated and delivered in exchange for, or in lieu of, the Global Note or
any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10, that
is not a Definitive Note shall be authenticated and delivered in the form of,
and shall be, the Global Note. The Global Note may not be exchanged

                                      -23-


for another Note other than as provided in this Section 2.06(a); however,
beneficial interests in the Global Note may be transferred and exchanged as
provided in Section 2.06(b) or (c).

            (b) Transfer and Exchange of Beneficial Interests in the Global
Note. The transfer and exchange of beneficial interests in the Global Note shall
be effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Global Note
shall be subject to restrictions on transfer comparable to those set forth
herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Note also shall require compliance with either clause
(i) or (ii) below, as applicable, as well as one or more of the other following
clauses, as applicable:

                  (i) Transfer of Beneficial Interests in the Global Note.
            Beneficial interests in the Global Note may be transferred to
            Persons who take delivery thereof in the form of a beneficial
            interest in the Global Note. No written orders or instructions shall
            be required to be delivered to the Registrar to effect the transfers
            described in this Section 2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
            in the Global Note. In connection with all transfers and exchanges
            of beneficial interests that are not subject to Section 2.06(b)(i),
            the transferor of such beneficial interest must deliver to the
            Registrar either (A) both (1) a written order from a Participant or
            an Indirect Participant given to the Depositary in accordance with
            the Applicable Procedures directing the Depositary to credit or
            cause to be credited a beneficial interest in the Global Note in an
            amount equal to the beneficial interest to be transferred or
            exchanged; and (2) instructions given in accordance with the
            Applicable Procedures containing information regarding the
            Participant account to be credited with such increase; or (B) both
            (1) a written order from a Participant or an Indirect Participant
            given to the Depositary in accordance with the Applicable Procedures
            directing the Depositary to cause to be issued a Definitive Note in
            an amount equal to the beneficial interest to be transferred or
            exchanged; and (2) instructions given by the Depositary to the
            Registrar containing information regarding the Person in whose name
            such Definitive Note shall be registered to effect the transfer or
            exchange referred to in clause (1) above. Upon satisfaction of all
            of the requirements for transfer or exchange of beneficial interests
            in the Global Note contained in this Indenture and the Notes or
            otherwise applicable under the Securities Act, the Trustee shall
            adjust the principal amount at maturity of the Global Note pursuant
            to Section 2.06(g).

            (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes. If any holder of a beneficial interest in the Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then, upon satisfaction of the conditions set forth in Section
2.06(b)(ii), the Trustee shall cause the aggregate principal amount at maturity
of the Global Note to be reduced accordingly pursuant to Section 2.06(g), and
the Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount at maturity. Any Definitive Note issued in

                                      -24-


exchange for a beneficial interest pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered.

            (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests. A Holder of a Definitive Note may exchange such Note for a beneficial
interest in the Global Note or transfer such Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in the Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the
Trustee shall cancel the applicable Definitive Note and increase or cause to be
increased the aggregate principal amount at maturity of the Global Note,
pursuant to Section 2.06(g).

            (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. A Holder of Definitive Notes may
transfer such Notes to a Person who takes delivery thereof in the form of a
Definitive Note. Upon receipt of a request to register such a transfer, the
Registrar shall register the Definitive Notes pursuant to the instructions from
the Holder thereof.

            (f) Global Note Legend. The Global Note shall bear a legend in
substantially the following form:

            "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
            INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
            BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
            ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY
            MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
            2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
            WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
            (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
            CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
            GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
            PRIOR WRITTEN CONSENT OF THE COMPANY.

            UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
            DEFINITIVE FORM, THIS NOTE MAY

                                      -25-


            NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
            OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
            DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
            OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
            SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
            AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
            STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR
            REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
            ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
            MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
            PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
            REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
            PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
            PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
            CO., HAS AN INTEREST HEREIN."

            (g) Cancellation or Adjustment of the Global Note. At such time as
all beneficial interests in the Global Note have been exchanged for Definitive
Notes or the Global Note has been redeemed, repurchased or canceled in whole and
not in part, the Global Note shall be returned to or retained and canceled by
the Trustee in accordance with Section 2.11. At any time prior to such
cancellation, if any beneficial interest in the Global Note is exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in the Global Note or for Definitive Notes, the principal
amount at maturity of Notes represented by the Global Note shall be reduced
accordingly, in the case of an exchange for Definitive Notes, and an endorsement
shall be made on the Global Note by the Trustee or by the Depositary in
accordance with applicable procedures to reflect such exchange or reduction; and
if the beneficial interest is being exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in the Global
Note, the Global Note shall be increased accordingly and an endorsement shall be
made on the Global Note by the Trustee or by the Depositary in accordance with
applicable procedures to reflect such increase.

            (h) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
            Company shall execute and the Trustee shall authenticate the Global
            Note and Definitive Notes upon receipt of an Authentication Order in
            accordance with Section 2.02 or at the Registrar's request.

                                      -26-


                  (ii) No service charge shall be made to a holder of a
            beneficial interest in the Global Note or to a Holder of a
            Definitive Note for any registration of transfer or exchange, but
            the Company may require payment of a sum sufficient to cover any
            transfer tax or similar governmental charge payable in connection
            therewith (other than any such transfer taxes or similar
            governmental charge payable upon exchange or transfer pursuant to
            Sections 2.10, 3.06, 4.06 and 9.05).

                  (iii) The Registrar shall not be required to register the
            transfer of or exchange any Note selected for redemption in whole or
            in part, except the unredeemed portion of any Note being redeemed in
            part.

                  (iv) The Global Note and all Definitive Notes issued upon any
            registration of transfer or exchange of the Global Note or
            Definitive Notes shall be the valid obligations of the Company,
            evidencing the same debt, and entitled to the same benefits under
            this Indenture, as the Global Note or Definitive Notes surrendered
            upon such registration of transfer or exchange.

                  (v) The Company shall not be required (A) to issue, to
            register the transfer of or to exchange any Notes during a period
            beginning at the opening of business 15 days before the day of any
            selection of Notes for redemption under Section 3.02 and ending at
            the close of business on the day of selection, (B) to register the
            transfer of or to exchange any Note so selected for redemption in
            whole or in part, except the unredeemed portion of any Note being
            redeemed in part or (C) to register the transfer of or to exchange a
            Note between a record date and the next succeeding interest payment
            date.

                  (vi) Prior to due presentment for the registration of a
            transfer of any Note, the Trustee, any Agent and the Company may
            deem and treat the Person in whose name any Note is registered as
            the absolute owner of such Note for the purpose of receiving payment
            of principal of, premium, if any, and interest on such Notes and for
            all other purposes, and none of the Trustee, any Agent or the
            Company shall be affected by notice to the contrary.

                  (vii) The Trustee shall authenticate the Global Note and
            Definitive Notes in accordance with the provisions of Section 2.02.

                  (viii) All certifications, certificates and Opinions of
            Counsel required to be submitted to the Registrar pursuant to this
            Section 2.06 to effect a registration of transfer or exchange may be
            submitted by facsimile.

                  (ix) Each Holder of a Note agrees to indemnify the Company and
            the Trustee to their reasonable satisfaction against any liability
            that may result from the transfer, exchange or assignment of such
            Holder's Note in violation of any provision of this Indenture or
            applicable United States Federal or state securities law.

                  (x) The Trustee shall have no obligation or duty to monitor,
            determine or inquire as to compliance with any restrictions on
            transfer imposed under this

                                      -27-


            Indenture or under applicable law with respect to any transfer of
            any interest in any Note (including any transfers between or among
            Depositary participants or beneficial owners of interest in the
            Global Note) other than to require delivery of such certificates and
            other documentation or evidence as are expressly required by, and to
            do so if and when expressly required by the terms of, this
            Indenture, and to examine the same to determine substantial
            compliance as to form with the express requirements hereof.

            2.07. Replacement Notes. If any mutilated Note is surrendered to the
Trustee or the Company and the Trustee receives evidence to its reasonable
satisfaction of the destruction, loss or theft of any Note, the Company shall
issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a replacement Note if the Trustee's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be supplied by
the Holder that is sufficient in the reasonable judgment of the Trustee and the
Company to protect the Company, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The
Company may charge for its expenses in replacing a Note.

            Every replacement Note is an additional obligation of the Company
and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

            2.08. Outstanding Notes. The Notes outstanding at any time are all
the Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in the Global
Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section 2.08 as not outstanding. Except as set forth in
Section 2.09, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note.

            If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

            If the principal amount at maturity of any Note is considered paid
under Section 4.01, it ceases to be outstanding and interest on it ceases to
accrue.

            If the Paying Agent (other than the Parent, the Company, a
Subsidiary or an Affiliate of any of the foregoing) holds, by no later than
12:00 noon Eastern Time on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, and the Paying Agent is not prohibited from
paying such money to the Holders on that date pursuant to the terms of this
Indenture, then on and after that date such Notes shall be deemed to be no
longer outstanding and shall cease to accrue interest.

            2.09. Treasury Notes. In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or
consent, Notes owned by the Company or any Guarantor, or by any Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any Guarantor, shall be

                                      -28-


considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.

            2.10. Temporary Notes. Until certificates representing Notes are
ready for delivery, the Company may prepare and the Trustee, upon receipt of an
Authentication Order, shall authenticate temporary Notes. Temporary Notes shall
be substantially in the form of certificated Notes but may have variations that
the Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate Definitive Notes in exchange for temporary
Notes.

            Holders of temporary Notes shall be entitled to all of the benefits
of this Indenture.

            2.11. Cancellation. The Company at any time may deliver Notes to the
Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall dispose of canceled Notes in accordance with its procedures for the
disposition of canceled securities in effect as of the date of such disposition
(subject to the record retention requirement of the Exchange Act). Certification
of the disposition of all canceled Notes shall be delivered to the Company. The
Company may not issue new Notes to replace Notes that have redeemed or paid or
that have been delivered to the Trustee for cancellation.

            2.12. Payment of Interest; Defaulted Interest.

            (a) Each of the Notes shall bear interest at 13% per annum from
August 16, 2004 or from the most recent date to which interest has been paid or
duly provided for in accordance with Section 4.01 or, if no interest has been
paid or duly provided for, from the date of original issuance, until the
principal amount thereof is paid.

            (b) Interest shall be payable in cash, provided that on each of the
first four regularly scheduled interest payment dates set forth in the Notes
occurring after the Closing Date, the Company may, at its option, pay up to 12%
interest by issuing PIK Notes in a principal amount equal to the amount of
interest not paid in cash on such regularly scheduled interest payment date. PIK
Notes will be issued in denominations of $100 principal amount and integral
multiples thereof. The amount of PIK Notes issued will be rounded down to the
nearest $100, with any fractional amount paid in cash.

            (c) If the Company defaults in a payment of interest on the Notes
when due, the Company shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest, to the
Persons who are Holders on a subsequent special record date or, in the case of
the payment of non-cash defaulted interest, to the Persons who are Holders on
the date of such payment, in each case at the rate provided in the Notes. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be

                                      -29-


paid on each Note and the date of the proposed payment. The Company shall fix or
cause to be fixed each such special record date and payment date; provided, that
no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest. At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the
Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed to Holders a notice that states the special record date, the related
payment date and the amount of such cash interest to be paid.

                                  ARTICLE III

                                   REDEMPTION

            3.01. Notices to Trustee. If the Company elects to redeem Notes
pursuant to Section 3.07, it shall notify the Trustee in writing of the
redemption date and the principal amount of Notes to be redeemed.

            The Company shall give each notice to the Trustee provided for in
this Section 3.01 at least 15 days but not more than 60 days before the
redemption date unless the Trustee consents to a shorter period; provided, that
if fewer than all the Notes are to be redeemed, the Company shall provide to the
Trustee notice of such redemption at least five Business Days prior to notice of
such redemption being mailed to any Holder. Such notice shall be accompanied by
an Officer's Certificate from the Company to the effect that such redemption
will comply with the conditions herein. Any such notice may be canceled at any
time prior to notice of such redemption being mailed to any Holder and shall
thereby be void and of no effect.

            3.02. Selection of Notes To Be Redeemed. If fewer than all the Notes
are to be redeemed, the Trustee shall select the Notes to be redeemed pro rata
or by lot or by a method that the Trustee in its sole discretion shall deem to
be fair and appropriate. The Trustee shall make the selection from outstanding
Notes not previously called for redemption. The Trustee may select for
redemption portions of the principal of Notes that have denominations larger
than $100. Notes and portions of them the Trustee selects shall be in amounts of
$100 or a whole multiple of $100. Provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption. The Trustee shall notify the Company promptly of the Notes or
portions of Notes to be redeemed.

            3.03. Notice of Redemption. (a) At least 15 days but not more than
60 days before a date for redemption of Notes, the Company shall mail a notice
of redemption by first-class mail to each Holder of Notes to be redeemed at such
Holder's registered address.

            The notice shall identify the Notes to be redeemed and shall state:

                  (i) the redemption date;

                  (ii) the redemption price and the amount of accrued interest
            to the redemption date;

                  (iii) the name and address of the Paying Agent;

                                      -30-


                  (iv) that Notes called for redemption must be surrendered to
            the Paying Agent to collect the redemption price;

                  (v) if fewer than all the outstanding Notes are to be
            redeemed, the certificate numbers and principal amounts of the
            particular Notes to be redeemed;

                  (vi) that, unless the Company defaults in making such
            redemption payment or the Paying Agent is prohibited from making
            such payment pursuant to the terms of this Indenture, interest on
            Notes (or portion thereof) called for redemption ceases to accrue on
            and after the redemption date;

                  (vii) the CUSIP number, if any, printed on the Notes being
            redeemed; and

                  (viii) that no representation is made as to the correctness or
            accuracy of the CUSIP number, if any, listed in such notice or
            printed on the Notes.

            (b) At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section 3.03 at least two (2) Business Days prior to the date the Trustee is to
give the notice of redemption.

            3.04. Effect of Notice of Redemption. Once notice of redemption is
mailed in accordance with Section 3.03, Notes called for redemption become due
and payable on the redemption date and at the redemption price stated in the
notice. Upon surrender to the Paying Agent, such Notes shall be paid at the
redemption price stated in the notice, plus accrued interest to the redemption
date; provided, however, that if the redemption date is after a regular record
date and on or prior to the related interest payment date, the accrued interest
shall be payable to the Holder of the redeemed Notes registered on the relevant
record date. Failure to give notice or any defect in the notice to any Holder
shall not affect the validity of the notice to any other Holder. A notice of
redemption may not be conditional.

            3.05. Deposit of Redemption Price. Prior to 12:00 noon (New York
time) on the redemption date, the Company shall deposit with the Paying Agent
(or, if the Parent, the Company or a Restricted Subsidiary is the Paying Agent,
shall segregate and hold in trust) money sufficient to pay the redemption price
of and accrued interest on all Notes to be redeemed on that date other than
Notes or portions of Notes called for redemption that have been delivered by the
Company to the Trustee for cancellation. On and after the redemption date,
interest will cease to accrue on Notes or portions thereof called for redemption
in accordance with Section 2.08. The Paying Agent shall promptly return to the
Company upon its written request any money deposited with the Paying Agent by
the Company that is in excess of the amounts necessary to pay the redemption
price of and accrued interest on all Notes to be redeemed.

            If a Note is redeemed on or after an interest record date but on or
prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was registered at the close
of business on such record date. If any Note called for redemption is not so
paid upon surrender for redemption or purchase because of the failure of the
Company to comply with the preceding paragraph, interest shall be paid on the

                                      -31-


unpaid principal, from the redemption until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case at
the rate provided in the Notes and in Section 4.01.

            3.06. Notes Redeemed in Part. Upon surrender of a Note that is
redeemed in part, the Company shall issue, and upon receipt of an Authentication
Order, the Trustee shall authenticate for the Holder (at the Company's expense)
a new Note equal in principal amount to the unredeemed portion of the Note
surrendered.

            3.07. Optional Redemption. The Notes shall be redeemable at the
option of the Company, in whole or in part, on one or more occasions, in
accordance with this Article III at the following redemption prices (expressed
as percentages of principal amount at maturity), plus accrued and unpaid
interest to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date), if redeemed during the 12-month period commencing on August 16 of
the years set forth below:



         YEAR                           REDEMPTION PRICE
         ----                           ----------------
                                     
         2004                               106.50%

         2005                               104.88%

         2006                               103.25%

         2007                               101.63%

2008 and thereafter                         100.00%


                                   ARTICLE IV

                                    COVENANTS

            4.01. Payment of Notes. The Company shall pay the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes and in this Indenture. Principal, premium, if any, and
interest shall be considered paid on the date due if as of 12:00 noon Eastern
Time on such date the Trustee or the Paying Agent (if other than the Parent, the
Company or one of their Subsidiaries or Affiliates) holds in accordance with
this Indenture money (and, in the case of interest, PIK Notes to the extent
permitted hereunder) sufficient to pay all principal, premium and interest then
due and the Trustee or the Paying Agent, as the case may be, is not prohibited
from paying such money (and, in the case of interest, PIK Notes to the extent
permitted hereunder) to the Holders on that date pursuant to the terms of this
Indenture.

            The Company shall pay interest on overdue principal at the rate
specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful. Notwithstanding
anything to the contrary contained in this Indenture, the Company may, to the
extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by the United States of America from principal, premium or
interest payments hereunder.

                                      -32-


            4.02. Reports to Holders.

            So long as any Notes are outstanding, the Parent will furnish to the
Trustee and to Holders unaudited quarterly consolidated financial statements
prepared in accordance with GAAP, consistently applied, together with
management's discussion and analysis of financial condition and results of
operations providing the information described in Item 303(a) of Regulation S-K
under the Securities Act, and any successor rules ("MD&A"), not later than 45
days after the end of each of the first three fiscal quarters of each fiscal
year; and (2) audited annual consolidated financial statements prepared in
accordance with GAAP, consistently applied, together with a report on the
financial statements from the Parent's independent accountants and MD&A, not
later than 90 days after the end of each fiscal year. In addition, the Parent
agrees that, for so long as any Notes remain outstanding, it will furnish to the
Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

            4.03. Limitation on Indebtedness and Issuance of Disqualified Stock.
(a) The Parent, will not, and will not permit any of its Restricted Subsidiaries
to, and the Company will not and will not permit any of its Restricted
Subsidiaries to, Incur any Indebtedness, and the Parent will not issue any
Disqualified Stock, the Company will not issue any Disqualified Stock, and
neither the Parent nor the Company will permit any Restricted Subsidiary to
issue any Disqualified Stock; provided that the Parent, the Company or any
Restricted Subsidiary may Incur Indebtedness or issue Disqualified Stock if,
after giving effect to the Incurrence of such Indebtedness or the issuance of
such Disqualified Stock and the receipt and application of the proceeds
therefrom, the Debt to Consolidated EBITDA Ratio would have been no greater than
3.5 to 1 and the Debt to Consolidated EBITDA less Capital Expenditures Ratio
would have been no greater than 7.0 to 1.

            (b) Notwithstanding the foregoing, the Parent, the Company and any
Restricted Subsidiary (except as specified below) may Incur each and all of the
following items of Indebtedness (collectively, "Permitted Debt"):

                  (i) Indebtedness owed (a) by the Parent to the Company, (b) by
            the Company to the Parent, (c) by a Restricted Subsidiary to the
            Parent or the Company, or (d) by the Parent or the Company or a
            Restricted Subsidiary to any Restricted Subsidiary; provided that
            (1) such Indebtedness shall be evidenced by a promissory note
            expressly subordinated to the Notes and any Guarantees, and (2) any
            event which results in any Restricted Subsidiary to which such
            Indebtedness is owed ceasing to be a Restricted Subsidiary or any
            subsequent transfer of such Indebtedness (other than to the Parent,
            the Company or another Restricted Subsidiary) shall be deemed, in
            each case, to constitute an Incurrence of such Indebtedness not
            permitted by this Section 4.03(b)(i);

                  (ii) Indebtedness of the Parent, the Company or a Restricted
            Subsidiary issued in exchange for, or the net proceeds of which are
            used to Refinance, then outstanding Indebtedness of the Parent, the
            Company or a Restricted Subsidiary (other than Indebtedness Incurred
            under Sections 4.03(b)(i), (iii), (iv), (v) or (vi)) and any
            Refinancings thereof in an amount not to exceed the

                                      -33-


            amount so Refinanced (plus premiums, accrued interest, fees and
            expenses); provided that Indebtedness the proceeds of which are used
            to Refinance the Notes or Indebtedness that is pari passu with, or
            subordinated in right of payment to, the Notes or the Guarantees
            shall only be permitted under this Section 4.03(b)(ii) if (A) in
            case the Notes are Refinanced in part or the Indebtedness to be
            Refinanced is pari passu with the Notes or any Guarantees, such new
            Indebtedness, by its terms or by the terms of any agreement or
            instrument pursuant to which such new Indebtedness is outstanding,
            is expressly made pari passu with, or subordinate in right of
            payment to, the remaining Notes or such Guarantees, (B) in case the
            Indebtedness to be Refinanced is subordinated in right of payment to
            the Notes and the Guarantees, such new Indebtedness, by its terms or
            by the terms of any agreement or instrument pursuant to which such
            new Indebtedness is issued or remains outstanding, is expressly made
            subordinate in right of payment to the Notes and the Guarantees at
            least to the extent that the Indebtedness to be Refinanced is
            subordinated to the Notes and the Guarantees and (C) such new
            Indebtedness, determined as of the date of Incurrence of such new
            Indebtedness, does not mature prior to the Stated Maturity of the
            Indebtedness to be Refinanced, and the Average Life of such new
            Indebtedness is at least equal to the remaining Average Life of the
            Indebtedness to be Refinanced;

                  (iii) Indebtedness (A) in respect of performance, surety or
            appeal bonds provided in the ordinary course of business, (B) under
            Currency Agreements and Interest Rate Agreements; provided that such
            agreements (1) are designed solely to protect the Parent, the
            Company or the Restricted Subsidiaries against fluctuations in
            foreign currency exchange rates or interest rates and (2) do not
            increase the Indebtedness of the obligor outstanding at any time
            other than as a result of fluctuations in foreign currency exchange
            rates or interest rates or by reason of fees, indemnities and
            compensation payable thereunder; or (C) arising from agreements
            providing for indemnification, adjustment of purchase price or
            similar obligations, or from guarantees or letters of credit, surety
            bonds or performance bonds securing any of the obligations of the
            Parent, the Company or those of any of the Restricted Subsidiaries
            pursuant to such agreements, in any case Incurred in connection with
            the disposition of any business, assets or Restricted Subsidiary of
            the Parent or the Company (other than guarantees of Indebtedness
            Incurred by any Person acquiring all or any portion of such
            business, assets or Restricted Subsidiary of the Parent or the
            Company for the purpose of financing such acquisition), in a
            principal amount not to exceed the gross proceeds actually received
            by the Parent, the Company or any Restricted Subsidiary in
            connection with such disposition;

                  (iv) Guarantees of the Notes and guarantees of Indebtedness of
            the Parent or the Company by any Restricted Subsidiary provided the
            guarantee of such Indebtedness is permitted by and made in
            accordance with Section 4.10;

                  (v) Indebtedness (including guarantees of such indebtedness)
            Incurred to finance the cost (including the cost of design,
            development, site acquisition, construction, installation,
            integration or improvement) of equipment, inventory or

                                      -34-


            telecommunications network assets acquired (including by way of
            Capital Lease and acquisitions of Capital Stock of a Person that
            becomes a Restricted Subsidiary to the extent of the fair market
            value of the equipment, inventory or network assets so acquired) by
            the Parent, the Company or any Restricted Subsidiary after the
            Closing Date, provided that (A) such Indebtedness is incurred prior
            to or within six months after such acquisition or the completion of
            such construction or improvement and (B) any such Indebtedness
            incurred in connection with any particular acquisition, construction
            or improvement shall not exceed the cost of such acquisition,
            construction or improvement, and provided further that the aggregate
            principal amount of such Indebtedness shall not exceed $50.0 million
            at any time outstanding;

                  (vi) Indebtedness Incurred by the Parent or the Company not
            otherwise permitted to be Incurred pursuant to Sections 4.03(b)(i)
            through (v) above, which together with all other Indebtedness
            Incurred pursuant to this Section 4.03(b)(vi), has an aggregate
            principal amount not in excess of $10.0 million at any time
            outstanding;

                  (vii) the Notes issued on the Closing Date;

                  (viii) Indebtedness of the Parent, the Company or any of the
            Restricted Subsidiaries existing on the Closing Date;

                  (ix) any PIK Notes issued under this Indenture; and

                  (x) Indebtedness of a Person existing at the time such Person
            becomes a Restricted Subsidiary of the Parent, the Company or any of
            the Restricted Subsidiaries to the extent that, on the date of such
            acquisition and after giving pro forma effect thereto, the Company
            could have Incurred such Indebtedness in accordance with paragraph
            (a) of this Section 4.03 on the date such Person becomes a
            Restricted Subsidiary.

            (c) Neither the Parent nor the Company will Incur any Indebtedness
(including Permitted Debt) that is contractually subordinated in right of
payment to any other Indebtedness of the Parent or the Company, as applicable,
unless such Indebtedness is also contractually subordinated in right of payment
to the Notes and the Guarantees on substantially identical terms, provided,
however, that no Indebtedness of the Parent or the Company will be deemed to be
contractually subordinated in right of payment to any other Indebtedness of the
Parent or the Company solely by virtue of being unsecured.

            (d) For purposes of determining compliance with this Section 4.03,
in the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness described in the above clauses comprising Permitted
Debt, the Company, in its sole discretion, will classify and from time to time
may reclassify such item of Indebtedness and will only be required to include
the amount and type of such Indebtedness in one of such clauses.

                                      -35-



            4.04. Limitation on Restricted Payments. (a) The Parent will not and
will not permit any Restricted Subsidiary to, and the Company will not and will
not permit any Restricted Subsidiary to, directly or indirectly:

            (1) declare or pay any dividend or make any distribution on or with
      respect to the Parent's, the Company's or such Restricted Subsidiaries'
      Capital Stock (other than (a) dividends or distributions payable solely in
      shares of the Parent's Capital Stock (other than Disqualified Stock) or in
      options, warrants or other rights to acquire shares of such Capital Stock
      and (b) pro rata dividends or distributions on Common Stock of any
      Restricted Subsidiary held by minority interest holders) held by Persons
      other than the Parent, the Company or any of the Restricted Subsidiaries;
      or

            (2) purchase, call for redemption or redeem, retire or otherwise
      acquire for value any shares of Capital Stock of the Parent, the Company
      or any Subsidiary (including options, warrants or other rights to acquire
      such shares of Capital Stock) held by any Person other than the Parent,
      the Company or any of the Restricted Subsidiaries; or

            (3) make any voluntary or optional principal payment, or voluntary
      or optional redemption, repurchase, defeasance, or other acquisition or
      retirement for value, of Indebtedness of the Company or that of any
      Guarantor that is subordinated in right of payment to the Notes or any
      Guarantee; or

            (4) make any Investment, other than a Permitted Investment, in any
      Person (such payments or any other actions described in clauses (i)
      through (iv) above being collectively "Restricted Payments") if, at the
      time of, and after giving effect to, the proposed Restricted Payment:

                  (A) a Default or Event of Default shall have occurred and be
            continuing, or would result from such Restricted Payment;

                  (B) after giving pro forma effect to such Restricted Payment
            as if such Restricted Payment had been made at the beginning of the
            applicable four-fiscal quarter period, the Company could not Incur
            at least $1.00 of Indebtedness under Section 4.03(a); or

                  (C) the aggregate amount of all Restricted Payments (the
            amount, if other than in cash, to be determined in good faith by the
            Board of Directors of the Parent, whose determination shall be
            conclusive and evidenced by a Board Resolution) made after the
            Closing Date shall exceed the sum of:

                        (i) 50% of the aggregate amount of the Adjusted
                  Consolidated Net Income (or, if the Adjusted Consolidated Net
                  Income is a loss, minus 100% of the amount of such loss)
                  (determined by excluding income resulting from transfers of
                  assets by the Parent, the Company or a Restricted Subsidiary
                  to an Unrestricted Subsidiary) accrued on a cumulative basis
                  during the period (taken as one accounting period) beginning
                  on the first day of the fiscal quarter immediately following
                  the

                                      -36-



                  Closing Date and ending on the last day of the last fiscal
                  quarter preceding the Transaction Date for which financial
                  statements have been delivered to the Trustee and the Holders
                  pursuant to Section 4.02; plus;

                        (ii) the aggregate Qualified Proceeds received by the
                  Parent and the aggregate Net Cash Proceeds received by the
                  Parent from the issuance to a Person who is not a Subsidiary
                  of the Parent or the Company of any options, warrants or other
                  rights to acquire the Capital Stock of the Parent (in each
                  case, exclusive of any Disqualified Stock or any options,
                  warrants or other rights that are redeemable at the option of
                  the Holder, or are required to be redeemed, prior to the
                  Stated Maturity of the Notes); plus;

                        (iii) an amount equal to the net reduction in
                  Investments (other than reductions in Permitted Investments)
                  in any Person resulting from payments of dividends, repayments
                  of loans or advances, or other transfers of assets, in each
                  case to the Parent, the Company or any Restricted Subsidiary
                  or from the Net Cash Proceeds from the sale of any such
                  Investment (except, in each case, to the extent any such
                  payment or proceeds are included in the calculation of
                  Adjusted Consolidated Net Income), or from redesignations of
                  Unrestricted Subsidiaries as Restricted Subsidiaries (valued
                  in each case as provided in the definition of "Investments"),
                  not to exceed, in each case, the amount of Investments
                  previously made by the Parent, the Company or any Restricted
                  Subsidiary in such Person or Unrestricted Subsidiary.

            (b) The foregoing provision shall not be violated by reason of:

                  (i) the payment of any dividend within 60 days after the date
            of declaration thereof if, at said date of declaration, such payment
            would comply with Section 4.04(a);

                  (ii) the redemption, repurchase, defeasance or other
            acquisition or retirement for value of Indebtedness that is
            subordinated in right of payment to the Notes and the Guarantees
            including premium, if any, and accrued and unpaid interest, with the
            proceeds of, or in exchange for, Indebtedness Incurred under Section
            4.03(b)(ii);

                  (iii) the purchase, call for redemption, redemption,
            retirement, or other acquisition of the Capital Stock of the Parent,
            the Company or any Subsidiary (or options, warrants or other rights
            to acquire such Capital Stock) in exchange for, or out of the
            proceeds of a substantially concurrent offering of, shares of the
            Capital Stock of the Parent (other than Disqualified Stock) other
            than to a Subsidiary of the Parent or the Company;

                  (iv) the making of any principal payment or the repurchase,
            redemption, retirement, defeasance or other acquisition for value of
            Indebtedness

                                      -37-



            of the Company or that of any Guarantor which is subordinated in
            right of payment to the Notes or the Guarantees in exchange for, or
            out of the proceeds of a substantially concurrent offering of,
            shares of the Capital Stock of the Parent (other than Disqualified
            Stock) or Indebtedness subordinated in right of payment to the Notes
            and the Guarantees;

                  (v) payments or distributions to dissenting stockholders that
            are not Affiliates of the Parent, the Company or any of their
            Subsidiaries pursuant to applicable law pursuant to or in connection
            with a consolidation, merger or transfer of assets that complies
            with the provisions of Section 5.01;

                  (vi) the purchase, redemption, acquisition, cancellation or
            other retirement for value of shares of the Capital Stock of the
            Parent to the extent necessary in the good faith judgment of the
            Board of Directors of the Parent, to prevent the loss or secure the
            renewal or reinstatement of any material license or franchise held
            by the Parent, the Company or any Restricted Subsidiary from any
            governmental agency, provided that the aggregate amount of
            Restricted Payments that may be made under this Section 4.04(b)(vi)
            shall not exceed $10.0 million;

                  (vii) the purchase, redemption, retirement or other
            acquisition for value of the Capital Stock of the Parent or options
            to purchase such shares, held by the Parent's, the Company's or any
            Restricted Subsidiary's directors, employees or former directors or
            employees (or their donees, trusts for their benefit or the benefit
            of their family members, their estates or beneficiaries under their
            estates) upon death, disability, retirement, termination of
            employment or pursuant to the terms of any agreement under which
            such shares of Capital Stock or options were issued; provided that
            the aggregate consideration paid for such purchase, redemption,
            acquisition, cancellation or other retirement of such shares of
            Capital Stock or options after the Closing Date does not exceed (A)
            $2.0 million in any fiscal year or (B) $10.0 million in the
            aggregate, plus in the case of each of clause (A) and clause (B),
            the aggregate of Net Cash Proceeds the Parent received from the
            issuance of Capital Stock of the Parent to such directors, employees
            or former directors or employees, provided that the amount of any
            such Net Cash Proceeds that are utilized for any such purchase,
            redemption, retirement or other acquisition shall be excluded from
            Section 4.04(a)(4)(C)(ii);

                  (viii) Investments in any Person that is primarily engaged in
            a business that is related, ancillary or complementary to the
            business of the Parent, the Company and the Restricted Subsidiaries
            on the date of such Investment; provided that the aggregate amount
            of such Investments (after taking into account the amount of all
            other Investments made pursuant to this Section 4.04(b)(viii)) does
            not exceed the sum of (A) $10.0 million and (B) the amount of
            Qualified Proceeds received by the Parent, except to the extent such
            Qualified Proceeds are used to make Restricted Payments pursuant to
            Section 4.04(a)(4)(C)(ii), or Sections 4.04(b)(iii) or (iv);

                                      -38-



                  (ix) Investments acquired in exchange for the Capital Stock of
            the Parent (other than Disqualified Stock);

                  (x) repurchases of Capital Stock deemed to occur upon the
            exercise of stock options or warrants if such Capital Stock
            represents a portion of the exercise price thereof; and

                  (xi) other Restricted Payments in an aggregate amount not to
            exceed $10.0 million;

provided that, except in the case of Sections 4.04(b)(i), (iii), (viii) and
(xi), no Default or Event of Default will have occurred and be continuing or
occur as a consequence of the actions or payments set forth therein.

            Each Restricted Payment permitted pursuant to the preceding clauses,
other than the Restricted Payment referred to in Section 4.04(b)(ii), an
exchange of Capital Stock for Capital Stock or Indebtedness referred to in
Section 4.04(b)(iii) or (iv), an Investment referred to in Section 4.04(b)(ix)
or repurchases of Capital Stock referred to in Section 4.04(b)(x), shall be
included in calculating whether the conditions of Section 4.04(a)(4)(C) have
been met with respect to any subsequent Restricted Payments. In the event the
proceeds of an issuance of the Capital Stock of the Parent are used for the
redemption, repurchase or other acquisition of the Notes, or Indebtedness that
is pari passu with the Notes, then the Qualified Proceeds of such issuance shall
be included in Section 4.04(a)(4)(C) only to the extent such proceeds are not
used for such redemption, repurchase or other acquisition of Indebtedness.

            4.05. Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries. (a) The Parent will not, and will not permit
any Restricted Subsidiary to, and Company will not, and will not permit any
Restricted Subsidiary to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Restricted Subsidiary to (i) pay dividends or make any other
distributions permitted by applicable law on any Capital Stock of such
Restricted Subsidiary owned by the Parent, the Company or any other Restricted
Subsidiary, (ii) pay any Indebtedness owed to the Parent, the Company or any
other Restricted Subsidiary, (iii) make loans or advances to the Parent, the
Company or any other Restricted Subsidiary or (iv) transfer any of its property
or assets to the Parent, the Company or any other Restricted Subsidiary.

            (b) The foregoing provisions shall not restrict any encumbrances or
restrictions:

                  (i) existing on the Closing Date in this Indenture, the
            Security Documents or any other agreements in effect on the Closing
            Date, and any amendments, extensions, Refinancings, renewals or
            replacements of such agreements; provided that the encumbrances and
            restrictions in any such amendments, extensions, Refinancings,
            renewals or replacements are no less favorable in any material
            respect to the Holders than those encumbrances or restrictions that
            are then in effect and that are being extended, Refinanced, renewed
            or replaced;

                                      -39-



                  (ii) existing under or by reason of applicable law;

                  (iii) existing with respect to any Person or the property or
            assets of such Person acquired by the Parent, the Company or any
            Restricted Subsidiary, existing at the time of such acquisition and
            not incurred in contemplation thereof, which encumbrances or
            restrictions are not applicable to any Person or the property or
            assets of any Person other than such Person or the property or
            assets of such Person so acquired;

                  (iv) in the case of clause (iv) of Section 4.05(a), (A) that
            restrict in a customary manner the subletting, assignment or
            transfer of any property or asset that is a lease, license,
            conveyance or contract or similar property or asset, (B) existing by
            virtue of any transfer of, agreement to transfer, option or right
            with respect to, or Lien on, any property or assets of the Parent,
            the Company or any Restricted Subsidiary not otherwise prohibited by
            this Indenture or (C) arising or agreed to in the ordinary course of
            business, not relating to any Indebtedness, and that do not,
            individually or in the aggregate, detract from the value of property
            or assets of the Parent, the Company or any Restricted Subsidiary in
            any manner material to the Parent, the Company or any Restricted
            Subsidiary;

                  (v) with respect to a Restricted Subsidiary and imposed
            pursuant to an agreement that has been entered into for the sale or
            disposition of all or substantially all of the Capital Stock of, or
            property and assets of, such Restricted Subsidiary; or

                  (vi) contained in the terms of any Indebtedness of a
            Restricted Subsidiary, or any agreement pursuant to which such
            Indebtedness was issued, if the encumbrance or restriction applies
            only in the event of a payment default or a default with respect to
            a financial covenant contained in such Indebtedness or agreement, if
            the encumbrance or restriction is not materially more
            disadvantageous to the Holders of the Notes than is customary in
            comparable financings (as determined by the Board of Directors of
            the Parent) and if the Board of Directors of the Parent determines
            that any such encumbrance or restriction will not materially affect
            the ability of the Company to make principal, premium or interest
            payments on the Notes or the Parent's ability to satisfy its
            obligations under its Guarantee.

            Nothing contained in this Section 4.05 shall prevent the Parent, the
Company or any Restricted Subsidiary from (1) creating, incurring, assuming or
suffering to exist any Liens otherwise permitted by Section 4.14 or (2)
restricting the sale or other disposition of property or assets of the Parent,
the Company or any of the Restricted Subsidiaries that secure Indebtedness of
the Parent, the Company or any of the Restricted Subsidiaries.

            4.06. Limitation on Asset Sales. (a) The Parent will not, and will
not permit any Restricted Subsidiary to, and the Company will not, and will not
permit any Restricted Subsidiary to, consummate any Asset Sale, unless (i) the
consideration received by the Parent, the Company or such Restricted Subsidiary
is at least equal to the fair market value of the assets

                                      -40-



sold or disposed of as evidenced by a Board Resolution of the Parent, and (ii)
at least 75% of the consideration received consists of cash or Temporary Cash
Investments, provided that the amount of any liabilities (as shown on the
Parent's most recent balance sheet, the Company's most recent balance sheet or
such Restricted Subsidiary's most recent balance sheet) of the Parent, the
Company or any Restricted Subsidiary (other than contingent liabilities,
liabilities to the Parent, the Company or a Restricted Subsidiary, and
liabilities that are by their terms subordinated to the Notes or any Guarantee)
that are assumed by the transferee of any such assets pursuant to a customary
novation agreement that releases the Parent, the Company or such Restricted
Subsidiary from further liability, shall be deemed to be cash for purposes of
this provision.

            (b) Within 180 days after the receipt of any Net Proceeds from an
Asset Sale, the Parent, the Company or any such Restricted Subsidiary may apply
such Net Proceeds to (i) permanently repay the principal of any secured
Indebtedness (to the extent of the fair value of the assets securing such
Indebtedness, as determined by the Board of Directors of the Parent), or (ii)
acquire assets used in the Parent's, the Company's or the Restricted
Subsidiaries' principal business. Any Net Proceeds that are applied to the
acquisition of such assets pursuant to any binding agreement shall be deemed to
have been applied for such purpose within such 180-day period so long as they
are so applied within one year after the date of receipt of such Net Proceeds.
Pending the final application of any such Net Proceeds, the Parent, the Company
or any such Restricted Subsidiary may temporarily invest such Net Proceeds in
any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset
Sales that are not applied as provided in clause (i) or (ii) above will be
deemed to constitute "Excess Proceeds."

            (c) Within 30 days following the date on which the aggregate amount
of Excess Proceeds exceeds $10.0 million, the Company shall make an Offer to
Purchase (an "Asset Sale Offer") to all holders of the Notes to purchase the
maximum principal amount of Notes that may be purchased out of the Excess
Proceeds. The offer price in any Asset Sale Offer will be equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, to the date of
purchase and payable in cash, in accordance with the procedures set forth in
this Indenture for an Offer to Purchase. To the extent that the aggregate
principal amount of Notes tendered pursuant to an Asset Sale Offer is less than
the amount that the Company is required to repurchase, the Company may use any
remaining Excess Proceeds for purposes not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes surrendered by holders
thereof exceeds the amount that the Company is required to repurchase, the
trustee shall select the Notes to be purchased on a pro rata basis. Upon
completion of such Offer to Purchase, the amount of Excess Proceeds shall be
reset at zero.

            4.07. Limitation on Transactions with Affiliates. (a) The Parent
will not, and will not permit any of its Restricted Subsidiaries to, and the
Company will not, and will not permit any of its Restricted Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each of the
foregoing, an "Affiliate Transaction"), unless:

                                      -41-



                  (i) such Affiliate Transaction is on terms that are no less
            favorable to the Parent, the Company or the relevant Restricted
            Subsidiary than those that would have been obtained in a comparable
            transaction by the Parent, the Company or such Restricted Subsidiary
            with an unrelated Person or, if there is no such comparable
            transaction, on terms that are fair and reasonable to the Parent,
            the Company or such Restricted Subsidiary; and

                  (ii) the Company delivers to the trustee:

                  (A) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $1.0 million, a Board Resolution of the Parent certifying
            that such Affiliate Transaction complies with clause (i) above and
            that such Affiliate Transaction has been approved by a majority of
            the Disinterested Directors; and

                  (B) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $10.0 million, a favorable opinion as to the fairness to
            the Parent, the Company or the relevant Subsidiary of such Affiliate
            Transaction from a financial point of view issued by an accounting,
            appraisal or investment banking firm that is, in the judgment of the
            Board of Directors of the Parent, qualified to render such opinion
            and is independent with respect to the Parent, the Company and the
            Restricted Subsidiaries.

            (b) Notwithstanding the preceding, the following shall not be deemed
to be Affiliate Transactions:

                  (i) any employment agreement or other employee compensation
            plan or arrangement entered into by the Parent, the Company or any
            of the Restricted Subsidiaries and approved by a majority of the
            Disinterested Directors of Parent;

                  (ii) transactions between or among the Parent, the Company and
            the Wholly Owned Restricted Subsidiaries;

                  (iii) Permitted Investments and Restricted Payments that are
            permitted by the provisions of this Indenture;

                  (iv) indemnities of officers, directors and employees of the
            Parent, the Company or any Restricted Subsidiary permitted by its
            charter, by-laws or statutory provisions; and

                  (v) the payment of reasonable and customary regular fees to
            directors of the Parent, the Company or any of the Restricted
            Subsidiaries.

            4.08. Repurchase of Notes at the Option of the Holder Upon a Change
of Control.

                                      -42-



                  (a) Within 30 days following any Change of Control, the
Company shall make an Offer to Purchase (a "Change of Control Offer") all or any
part (equal to $100 or an integral multiple thereof) of each Holder's Notes at a
purchase price in cash equal to 101% of the principal amount thereof plus
accrued and unpaid interest thereon, if any, to the date of repurchase (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date) in accordance with the
procedures set forth in this Indenture for an Offer to Purchase.

                  (b) Notwithstanding the foregoing provisions of Section
4.08(a), the Company will not be required to make a Change of Control Offer upon
a Change of Control if (i) a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in Section 4.08(a) applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer or (ii) the Company has exercised its right to redeem
all of the Notes under paragraph 5 of the Notes.

                  4.09. Compliance Certificate. The Company and the Parent shall
each deliver to the Trustee within 90 days after the end of each fiscal year of
the Company an Officer's Certificate stating that in the course of the
performance by the signers of their duties as Officers of the Company or the
Parent they would normally have knowledge of any Default and whether or not the
signers know of any Default that occurred during such period. If they do, the
certificate shall describe the Default, its status and what action the Company
or the Parent is taking or propose to take with respect thereto. The Company
also shall comply with Section 314(a)(4) of the TIA.

                  4.10. Limitation on Issuances of Guarantees by Restricted
Subsidiaries. Neither the Parent nor the Company will permit any Restricted
Subsidiary, directly or indirectly, to guarantee any Indebtedness of the Company
or that of any Guarantor ("Guaranteed Indebtedness"), unless such Restricted
Subsidiary waives, and will not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement, indemnity or subrogation
or any other rights against the Parent, the Company or any other Restricted
Subsidiary as a result of any payment by such Restricted Subsidiary under its
Guarantee; provided that this paragraph shall not be applicable to any guarantee
of any Restricted Subsidiary that existed at the time such Person became a
Restricted Subsidiary and was not Incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary. If the
Guaranteed Indebtedness is pari passu with the Notes or any Guaranty, then the
guarantee of such Guaranteed Indebtedness shall be pari passu with, or
subordinated to, the Guarantee. If the Guaranteed Indebtedness is subordinated
to the Notes or any Guaranty, then the guarantee of such Guaranteed Indebtedness
shall be subordinated to the Guarantee at least to the extent that the
Guaranteed Indebtedness is subordinated to the Notes.

                  4.11. Additional Guarantees and Liens.

                  (a) The Parent and the Company shall cause any entity that
becomes a Restricted Subsidiary after the Closing Date, within 10 Business Days
after such entity becomes a Restricted Subsidiary, to (i) execute a Guarantee of
the obligations of the Company under the Notes by executing and delivering a
Supplemental Indenture substantially in the form set forth in

                                      -43-



Exhibit B hereto, and (ii) execute any and all further Security Documents,
financing statements, agreements and instruments, upon substantially the same
terms as the Security Documents and in a form reasonably satisfactory to the
Trustee, that grants the Collateral Agent a first-priority Lien upon the
personal property and owned real property of such Restricted Subsidiary for the
benefit of the Holders, subject to Permitted Liens and the exceptions and
limitations set forth in the Security Documents, and take all such actions
(including the filing and recording of financing statements, fixture filings,
Mortgages and other documents) that may be required under any applicable law, or
which the Trustee or Collateral Agent may reasonably request to create such
first-priority Lien (subject to Permitted Liens and the exceptions and
limitations set forth in the Security Documents), all at the expense of the
Company, including all reasonable fees and expenses of counsel incurred by the
Trustee in connection therewith and (iii) deliver to the Trustee an Opinion of
Counsel, reasonably satisfactory to the Trustee, that such Guarantee and any
such Security Documents, as the case may be, are valid, binding and enforceable
obligations of such Subsidiary, subject to customary exceptions for bankruptcy,
fraudulent conveyance and equitable principles.

                  (b) The Parent and the Company shall, with respect to each
parcel of real property owned by the Company or any Guarantor, deliver to the
Collateral Agent, for the benefit of or addressed to the Trustee or the
Collateral Agent, as applicable, subject to Permitted Liens, the following:

                        (i) a fully executed, acknowledged, and recorded
                  Mortgage that secures the Notes, the Guarantees and any other
                  Obligations on a first-priority basis;

                        (ii) an opinion of local counsel reasonably acceptable
                  to the Collateral Agent, and the Trustee;

                        (iii) a fully-paid title insurance policy with no
                  exceptions other than Permitted Liens;

                        (iv) the most recent survey of each property together
                  with either (i) an updated survey certification from the
                  applicable surveyor stating that, based on a visual inspection
                  of the property and the knowledge of the surveyor, there has
                  been no change in the facts depicted in the survey or (ii) an
                  affidavit from the Company stating that there has been no
                  change, other than, in each case, changes reasonably
                  acceptable to the Collateral Agent, in the facts depicted in
                  the survey; and

                        (v) such other related deliveries and deliverables as
                  the Collateral Agent or the Trustee shall reasonably require.

                  The Company shall provide each of the foregoing described in
clauses (b)(i) through (b)(v) above at its own expense and shall pay all
reasonable fees and expenses of counsel incurred by the Trustee and the
Collateral Agent in connection with each of the foregoing.

                                      -44-



                  4.12. Maintenance of Properties; Insurance. Subject to Article
V, the Parent and the Company shall, so long as any Notes are outstanding,
maintain or cause to be maintained in good repair, working order and condition
all material properties used or useful in the business of the Parent, the
Company and the Restricted Subsidiaries, subject to reasonable wear and tear,
and from time to time will make or cause to be made all appropriate repairs,
renewals and replacements thereof; provided, however, that nothing in this
Section 4.12 shall prevent the Parent, the Company or any Restricted Subsidiary
from discontinuing the use, operation or maintenance of any of such properties,
or disposing of them, if such discontinuance or disposal is desirable in the
conduct of the business of the Parent, the Company or any of the Restricted
Subsidiaries. The Parent and the Company will maintain or cause to be
maintained, with financially sound and reputable insurers, insurance with
respect to their properties and business and the properties and business of the
Restricted Subsidiaries against loss or damage of the kinds customarily insured
against by entities of established reputation engaged in the same or similar
businesses and similarly situated, of such types and in such amounts as are
customarily carried under similar circumstances by such other entities and shall
deliver to the Trustee no less often than once in each calendar year a certified
report from an independent insurance agent evidence of such insurance.

                  4.13. Taxes and Claims. The Parent and the Company shall pay,
and cause each of the Restricted Subsidiaries to pay, all material taxes,
assessments and other governmental charges imposed upon them or any of their
properties or assets or in respect of any of their franchises, business, income
or property before the same shall become delinquent, and all lawful claims
(including, without limitation, claims for labor, services, materials and
supplies) for sums which have become due and payable and which by law have or
may become a lien upon any of its properties or assets, prior to the time when
any penalty or fine shall be incurred with respect thereto; provided, however,
that no such tax, assessment, charge or claim need be paid if being contested in
good faith by appropriate proceedings promptly instituted and diligently
conducted and if such reserve or other appropriate provision, if any, as shall
be required in conformity with GAAP shall have been made therefor.

                  4.14. Limitation on Liens. The Parent will not, and will not
permit any Restricted Subsidiary to, and the Company will not, and will not
permit any Restricted Subsidiary to, create, incur, assume or suffer to exist
any Lien on any of the assets or properties of the Parent, the Company or any
Restricted Subsidiary of any character, other than Permitted Liens.

                  4.15. Sale/Leaseback Transactions. (a) The Parent will not,
and will not permit any Restricted Subsidiary to, and the Company will not, and
will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback
Transaction involving any assets or properties of the Parent, the Company or any
Restricted Subsidiary; provided that the Parent, the Company or any of the
Restricted Subsidiaries may enter into a Sale/Leaseback Transaction if:

                        (i) The Parent, the Company or the Restricted
                  Subsidiary, as applicable, could have (a) Incurred
                  Indebtedness in an amount equal to the Attributable Debt
                  relating to such Sale/Leaseback Transaction under Section
                  4.03(a) or (b) and (b) incurred a Lien to secure such
                  Indebtedness pursuant to Section 4.14;

                                      -45-



                        (ii) the gross cash proceeds of that Sale/Leaseback
                  Transaction are at least equal to the fair market value, as
                  determined in good faith by the Board of Directors of the
                  Parent and set forth in an Officer's Certificate delivered to
                  the Trustee, of the property that is subject of such
                  Sale/Leaseback Transaction; and

                        (iii) the transfer of assets in that Sale/Leaseback
                  Transaction is permitted by, and the Parent, the Company or
                  the Restricted Subsidiary, as the case may be, applies the
                  proceeds of such transactions in compliance with Section 4.06.

                  (b) The foregoing restriction shall not apply to any
Sale/Leaseback Transaction if (i) the lease secures tower assets or tower
equipment, and (ii) such Sale/Leaseback Transaction is made in compliance with
Section 4.06; provided that the aggregate Net Proceeds in excess of $10.0
million from all such tower Sale/Leaseback Transactions shall be deemed Excess
Proceeds for the purposes of Section 4.06.

                  4.16. Compliance with Laws, Etc. The Parent and the Company
shall, so long as any Notes are outstanding, and shall cause each of their
Subsidiaries to, comply with the requirements of all applicable laws, rules,
regulations and orders of any governmental authority, including, without
limitation, all environmental laws, rules, regulations and orders, except for
such non-compliances as are not in the aggregate reasonably likely to have a
material adverse effect on the financial condition or results of operations of
the Parent, the Company and the Restricted Subsidiaries taken as a whole.

                  4.17. Corporate Existence. Subject to Article V, the Parent
and the Company shall do or cause to be done all things necessary to preserve
and keep in full force and effect (i) their corporate existence and the
corporate, partnership or other existence, as the case may be, of each of the
Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of each of the Parent,
the Company and any such Restricted Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of each of the Parent, the Company and the
Restricted Subsidiaries; provided, however, that the Parent and the Company
shall not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of the Restricted Subsidiaries
if the Board of Directors of the Parent shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Parent, the
Company and the Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes.

                  4.18. Impairment of Rights. The Parent and the Company agree,
on their behalf and on behalf of each of the Restricted Subsidiaries, that the
Parent, the Company and the Restricted Subsidiaries shall not, directly or
indirectly, (a) subject to applicable law, create or permit to exist or become
effective any restriction of any kind on the ability of the Parent, the Company
or any of the Restricted Subsidiaries, as applicable, to vote the Capital Stock
held by the Parent, the Company or such Restricted Subsidiary in any of the
Restricted Subsidiaries to amend such Restricted Subsidiary's organizational
documents or remove or replace any member of such Restricted Subsidiary's Board
of Directors or (b) in any way impair the security interest granted pursuant to
the Security Documents or the ability of the Trustee, the Collateral Agent or

                                      -46-



the Holders to exercise their rights and remedies under this Indenture, the
Notes, the Guarantees or the Security Documents.

                  4.19. Interests in Non-Owned Real Property; Cell Tower Leases.
Notwithstanding any other provision of this Indenture, none of the Company or
any Guarantor shall obtain, possess, hold, acquire or otherwise maintain any
interest in real property (including but not limited to leasehold interests in
cell towers), other than fee ownership interests in real property, unless all of
the Capital Stock of such entity is pledged as security for the Notes pursuant
to the Pledge Agreement.

                  4.20. Further Assurances. The Parent shall and shall cause its
Restricted Subsidiaries to, and the Company shall and shall cause its Restricted
Subsidiaries to, execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register, as applicable, any and all such further acts,
deeds, conveyances, security agreements, mortgages, assignments, estoppel
certificates, financing statements and continuations thereof, termination
statements, notices of assignment, transfers, certificates, assurances and other
instruments as may be required under applicable law from time to time in order
to:

                  (a) carry out more effectively the purposes of this Indenture,
the Notes, and the Security Documents;

                  (b) subject to the Liens created by any of the Security
Documents any of the properties, rights or interests required to be encumbered
thereby, subject only to Permitted Liens;

                  (c) perfect and maintain the validity, effectiveness and
priority of any of the Security Documents and the Liens intended to be created
thereby; and

                  (d) better assure, convey, grant, assign, transfer, preserve,
protect and confirm to the Collateral Agent or the Trustee any of the rights
granted now or hereafter intended by the parties thereto to be granted to the
Collateral Agent or the Trustee under any other instrument executed in
connection with the Indenture Documents.

                                   ARTICLE V

                                SUCCESSOR COMPANY

                  5.01. When Parent, Company and Guarantors May Merge or
Transfer Assets. (a) The Parent will not consolidate with, merge with or into,
or sell, convey, transfer, lease or otherwise dispose of all or substantially
all of its property and assets (as an entirety or substantially an entirety in
one transaction or a series of related transactions) to, any Person (other than
the Company or a Restricted Subsidiary) or permit any Person (other than the
Company or a Restricted Subsidiary) to merge with or into the Parent unless:

                        (i) the Parent shall be the surviving or continuing
                  Person, or the Person (if other than the Parent) formed by
                  such consolidation or into which the Parent is merged or that
                  acquired or leased such property and assets of the Parent
                  shall be a corporation organized and validly existing under
                  the laws of the United States of America or any jurisdiction
                  thereof and shall expressly assume, by a

                                      -47-



                  supplemental indenture, executed and delivered to the Trustee,
                  all of the obligations of the Parent under the Guarantee;

                        (ii) immediately after giving effect to such transaction
                  on a pro forma basis, no Default or Event of Default shall
                  have occurred and be continuing;

                        (iii) immediately after giving effect to such
                  transaction on a pro forma basis the Parent, or any Person
                  becoming the successor obligor, as the case may be, shall show
                  an improvement in the Leverage Ratios as set forth under
                  Section 4.03(a);

                        (iv) if the Parent is not the surviving or continuing
                  Person, each Guarantor shall have delivered a written
                  instrument in form satisfactory to the Trustee confirming its
                  Guarantee; and

                        (v) the Company delivers to the Trustee an Officer's
                  Certificate (attaching the arithmetic computations to
                  demonstrate compliance with clause (iii)) and an Opinion of
                  Counsel, in each case stating that such consolidation, merger
                  or transfer and such supplemental indenture, if any, complies
                  with this provision and that all conditions precedent provided
                  for herein relating to such transaction have been complied
                  with;

                  provided, however, that clause (iii) above shall not apply if,
                  in the good faith determination of the Board of Directors of
                  the Parent, whose determination shall be evidenced by a Board
                  Resolution, the sole purpose of such transaction is to change
                  the state of incorporation of the Parent.

                  (b) The Company will not consolidate with, merge with or into,
or sell, convey, transfer, lease or otherwise dispose of all or substantially
all of its property and assets (as an entirety or substantially an entirety in
one transaction or a series of related transactions) to, any Person (other than
the Parent or a Restricted Subsidiary) or permit any Person (other than the
Parent or a Restricted Subsidiary) to merge with or into the Company unless:

                        (i) the Company shall be the surviving or continuing
                  Person, or the Person (if other than the Company) formed by
                  such consolidation or into which the Company is merged or that
                  acquired or leased such property and assets of the Company
                  shall be a corporation organized and validly existing under
                  the laws of the United States of America or any jurisdiction
                  thereof and shall expressly assume, by a supplemental
                  indenture, executed and delivered to the Trustee, all of the
                  obligations of the Company on all of the Notes and under this
                  Indenture;

                        (ii) immediately after giving effect to such transaction
                  on a pro forma basis, no Default or Event of Default shall
                  have occurred and be continuing;

                        (iii) immediately after giving effect to such
                  transaction on a pro forma basis the Company, or any Person
                  becoming the successor obligor of the Notes, as the case may
                  be, shall show an improvement in the Leverage Ratios as set
                  forth under Section 4.03(a);

                                      -48-



                        (iv) if the Company is not the surviving or continuing
                  Person, each Guarantor shall have delivered a written
                  instrument in form satisfactory to the Trustee confirming its
                  Guarantee; and

                        (v) the Company delivers to the Trustee an Officer's
                  Certificate (attaching the arithmetic computations to
                  demonstrate compliance with clause (iii)) and an Opinion of
                  Counsel, in each case stating that such consolidation, merger
                  or transfer and such supplemental indenture, if any, complies
                  with this provision and that all conditions precedent provided
                  for herein relating to such transaction have been complied
                  with; provided, however, that clause (iii) above shall not
                  apply if, in the good faith determination of the Board of
                  Directors of the Parent, whose determination shall be
                  evidenced by a Board Resolution, the sole purpose of such
                  transaction is to change the state of incorporation of the
                  Company.

                  (c) The Company will not permit any Guarantor (other than any
Guarantor whose Guarantee is to be released in accordance with the terms of the
Guarantee and this Indenture in connection with any transaction complying with
the provisions of Section 4.06, or the Parent (transactions with respect to the
Parent being governed by Section 5.01(a))) to, in a single transaction or a
series of related transactions, (x) consolidate with or merge with or into any
other Person (other than the Parent, the Company or a Guarantor which is a
Wholly Owned Restricted Subsidiary) or (y) directly or indirectly, transfer,
sell, lease or otherwise dispose of all or substantially all of its assets,
unless:

                        (i) the Guarantor shall be the surviving or continuing
                  Person, or the Person (if other than the Guarantor) formed by
                  such consolidation or into which the Guarantor is merged or
                  that acquired or leased such property and assets of the
                  Guarantor shall be organized under the laws of the United
                  States of America or any jurisdiction thereof and shall
                  expressly assume, by a supplemental indenture, executed and
                  delivered to the Trustee, all of the Guarantor's obligations
                  under this Indenture;

                        (ii) immediately after giving effect to such transaction
                  on a pro forma basis, no Default or Event of Default shall
                  have occurred and be continuing;

                        (iii) immediately after giving effect to such
                  transaction on a pro forma basis, the Company or any Person
                  becoming a successor obligor on the Notes, as the case may be,
                  shall show an improvement in the Leverage Ratios under Section
                  4.03(a); and

                        (iv) the Company shall have delivered to the Trustee an
                  Officer's Certificate (attaching the arithmetic computations
                  to demonstrate compliance with clause (iii)) and an Opinion of
                  Counsel, in each case stating that such consolidation, merger
                  or transfer and such supplemental indenture, if any, complies
                  with this provision and that all conditions precedent provided
                  for herein relating to such transaction have been complied
                  with.

                                      -49-



                                   ARTICLE VI

                         EVENTS OF DEFAULTS AND REMEDIES

                  6.01. Events of Default. An "Event of Default" occurs if:

                  (a) the Company or any Guarantor (i) defaults in the payment
of the principal of (or premium, if any, on) any Note when the same becomes due
and payable at its Stated Maturity, upon required redemption or repurchase, upon
declaration or otherwise, or (ii) fails to redeem or purchase Notes when
required pursuant to this Indenture or the Notes;

                  (b) the Company or any Guarantor defaults in any payment of
interest on any Note and such default continues for a period of 30 days;

                  (c) the Company or any Guarantor fails to comply with Section
5.01 or fails to make or consummate an Offer to Purchase in accordance with
Section 4.06 or 4.08;

                  (d) the Company or any Guarantor fails to comply with any of
its agreements in the Notes or this Indenture, any Guarantee or any Security
Document (other than those referred to in (a), (b) or (c) above) and such
failure continues for 30 days after the notice specified below;

                  (e) there occurs with respect to any issue or issues of
Indebtedness of the Parent, the Company or any of the Restricted Subsidiaries
having an outstanding principal amount of $10.0 million or more in the aggregate
for all such issues of all such Persons, whether such Indebtedness now exists or
shall hereafter be created, (1) an event of default that entitles the holder
thereof to declare such Indebtedness to be due and payable prior to its Stated
Maturity and/or (2) a default in any payment when due at final maturity of any
such Indebtedness;

                  (f) any final judgment or order (not covered by insurance) for
the payment of money in excess of $10.0 million in the aggregate for all such
final judgments or orders against all such Persons (treating any deductibles,
self-insurance or retention as not so covered) shall be rendered against the
Parent, the Company or any of the Restricted Subsidiaries and shall not be paid
or discharged, and there shall be any period of 30 consecutive days following
entry of the final judgment or order that causes the aggregate amount for all
such final judgments or orders outstanding and not paid or discharged against
all such Persons to exceed $10.0 million during which a stay of enforcement of
such final judgment or order, by reason of a pending appeal or otherwise, shall
not be in effect;

                  (g) a court having jurisdiction in the premises enters a
decree or order for (1) relief in respect of the Parent, the Company or any of
the Restricted Subsidiaries in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, (2)
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Parent, the Company or any of the
Restricted Subsidiaries or for all or substantially all of the property and
assets of the Parent, the Company or any of the Restricted Subsidiaries or (3)
the winding up or liquidation of the affairs of the Parent, the Company or any
of the Restricted Subsidiaries and, in each case, such decree or order shall
remain unstayed and in effect for a period of 30 consecutive days;

                                      -50-



                  (h) the Parent, the Company or any Restricted Subsidiary (1)
commences a voluntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or consents to the entry of an order for
relief in an involuntary case under any such law, (2) consents to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Parent, the Company
or any of the Restricted Subsidiaries or for all or substantially all of the
property and assets of the Parent, the Company or any of the Restricted
Subsidiaries or (3) effects any general assignment for the benefit of creditors;

                  (i) any Security Document shall cease to be in full force and
effect or enforceable in accordance with its terms, other than in accordance
with its terms;

                  (j) except upon the release of any Guarantee in accordance
with this Indenture, (1) any Guarantee ceases to be in full force and effect or
is declared null and void or (2) any Guarantor denies that it has any further
liability under the Guarantee or gives notice to that effect; or

                  (k) there shall have occurred any loss, suspension, revocation
or non-renewal of the wireless licenses of the Parent, the Company and those of
the Restricted Subsidiaries covering 50% or more of the total potential
customers covered by all of the wireless licenses of the Parent, the Company and
those of the Restricted Subsidiaries.

                  The foregoing shall constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                  A Default under clause (d) above is not an Event of Default
until the Trustee notifies the Company or the Holders of at least 25% in
principal amount of the outstanding Notes notify the Company and the Trustee of
the Default and the Company or the relevant Guarantor, as applicable, do not
cure such Default within the time specified after receipt of such notice. Such
notice must specify the Default, demand that it be remedied and state that such
notice is a "Notice of Default".

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officer's Certificate
of any event which with the giving of notice or the lapse of time would become
an Event of Default under this Section 6.01, its status and what action the
Company is taking or proposes to take with respect thereto.

                  6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in Section 6.01(g) or (h) with respect to the
Company) occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding, by written notice to
the Company (and to the Trustee if such notice is given by the Holders), may,
and the Trustee at the request of such Holders shall, declare the principal of
all outstanding Notes, together with premium, if any, and all accrued and unpaid
interest thereon, to be immediately due and payable. Upon a declaration of
acceleration, such principal of, premium, if any, and accrued interest shall be
immediately due and payable. In the event of a declaration of

                                      -51-



acceleration because an Event of Default specified in Section 6.01(e) has
occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default triggering such
Event of Default pursuant to Section 6.01(e) shall be remedied or cured by the
Company or the relevant Subsidiary or waived by the Holders of the relevant
Indebtedness within 30 days after the occurrence thereof. If an Event of Default
specified in Section 6.01(g) or (h) above occurs with respect to the Parent or
the Company, the principal of, premium, if any, and accrued interest on the
Notes then outstanding shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. At any time after declaration of acceleration, but before a judgment or
decree for the payment of the money due has been obtained by the Trustee, the
Holders of at least a majority in principal amount of the outstanding Notes by
written notice to the Company and to the Trustee, may waive all past defaults
and rescind and annul a declaration of acceleration and its consequences if (i)
all existing Events of Default, other than the nonpayment of the principal of,
premium, if any, and interest on the Notes that have become due solely by such
declaration of acceleration, have been cured or waived and (ii) the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

                  6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of, premium, if any, or interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  6.04. Waiver of Past Defaults. The Holders of a majority in
principal amount of the Notes by notice to the Trustee may waive on behalf of
the Holders of all of the Notes an existing Default and its consequences except
(a) a Default in the payment of the principal of, premium, if any, or interest
on a Note, (b) a Default arising from the failure to redeem or purchase any Note
when required pursuant to the terms of this Indenture or (c) a Default in
respect of a provision that under Section 9.02 cannot be amended without the
consent of each Holder affected. When a Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or impair any
consequent right.

                  6.05. Control by Majority. The Holders of a majority in
principal amount of the Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Holders or would involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against all losses and expenses caused by taking or
not taking such action.

                                      -52-



                  6.06. Limitation on Suits. (a) Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no Holder
may pursue any remedy with respect to this Indenture or the Notes unless:

                        (i) the Holder gives to the Trustee written notice
                  stating that an Event of Default is continuing;

                        (ii) the Holders of at least 25% in principal amount of
                  the Notes make a written request to the Trustee to pursue the
                  remedy;

                        (iii) such Holder or Holders offer to the Trustee
                  reasonable security or indemnity against any costs, liability
                  or expense;

                        (iv) the Trustee does not comply with the request within
                  60 days after receipt of the request and the offer of security
                  or indemnity; and

                        (v) the Holders of a majority in principal amount of the
                  Notes do not give the Trustee a direction inconsistent with
                  the request during such 60-day period.

                  (b) A Holder may not use this Indenture to prejudice the
rights of another Holder or to obtain a preference or priority over another
Holder.

                  6.07. Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of, premium, if any, and interest on the Notes held by such
Holder, on or after the respective due dates expressed or provided for in the
Notes, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

                  6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Notes for the whole amount then due and
owing (together with interest on overdue principal and (to the extent lawful) on
any unpaid interest at the rate provided for in the Notes) and the amounts
provided for in Section 7.07.

                  6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in
any judicial proceedings relative to the Company, the Parent, any Subsidiary or
Guarantor, their creditors or their property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07.

                                      -53-



                  6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article VI, it shall pay out the money or property in
the following order:

                  FIRST: to the Trustee for amounts due under Section 7.07;

                  SECOND: to Holders for amounts due and unpaid on the Notes for
            principal, premium, if any, and interest, ratably, without
            preference or priority of any kind, according to the amounts due and
            payable on the Notes for principal, premium, if any, and interest,
            respectively; and

                  THIRD: to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.10. At least 15 days before such
record date, the Trustee shall mail to each Holder and the Company a notice that
states the record date, the payment date and amount to be paid.

                  6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 10% in principal amount of the Notes.

                  6.12. Waiver of Stay, Extension or Usury Laws. Neither the
Company nor any Guarantor (to the extent it may lawfully do so) shall at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company and each Guarantor (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and shall not hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VII

                                     TRUSTEE

                  7.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person's own affairs.

                  (b) Except during the continuance of an Event of Default:

                                      -54-



                        (i) the Trustee undertakes to perform such duties and
                  only such duties as are specifically set forth in this
                  Indenture and no implied covenants or obligations shall be
                  read into this Indenture against the Trustee; and

                        (ii) in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture.
                  However, the Trustee shall examine the certificates and
                  opinions to determine whether or not they conform to the
                  requirements of this Indenture.

                  (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                        (i) this paragraph does not limit the effect of Section
                  7.01(b);

                        (ii) the Trustee shall not be liable for any error of
                  judgment made in good faith by a Trust Officer unless it is
                  proved that the Trustee was negligent in ascertaining the
                  pertinent facts;

                        (iii) the Trustee shall not be liable with respect to
                  any action it takes or omits to take in good faith in
                  accordance with a direction received by it pursuant to Section
                  6.05; and

                        (iv) No provision of this Indenture shall require the
                  Trustee to expend or risk its own funds or otherwise incur
                  financial liability in the performance of any of its duties
                  hereunder or in the exercise of any of its rights or powers,
                  if it shall have reasonable grounds to believe that repayment
                  of such funds or adequate indemnity against such risk or
                  liability is not reasonably assured to it.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to Sections 7.01(a), (b) and (c).

                  (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

                  (f) Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.

                  (g) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 7.01 and to the provisions of the TIA.

                  7.02. Rights of Trustee. (a) The Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in
the document.

                                      -55-



                  (b) Before the Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officer's Certificate or Opinion of Counsel.

                  (c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Trustee's conduct does not
constitute willful misconduct or negligence.

                  (e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in respect to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.

                  (f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other paper or document unless requested in writing to do so
by the Holders of not less than a majority in principal amount of the Notes at
the time outstanding, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine (in good faith in furtherance of its rights and
powers expressly set forth in this Indenture) to make such further inquiry or
investigation, it shall be entitled upon written notice to examine the books,
records and premises of the Company, personally or by agent or attorney, during
regular business hours and subject to a customary confidentiality agreement
between the Company and the Trustee and its agent and attorney.

                  7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee. However, in the event that the Trustee
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the Commission for permission to continue as trustee or resign.
Any Paying Agent, Registrar or co-paying agent may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11.

                  7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, any Guarantee or the Notes, including the validity,
effectiveness or perfection of the security interests in the Collateral granted
pursuant to Article 10 hereof, it shall not be accountable for the Company's use
of the proceeds from the Notes, and it shall not be responsible for any
statement of the Company or any Guarantor in this Indenture or in any document
issued in connection with the sale of the Notes or in the Notes other than the
Trustee's certificate of authentication. The Trustee shall not be charged with
knowledge of any Default or Event of Default under Sections 6.01(c), (d), (e),
(f), (i), (j) or (k) unless either (a) a Trust Officer shall have actual
knowledge thereof or (b) the

                                      -56-



Trustee shall have received notice thereof in accordance with Section 12.02 from
the Company, any Guarantor or any Holder.

                  7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Holder notice of the Default within 90 days after it occurs, provided that in
the event that the Trustee first becomes aware of a Default after 90 days
subsequent to its occurrence, the Trustee shall mail to each Holder notice of
the Default as soon thereafter as practicable. Except in the case of a Default
in payment of principal of, premium, if any, or interest on any Note (including
payments pursuant to the redemption provisions of such Note, if any), the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of Holders.

                  7.06. Reports by Trustee to Holders. Within 60 days after each
May 15 beginning with May 15, 2004, the Trustee shall mail to each Holder a
brief report dated as of such May 15 that complies with Section 313(a) of the
TIA (but if no event described in Section 313(a) of the TIA has occurred within
the 12 months preceding the reporting date, no report need be transmitted). The
Trustee shall also comply with Section 313(b) of the TIA. The Trustee will also
transmit by mail all reports required by Section 313(c) of the TIA.

                  A copy of each report at the time of its mailing to Holders
shall be mailed by the Trustee to the Company and shall be filed with the
Commission and each stock exchange (if any) on which the Notes are listed in
accordance with Section 313(d) of the TIA. The Company agrees to notify promptly
the Trustee whenever the Notes become listed on any stock exchange and of any
delisting thereof.

                  7.07. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time reasonable compensation for its services hereunder as
the Company and the Trustee shall from time to time agree in writing. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company and each Guarantor, jointly and severally shall indemnify
the Trustee against any and all loss, liability or expense (including reasonable
attorneys' fees) incurred by or in connection with the administration of this
trust and the performance of its duties hereunder. The Trustee shall notify the
Company of any claim for which it may seek indemnity promptly upon obtaining
actual knowledge thereof; provided, however, that any failure so to notify the
Company shall not relieve the Company or any Guarantor of its indemnity
obligations hereunder. The Company shall defend the claim and the Trustee shall
provide reasonable cooperation at the Company's expense in the defense. The
Trustee may have separate counsel and the Company and the Guarantors, as
applicable, shall pay the reasonable fees and expenses of such counsel;
provided, however, that the Company and the Guarantors shall not be required to
pay such fees and expenses if they assume the Trustee's defense and, in the
reasonable judgment of the Trustee's outside counsel, there is no conflict of
interest between the Company and the Guarantors, on the one hand, and the
Trustee, on the other hand, in connection with such defense. The Company need
not reimburse any expense or

                                      -57-



indemnify against any loss, liability or expense incurred by the Trustee through
its own willful misconduct, negligence or bad faith.

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a lien prior to the Notes on all money or property
held or collected by the Trustee, provided that such lien shall not apply to
money or property held in trust to pay principal of, premium, if any, and
interest on particular Notes on a non pro rata basis.

                  The Company's payment obligations pursuant to this Section
7.07 shall survive the satisfaction or discharge of this Indenture, any
rejection or termination of this Indenture under any bankruptcy law or the
resignation or removal of the Trustee. Without prejudice to any other rights
available to the Trustee under applicable law, when the Trustee incurs expenses
after the occurrence of a Default specified in Section 6.01(g) or (h) with
respect to the Company, the expenses are intended to constitute expenses of
administration under any bankruptcy law.

                  7.08. Replacement of Trustee. (a) The Trustee may resign at
any time by so notifying the Company. The Holders of a majority in principal
amount of the Notes may remove the Trustee by so notifying the Trustee and may
appoint a successor Trustee. The Company shall remove the Trustee if:

                        (i) the Trustee fails to comply with Section 7.10;

                        (ii) the Trustee is adjudged bankrupt or insolvent or an
                  order for relief is entered with respect to the Trustee under
                  any Bankruptcy Law;

                        (iii) a receiver or other public officer takes charge of
                  the Trustee or its property; or

                        (iv) the Trustee otherwise becomes incapable of acting.

                  (b) If the Trustee resigns, is removed by the Company or by
the Holders of a majority in principal amount of the Notes and such Holders do
not reasonably promptly appoint a successor Trustee, or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.

                  (c) A successor Trustee shall deliver a written acceptance of
its appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 7.07.

                  (d) If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

                                      -58-



                  (e) If the Trustee fails to comply with Section 7.10, unless
the Trustee's duty to resign is stayed as provided in TIA Section 310(b), any
Holder who has been a bona fide holder of a Note for at least six months may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

                  (f) Notwithstanding the replacement of the Trustee pursuant to
this Section 7.08, the Company's obligations under Section 7.07 shall continue
for the benefit of the retiring Trustee.

                  7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Notes shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to
the Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Notes or
in this Indenture provided that the certificate of the Trustee shall have.

                  7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a). The Trustee shall have a
combined capital and surplus of at least $100,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b), subject to its right to apply for a stay of its duty to resign
under the penultimate paragraph of TIA Section 310(b); provided, however, that
there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities or certificates of interest
or participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

                  7.11. Preferential Collection of Claims Against the Company.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

                  8.01. Discharge of Liability on Notes; Defeasance. (a) Subject
to Section 8.01(c), when (i) all outstanding Notes (other than Notes replaced or
paid pursuant to Section 2.07) have been canceled or delivered to the Trustee
for cancellation or (ii) all outstanding Notes not previously delivered for
cancellation have become due and payable at maturity or, as a result

                                      -59-



of the mailing of a notice of redemption pursuant to Article III, have become or
will become due and payable on the redemption date specified in such notice of
redemption, and the Company irrevocably deposits with the Trustee funds in an
amount sufficient or U.S. Government Obligations, the principal of and interest
on which will be sufficient, or a combination thereof sufficient, in the written
opinion of a nationally recognized firm of independent public accountants
delivered to the Trustee (which delivery shall only be required if U.S.
Government Obligations have been so deposited) to pay the principal of, premium,
if any, and interest on the outstanding Notes when due at maturity or upon
redemption of, including interest thereon to maturity or such redemption date
(other than Notes replaced or paid pursuant to Section 2.07) and if in either
case the Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 8.01(c), cease to be of further effect. The
Trustee shall acknowledge satisfaction and discharge of this Indenture on demand
of the Company accompanied by an Officer's Certificate and an Opinion of Counsel
and at the cost and expense of the Company.

                  (b) Subject to Sections 8.01(c) and 8.02, the Company at any
time may terminate (i) all of its obligations under the Notes and this Indenture
("legal defeasance option") and (ii) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.10 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17
(with respect to the Parent and the Restricted Subsidiaries only) or 4.18 and
the operation of Section 5.01(a), 5.01(b)(iii), 5.01(c), 6.01(c) (with respect
to Offers to Purchase only), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to
the Parent and the Restricted Subsidiaries only), 6.01(h) (with respect to the
Parent and the Restricted Subsidiaries only), 6.01(i), 6.01(j) and 6.01(k)
("covenant defeasance option"). The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option. In
the event that the Company terminates all of its obligations under the Notes and
this Indenture by exercising its legal defeasance option, the obligations under
the Guarantees shall each be terminated simultaneously with the termination of
such obligations.

                  If the Company exercises its legal defeasance option, payment
of the Notes may not be accelerated because of an Event of Default. If the
Company exercises its covenant defeasance option, payment of the Notes may not
be accelerated because of an Event of Default specified in Section 6.01(c) (with
respect to Offers to Purchase only), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with
respect to the Parent and the Restricted Subsidiaries only), 6.01(h) (with
respect to the Parent and the Restricted Subsidiaries only), 6.01(i) 6.01(j) or
6.01(k) or because of the failure of the Company to comply with Section 5.01(a),
5.01(b)(iii) or 5.01(c).

                  Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

                  (c) Notwithstanding the provisions of Sections 8.01(a) and
8.01(b), the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07,
2.08, 2.09, 7.07, 7.08 and in this Article VIII shall survive until the Notes
have been paid in full. Thereafter, the Company's obligations in Sections 7.07,
8.04 and 8.05 shall survive.

                  8.02. Conditions to Defeasance. (a) The Company may exercise
its legal defeasance option or its covenant defeasance option only if:

                                      -60-



                        (i) the Company irrevocably deposits in trust with the
                  Trustee money in an amount sufficient or U.S. Government
                  Obligations, the principal of and interest on which will be
                  sufficient, or a combination thereof sufficient, to pay the
                  principal, premium (if any) and interest on the Notes when due
                  at maturity or redemption, as the case may be, including
                  interest thereon to maturity or such redemption date;

                        (ii) the Company delivers to the Trustee a certificate
                  from a nationally recognized firm of independent accountants
                  expressing their opinion that the payments of principal and
                  interest when due and without reinvestment on the deposited
                  U.S. Government Obligations plus any deposited money without
                  investment will provide cash at such times and in such amounts
                  as will be sufficient to pay principal, premium (if any) and
                  interest when due on all the Notes to maturity or redemption,
                  as the case may be;

                        (iii) 91 days pass after the deposit is made and during
                  the 91-day period no Default specified in Section 6.01(g) or
                  (h) with respect to the Company occurs which is continuing at
                  the end of the period;

                        (iv) the deposit does not constitute a default under any
                  other agreement binding on the Company;

                        (v) the Company delivers to the Trustee an Opinion of
                  Counsel to the effect that the trust resulting from the
                  deposit does not constitute, or is qualified as, a regulated
                  investment company under the Investment Company Act of 1940;

                        (vi) in the case of the legal defeasance option, the
                  Company shall have delivered to the Trustee an Opinion of
                  Counsel stating that (1) the Company has received from, or
                  there has been published by, the Internal Revenue Service a
                  ruling, or (2) since the date of this Indenture there has been
                  a change in the applicable federal income tax law, in either
                  case to the effect that, and based thereon such Opinion of
                  Counsel shall confirm that, the Holders will not recognize
                  income, gain or loss for federal income tax purposes as a
                  result of such defeasance and will be subject to federal
                  income tax on the same amounts, in the same manner and at the
                  same times as would have been the case if such defeasance had
                  not occurred;

                        (vii) in the case of the covenant defeasance option, the
                  Company shall have delivered to the Trustee an Opinion of
                  Counsel to the effect that the Holders will not recognize
                  income, gain or loss for federal income tax purposes as a
                  result of such covenant defeasance and will be subject to
                  federal income tax on the same amounts, in the same manner and
                  at the same times as would have been the case if such covenant
                  defeasance had not occurred; and

                        (viii) the Company delivers to the Trustee an Officer's
                  Certificate and an Opinion of Counsel, each stating that all
                  conditions precedent to the defeasance

                                      -61-



                  and discharge of the Notes as contemplated by this Article
                  VIII have been complied with.

                  (b) Before or after a deposit, the Company may make
arrangements satisfactory to the Trustee for the redemption of Notes at a future
date in accordance with Article III.

                  8.03. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article VIII. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of, premium, if any, and interest on the
Notes.

                  8.04. Repayment to the Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any money or U.S.
Government Obligations held by either of them as provided in this Article VIII
which, in the written opinion of a nationally recognized firm of independent
public accountants delivered to the Trustee (which delivery shall only be
required if U.S. Government Obligations have been so deposited), are in excess
of the amount thereof which would then be required to be deposited to effect an
equivalent discharge or defeasance in accordance with this Article VIII.

                  Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon written request any money
held by them for the payment of principal, premium, if any, or interest that
remains unclaimed for two years, and, thereafter, Holders entitled to the money
must look to the Company for payment as general creditors and the Trustee and
the Paying Agent shall have no further liability with respect to such monies.

                  8.05. Indemnity for Government Obligations. The Company shall
pay and shall indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against deposited U.S. Government Obligations or the principal
and interest received on such U.S. Government Obligations.

                  8.06. Reinstatement. If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with this
Article VIII by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to this Article VIII until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with this Article VIII; provided, however, that if the Company has
made any payment of principal of, premium, if any, or interest on any Notes
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

                                      -62-



                                   ARTICLE IX

                                   AMENDMENTS

                  9.01. Without Consent of Holders. The Company, the Guarantors
and the Trustee may amend or supplement this Indenture, the Notes, the
Guarantees or the Security Documents without notice to or consent of any Holder:

                        (i) to cure any ambiguity, omission, defect or
                  inconsistency;

                        (ii) to comply with Article V or Article XI;

                        (iii) to provide for uncertificated Notes in addition to
                  or in place of certificated Notes; provided, however, that the
                  uncertificated Notes are issued in registered form for
                  purposes of Section 163(f) of the Code or in a manner such
                  that the uncertificated Notes are described in Section
                  163(f)(2)(B) of the Code;

                        (iv) to add additional Guarantees with respect to the
                  Notes (including the execution of a supplemental indenture);

                        (v) to add to the covenants of the Company for the
                  benefit of the Holders or to surrender any right or power
                  herein conferred upon the Company;

                        (vi) to make any change that does not adversely affect
                  the rights of any Holder, subject to the provisions of this
                  Indenture;

                        (vii) to comply with any requirement of the Commission
                  in connection with qualifying, or maintaining the
                  qualification of, this Indenture under the TIA; or

                        (viii) if necessary, in connection with any addition or
                  release of Collateral permitted under the terms of this
                  Indenture or the Security Documents.

                  The Company shall also be entitled to releases of the
Collateral or the Guarantees as described in Sections 10.03 and 11.03.

                  9.02. With Consent of Holders. (a) The Company, the Guarantors
and the Trustee may amend this Indenture, the Notes, the Guarantees or the
Security Documents without notice to any Holder but with the written consent of
the Holders of at least a majority in principal amount of the Notes then
outstanding (including consents obtained in connection with a tender offer or
exchange for the Notes). However, without the consent of each Holder affected,
an amendment may not:

                        (i) reduce the amount of Notes whose Holders must
                  consent to an amendment;

                        (ii) reduce the rate of or extend the time for payment
                  of interest on any Note;

                                      -63-



                        (iii) reduce the principal of or extend the Stated
                  Maturity of any Note;

                        (iv) reduce the premium payable upon the redemption of
                  any Note or change the time at which any Note may be redeemed
                  in accordance with Article III;

                        (v) make any Note payable in money other than that
                  stated in the Note;

                        (vi) impair the right of any Holder to receive payment
                  of principal of, premium, if any, and interest on, such
                  Holder's Notes on or after the due dates therefor or to
                  institute suit for the enforcement of any payment on or with
                  respect to such Holder's Notes;

                        (vii) make any change in Section 6.04 or 6.07 or the
                  second sentence of this Section 9.02; or

                        (viii) modify the Guarantees in any manner adverse to
                  the Holders.

                  The consent of the Holders under this Section 9.02 shall not
be necessary to approve the particular form of any proposed amendment. It shall
be sufficient if such consent approves the substance thereof.

                  (b) After an amendment under this Section 9.02 becomes
effective, the Company shall mail to Holders a notice briefly describing such
amendment. The failure to give such notice to all Holders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section 9.02.

                  9.03. Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Notes shall comply with the TIA as then in effect.

                  9.04. Revocation and Effect of Consents and Waivers. (a) A
consent to an amendment or a waiver by a Holder of a Note shall bind the Holder
and every subsequent Holder of that Note or portion of the Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
or waiver is not made on the Note. However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder's Note or portion of the Note
if the Trustee receives the notice of revocation before the date on which the
Trustee receives an Officer's Certificate from the Company certifying that the
requisite number of consents have been received. After an amendment or waiver
becomes effective, it shall bind every Holder. An amendment or waiver becomes
effective upon the (i) receipt by the Company or the Trustee of the requisite
number of consents, (ii) satisfaction of conditions to effectiveness as set
forth in this Indenture and any indenture supplemental hereto containing such
amendment or waiver and (iii) execution of such amendment or waiver (or
supplemental indenture) by the Company and the Trustee.

                  (b) The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were

                                      -64-



Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

                  9.05. Notation on or Exchange of Notes. If an amendment
changes the terms of a Note, the Trustee may require the Holder of the Note to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Note regarding the changed terms and return it to the Holder. Alternatively, if
the Company or the Trustee so determines, the Company in exchange for the Note
shall issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a new Note that reflects the changed terms. Failure to make the
appropriate notation or to issue a new Note shall not affect the validity of
such amendment.

                  9.06. Trustee to Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article IX if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officer's Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture and that such amendment
is the legal, valid and binding obligation of the Company and the Guarantors
enforceable against them in accordance with its terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 9.03).

                  9.07. Payment for Consent. None of the Company, any Guarantor
or any Affiliate of the Company or any Guarantor shall, directly or indirectly,
pay or cause to be paid any consideration, whether by way of interest, fee or
otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture, the Notes, or any
other Indenture Document (including the Security Documents) unless such
consideration is offered to be paid to all Holders that so consent, waive or
agree to amend in the time frame set forth in solicitation documents relating to
such consent, waiver or agreement.

                                    ARTICLE X

                             COLLATERAL AND SECURITY

                  10.01. Security Documents. The due and punctual payment of the
principal of, premium, if any, and interest on the Notes when and as the same
shall be due and payable, whether on an interest payment date, at maturity, by
acceleration, repurchase, redemption or otherwise, and interest on the overdue
principal of, premium, if any, and interest on the Notes and performance of all
other Obligations of the Company and the Guarantors to the Holders or the
Trustee under this Indenture and the Notes, according to the terms hereunder or
thereunder, are secured as provided in the Security Documents which define the
terms of the Liens that secure the Obligations and provide that the Liens
granted thereunder secure the Obligations on a first-priority basis, but subject
to any Permitted Liens that may have priority over the Lien and security
interests created by the Security Documents. Each Holder, by its acceptance of a
Note,

                                      -65-



consents and agrees to all of the terms of the Security Documents (including the
provisions providing for the exercise of remedies and release of Collateral) as
the same may be in effect or may be amended from time to time in accordance with
their terms, and authorizes and directs the Trustee to enter into the Security
Documents and to perform its obligations and exercise its rights thereunder in
accordance therewith. The Company shall deliver to the Trustee (if it is not
itself then the Collateral Agent) copies of all documents delivered to the
Collateral Agent pursuant to the Security Documents, and the Company and the
Parent will do or cause to be done all such acts and things as may be required
by the next sentence of this Section 10.01, to assure and confirm to the Trustee
the Liens upon the Collateral contemplated hereby, by the Security Documents or
any part thereof, as from time to time constituted, so as to render the same
available for the security and benefit of this Indenture and of the Obligations
secured hereby, according to the intent and purposes herein expressed. The
Company and the Parent shall take, and shall cause the Restricted Subsidiaries
to take, any and all actions reasonably required to cause the Security Documents
to create and maintain, as security for the Obligations of the Company and the
Guarantors hereunder, a valid and enforceable perfected first-priority Lien on
all the Collateral, in favor of the Collateral Agent for the ratable benefit of
the Holders, but subject to any Permitted Liens that may have priority over the
Lien and security interests created by the Security Documents. The Trustee and
the Company hereby acknowledge and agree that the Collateral Agent holds the
Collateral for the ratable benefit of the Holders and the Trustee pursuant to
the terms of the Indenture and the Security Documents.

                  10.02. Recording and Opinions. (a) The Company will furnish to
the Trustee on May 15 in each year (or the first Business Day immediately
thereafter if May 15 of such year is not a Business Day) beginning with May 15,
2004, an Opinion of Counsel, which may be rendered by internal counsel to the
Company, dated as of such date, either:

                        (i) (A) stating that, in the opinion of such counsel,
                  action has been taken with respect to the recording,
                  registering, filing, re-recording, re-registering and
                  re-filing of all supplemental indentures, financing
                  statements, continuation statements or other instruments of
                  further assurance as is necessary to maintain and perfect the
                  Lien of the Security Documents and reciting with respect to
                  the Liens on the Collateral the details of such action or
                  referring to prior Opinions of Counsel in which such details
                  are given, and (B) stating that, in the opinion of such
                  counsel, based on relevant laws as in effect on the date of
                  such Opinion of Counsel, all financing statements and
                  continuation statements have been executed and filed that are
                  necessary as of such date and during the succeeding 12 months
                  fully to preserve, perfect and protect, to the extent such
                  protection and preservation are possible by filing, the rights
                  of the Holders and the Trustee hereunder and the rights of the
                  Holders, the Trustee and the Collateral Agent under the
                  Security Documents with respect to the Liens on the
                  Collateral; or

                        (ii) stating that, in the opinion of such counsel, no
                  such action is necessary to maintain and perfect such Lien and
                  assignment.

                  (b) The Company will otherwise comply with the provisions of
TIA Section 314(b).

                                      -66-



                  10.03. Release of Collateral. (a) Subject to Sections
10.03(b), (c), (d) and 10.08, Collateral may be released from the Lien and
security interest created by the Security Documents at any time or from time to
time in accordance with the provisions of the Security Documents or as provided
hereby. Upon the request of the Company pursuant to an Officer's Certificate
certifying that all conditions precedent hereunder have been met and without the
consent of any Holder, the Company and the Guarantors will be entitled to
releases of assets included in the Collateral from the Liens securing the Notes
under any one or more of the following circumstances:

                        (i) if such asset is sold, transferred, leased or
                  otherwise disposed of in a transaction that is permitted or
                  not prohibited by Section 4.06;

                        (ii) to enable the Company or any Guarantor to
                  consummate any sale, lease, conveyance or other disposition of
                  any assets or rights permitted or not prohibited under Section
                  4.06;

                        (iii) in respect of assets to the extent they are
                  subject to a Permitted Lien;

                        (iv) if all of the Capital Stock of any Subsidiary of
                  the Parent or the Company that is pledged to the Collateral
                  Agent is released in accordance with the terms of this
                  Indenture and the Security Documents, such Subsidiary's assets
                  will also be released;

                        (v) if any Restricted Subsidiary that is a Guarantor is
                  released from its Guarantee in accordance with the provisions
                  of this Indenture and the Security Documents, the Capital
                  Stock issued by such Subsidiary that is pledged to the
                  Collateral Agent and such Subsidiary's assets will also be
                  released;

                        (vi) if any Restricted Subsidiary is designated an
                  Unrestricted Subsidiary, or such Subsidiary otherwise ceases
                  to be a Restricted Subsidiary, in accordance with the
                  provisions of this Indenture, the Capital Stock issued by such
                  Subsidiary that is pledged to the Collateral Agent and such
                  Subsidiary's assets will be released; or

                        (vii) pursuant to an amendment, waiver or supplement in
                  accordance with Article IX.

                  Upon receipt of such Officer's Certificate, the Trustee shall,
if at such time it is the Collateral Agent, or otherwise shall direct the
Collateral Agent, to execute, deliver or acknowledge any necessary or proper
instruments of termination, satisfaction or release to evidence the release of
any Collateral permitted to be released pursuant to this Indenture and the
Security Documents.

                  (b) No Collateral may be released from the Lien and security
interest created by the Security Documents pursuant to the provisions of the
Security Documents unless the Officer's Certificate required by this Section
10.03 has been delivered to the Collateral Agent or such release is made in
accordance with Section 10.08.

                                      -67-



                  (c) At any time when a Default or Event of Default has
occurred and is continuing and the maturity of the Notes has been accelerated
(whether by declaration or otherwise), no release of Collateral pursuant to the
provisions of the Security Documents will be effective as against the Holders
unless consented to by each of the Holders.

                  (d) The release of any Collateral from the terms of this
Indenture and the Security Documents shall not be deemed to impair the security
under this Indenture in contravention of the provisions hereof if and to the
extent the Collateral is released pursuant to the terms of the Security
Documents and this Indenture. To the extent applicable, the Company will cause
TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the
release of property or securities from the Lien and security interest of the
Security Documents and relating to the substitution therefor of any property or
securities to be subjected to the Lien and security interest of the Security
Documents, to be complied with. Any certificate or opinion required by TIA
Section 314(d) may be made by an Officer of the Company except in cases where
TIA Section 314(d) requires that such certificate or opinion be made by an
independent Person, which Person will be an independent engineer, appraiser or
other expert selected or approved by the Trustee and the Collateral Agent in the
exercise of reasonable care.

                  10.04. Certificates and Opinions of Counsel. To the extent
applicable, the Company will furnish to the Trustee and the Collateral Agent,
prior to each proposed release of Collateral pursuant to the Security Documents:

                  (a) all documents required by TIA Section 314(d); and

                  (b) an Opinion of Counsel, which may be rendered by internal
counsel to the Company, to the effect that such accompanying documents
constitute all documents required by TIA Section 314(d).

The Trustee may, to the extent permitted by Sections 7.01 and 7.02, accept as
conclusive evidence of compliance with the foregoing provisions the appropriate
statements contained in such documents and such Opinion of Counsel.

                  10.05. Certificates of the Trustee. In the event that the
Company wishes to release Collateral in accordance with the Security Documents
at a time when the Trustee is not itself also the Collateral Agent and have
delivered the certificates and documents required by the Security Documents and
Sections 10.03 and 10.04, the Trustee will determine whether it has received all
documentation required by TIA Section 314(d) in connection with such release
and, based on such determination and the Opinion of Counsel delivered pursuant
to Section 10.04(b), will deliver a certificate to the Collateral Agent setting
forth such determination.

                  10.06. Authorization of Actions to Be Taken by the Trustee
Under the Security Documents. Subject to the provisions of Section 7.01 and
7.02, the Trustee may, in its sole discretion and without the consent of the
Holders, take, on behalf of the Holders, or direct, on behalf of the Holders,
the Collateral Agent to take, all actions it deems necessary or appropriate in
order to:

                  (a) enforce any of the terms of the Security Documents; and

                                      -68-



                  (b) collect and receive any and all amounts payable in respect
of the Obligations of the Company and the Guarantors hereunder

The Trustee will have power to institute and maintain such suits and proceedings
as it may deem expedient to prevent any impairment of the Collateral by any acts
that may be unlawful or in violation of the Security Documents or this
Indenture, and such suits and proceedings as the Trustee may deem expedient to
preserve or protect its interests and the interests of the Holders in the
Collateral (including power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the security interest hereunder or be prejudicial to the interests
of the Holders or of the Trustee).

                  10.07. Authorization of Receipt and Distribution of Funds by
the Trustee Under the Security Documents. The Trustee is authorized to receive
any funds for the benefit of the Holders distributed under the Security
Documents, and to make further distributions of such funds to the Holders
according to the provisions of this Indenture.

                  10.08. Termination of Security Interest. The Trustee will, at
the request of the Company, deliver a certificate to the Collateral Agent
stating that such Obligations have been paid in full, and instruct the
Collateral Agent to release the Liens securing the Obligations pursuant to this
Indenture and the Security Documents upon (1) payment in full of the principal
of, premium, if any, accrued and unpaid interest on the Notes and all other
Obligations under this Indenture, the Guarantees and the Security Documents that
are due and payable at or prior to the time such principal, premium, accrued and
unpaid interest are paid, (2) a satisfaction and discharge of this Indenture as
described in Article VIII or (3) a legal defeasance or covenant defeasance as
described in Article VIII. Notwithstanding the provisions of Section 10.03(b),
upon receipt of such instruction, the Trustee, if it is the Collateral Agent,
shall, or, if it is not the Collateral Agent, shall request the Collateral Agent
to, execute, deliver or acknowledge any necessary or proper instruments of
termination, satisfaction or release to evidence the release of all such Liens.

                  10.09. Trustee Serving as Collateral Agent; Amendments or
Supplements to, or Replacements of, the Security Documents. (a) If the Trustee
shall become the Collateral Agent, it shall be authorized to appoint
co-Collateral Agents as necessary in its sole discretion. Except as otherwise
explicitly provided herein or in the Security Documents, neither the Trustee nor
any of its respective officers, directors, employees or agents shall be liable
for failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of any other Person or to take any other
action whatsoever with regard to the Collateral or any part thereof. The Trustee
shall be accountable only for amounts that it actually receives as a result of
the exercise of such powers, and neither the Trustee nor any of its officers,
directors, employees or agents shall be responsible for any act or failure to
act hereunder, except for its own willful misconduct, negligence or bad faith.

                  (b) The Trustee, is authorized and directed to (i) if the
Trustee shall become the Collateral Agent, enter into the Security Documents,
(ii) bind the Holders on the terms as set

                                      -69-



forth in the Security Documents and (iii) perform and observe its obligations
under the Security Documents.

                                   ARTICLE XI

                                   GUARANTEES

                  11.01. Guarantees. (a) Each Guarantor hereby jointly and
severally irrevocably and unconditionally Guarantees, as a primary obligor and
not merely as a surety, to each Holder and to the Trustee and its successors and
assigns the full and punctual payment when due, whether at Stated Maturity, by
acceleration, by redemption or otherwise, of all obligations of the Company
under this Indenture (including obligations to the Trustee) and the Notes,
whether for payment of principal of, premium, if any, or interest on the Notes
and all other monetary obligations of the Company under this Indenture and the
Notes, whether for fees, expenses, indemnification or otherwise (all the
foregoing being hereinafter collectively called the "Guaranteed Obligations").
Each Guarantor further agrees that the Guaranteed Obligations may be extended or
renewed, in whole or in part, without notice or further assent from each such
Guarantor, and that each such Guarantor shall remain bound under this Article XI
notwithstanding any extension or renewal of any Guaranteed Obligation.

                  (b) Each Guarantor waives presentation to, demand of payment
from and protest to the Company of any of the Guaranteed Obligations and also
waives notice of protest for nonpayment. Each Guarantor waives notice of any
default under the Notes or the Guaranteed Obligations. The obligations of each
Guarantor hereunder shall not be affected by (i) the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any right or remedy
against the Company or any other Person under this Indenture, the Notes or any
other agreement or otherwise; (ii) any extension or renewal of any thereof;
(iii) any rescission, waiver, amendment or modification of any of the terms or
provisions of this Indenture, the Notes or any other agreement; (iv) the release
of any security held by any Holder or the Trustee for the Guaranteed Obligations
or any of them; (v) the failure of any Holder or Trustee to exercise any right
or remedy against any other Guarantor; or (vi) any change in the ownership of
such Guarantor, except as provided in Section 11.03.

                  (c) Each Guarantor hereby waives any right to which it may be
entitled to have its obligations hereunder divided among the Guarantors, such
that such Guarantor's obligations would be less than the full amount claimed.
Each Guarantor hereby waives any right to which it may be entitled to have the
assets of the Company first be used and depleted as payment of the Company's or
such Guarantor's obligations hereunder prior to any amounts being claimed from
or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to
which it may be entitled to require that the Company be sued prior to an action
being initiated against such Guarantor.

                  (d) Each Guarantor further agrees that its Guarantee herein
constitutes a guarantee of payment when due (and not a guarantee of collection)
and waives any right to require that any resort be had by any Holder or the
Trustee to any security held for payment of the Guaranteed Obligations.

                                      -70-



                  (e) Except as expressly set forth in Sections 8.01(b), 11.02
and 11.03, the obligations of each Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason (other than
payment of the Guaranteed Obligations in full), including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Guaranteed
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any remedy under this Indenture, the Notes or any
other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, willful or otherwise, in the performance of the Guaranteed
Obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
any Guarantor or would otherwise operate as a discharge of any Guarantor as a
matter of law or equity.

                  (f) Each Guarantor agrees that its Guarantee shall remain in
full force and effect until payment in full of all the Guaranteed Obligations.
Each Guarantor further agrees that its Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of, premium, if any, or interest on any Guaranteed
Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company or otherwise.

                  (g) In furtherance of the foregoing and not in limitation of
any other right which any Holder or the Trustee has at law or in equity against
any Guarantor by virtue hereof, upon the failure of the Company to pay the
Guaranteed Obligation when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise, each Guarantor hereby
promises to and shall, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal
to the sum of (i) the unpaid amount of such Guaranteed Obligations and (ii)
accrued and unpaid interest on such Guaranteed Obligations then due and owing
(but only to the extent not prohibited by law).

                  (h) Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any Guaranteed
Obligations guaranteed hereby until payment in full of all Guaranteed
Obligations. Each Guarantor further agrees that, as between it, on the one hand,
and the Holders and the Trustee, on the other hand, (i) the maturity of the
Guaranteed Obligations guaranteed hereby may be accelerated as provided in
Article VI for the purposes of any Guarantee herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations guaranteed hereby, and (ii) in the event of any
declaration of acceleration of such Guaranteed Obligations as provided in
Article VI, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guarantor for the purposes of this
Section 11.01.

                  (i) Each Guarantor also agrees to pay any and all reasonable
costs and expenses (including reasonable attorneys' fees and expenses) incurred
by the Trustee or any Holder in enforcing any rights under this Section 11.01;
provided that the Guarantors shall not be obligated to pay for more than one
primary counsel and one local counsel for the Trustee and the Holders
collectively.

                                      -71-



                  (j) Upon request of the Trustee, each Guarantor shall execute
and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this
Indenture.

                  11.02. Limitation on Liability. Any term or provision of this
Indenture to the contrary notwithstanding, the maximum aggregate amount of the
Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed
the maximum amount that can be hereby guaranteed without rendering this
Indenture, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

                  11.03. Releases of Guarantees. A Guarantee may be released
without any action required on the part of the Trustee or any Holder as provided
hereby. Upon the request of the Company pursuant to an Officer's Certificate
certifying that all conditions precedent hereunder have been met and without the
consent of any Holder, a Guarantee may be released under any one of the
following circumstances:

                  (a) (i) if all of the Capital Stock of, or other equity
interests in, or all or substantially all of the assets of such Guarantor is
sold or otherwise disposed of (including by way of merger or consolidation) to a
Person other than any of the Company, the Parent, or another Guarantor or (ii)
if such Guarantor ceases to be a Restricted Subsidiary, and the Company
otherwise complies, to the extent applicable, with Sections 4.06 and 5.01; or

                  (b) if the Parent or the Company designates such Guarantor as
an Unrestricted Subsidiary in accordance with the provisions of this Indenture;
or

                  (c) if the Capital Stock of such Guarantor (that owns one or
more FCC wireless licenses and does not own any other material assets) becomes
subject to a Permitted Lien pursuant to clause (xvii) of the definition of
"Permitted Liens."

                  Upon delivery by the Company to the Trustee of an Officer's
Certificate and an Opinion of Counsel, which may be rendered by internal counsel
to the Company, to the effect that such release was made by the Company in
accordance with the provisions of this Indenture, the Trustee will execute any
documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Guarantee.

                  Any Guarantor not released from its obligations under its
Guarantee will remain liable for the full amount of principal of, premium, if
any, and interest on the Notes and for the other obligations of any Guarantor
under this Indenture as provided in this Article XI.

                  11.04. Successors and Assigns. This Article XI shall be
binding upon each Guarantor and its successors and assigns and shall inure to
the benefit of the successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee,
the rights and privileges conferred upon that party in this Indenture and in the
Notes shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.

                                      -72-



                  11.05. No Waiver. Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege
under this Article XI shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article XI at law,
in equity, by statute or otherwise.

                  11.06. Modification. No modification, amendment or waiver of
any provision of this Article XI, nor the consent to any departure by any
Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Guarantor in any case shall entitle such Guarantor to
any other or further notice or demand in the same, similar or other
circumstances.

                  11.07. Execution of Supplemental Indenture for Future
Guarantors. Each Subsidiary which is required to become a Guarantor pursuant to
Section 4.11 shall promptly execute and deliver to the Trustee a supplemental
indenture in the form of Exhibit B hereto pursuant to which such Subsidiary
shall become a Guarantor under this Article XI and shall guarantee the
Guaranteed Obligations. Concurrently with the execution and delivery of such
supplemental indenture, the Company shall deliver to the Trustee an Opinion of
Counsel, which may be rendered by internal counsel to the Company, and an
Officer's Certificate to the effect that such supplemental indenture has been
duly authorized, executed and delivered by such Subsidiary and that, subject to
the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or
transfer and other similar laws relating to creditors' rights generally and to
the principles of equity, whether considered in a proceeding at law or in
equity, the Guarantee of such Guarantor is a legal, valid and binding obligation
of such Guarantor, enforceable against such Guarantor in accordance with its
terms and as to such other matters as the Trustee may reasonably request.

                  11.08. Non-Impairment. The failure to endorse a Guarantee on
any Note shall not affect or impair the validity thereof.

                                   ARTICLE XII

                                  MISCELLANEOUS

                  12.01. Trust Indenture Act Controls. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or with another provision (an "incorporated provision") included in
this Indenture by operation of, TIA Sections 310 to 318, inclusive, such imposed
duties or incorporated provision shall control.

                  12.02. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:

                                      -73-


            if to the Company:

            Cricket Communications, Inc.
            10307 Pacific Center Court
            San Diego, CA 92121
            Attention:General Counsel

            with a copy to:

            Latham & Watkins LLP
            12636 High Bluff Drive, Suite 300
            San Diego, CA 92130
            Facsimile: (858) 523-5450
            Attention: Barry M. Clarkson

            if to the Trustee:

            Wells Fargo Bank, National Association
            Corporate Trust Services
            Sixth St. and Marquette Ave.
            MAC N9303-120
            Minneapolis, MN 55479
            Attention: Cricket Communications Administrator
            Facsimile: (612) 667-9825

            The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

            Any notice or communication mailed to a Holder shall be mailed,
first class mail, to the Holder at the Holder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

            Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

            12.03. Communication by Holders with Other Holders. Holders may
communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Notes. The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA Section 312(c).

            12.04. Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take or refrain from
taking any action under this Indenture (other than a request to authenticate the
Original Notes in accordance with this Indenture), the Company shall furnish to
the Trustee:

                                      -74-


            (a) an Officer's Certificate in form reasonably satisfactory to the
Trustee (which must include the statements set forth in Section 12.05) stating
that, in the opinion of the signer, all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with;
and

            (b) an Opinion of Counsel, which may be rendered by internal counsel
to the Company, in form reasonably satisfactory to the Trustee stating that, in
the opinion of such counsel, all such conditions precedent have been complied
with.

            12.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture (other than pursuant to Section 4.09) shall
include:

            (a) a statement that the individual making such certificate or
opinion has read such covenant or condition;

            (b) brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

            (c) a statement that, in the opinion of such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

            (d) a statement as to whether or not, in the opinion of such
individual, such covenant or condition has been complied with.

In giving such Opinion of Counsel, counsel may rely as to factual matters on an
Officer's Certificate or on certificates of public officials.

            12.06. Rules by Trustee, Paying Agent and Registrar. The Trustee may
make reasonable rules for action by or a meeting of Holders. The Registrar and
the Paying Agent may make reasonable rules for their functions.

            12.07. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or
other day on which banking institutions are not required by law or regulation to
be open in the State of New York or the state where the principal office of the
Trustee is located. If a payment date is a Legal Holiday, payment shall be made
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period. If a regular record date is a Legal Holiday,
the record date shall not be affected.

            12.08. GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            12.09. No Recourse Against Others. No past, present or future
director, officer, employee, stockholder, incorporator or member, as such, of
the Company or any of the Guarantors, shall have any liability for any
obligations of the Company or any of the Guarantors

                                      -75-


under the Notes, this Indenture, the Guarantees, or the Security Documents or
for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Holder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Notes. The waiver may not be effective to waive liabilities under
the federal securities laws.

            12.10. Successors. All agreements of the Company and each Guarantor
in this Indenture and the Notes shall bind its successors, except as otherwise
provided in Section 11.03 hereof with respect to the Guarantors. All agreements
of the Trustee in this Indenture shall bind its successors.

            12.11. Counterpart Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

            12.12. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

                                      -76-


            IN WITNESS WHEREOF, the parties have caused this Indenture to be
duly executed as of the date first written above.

                           CRICKET COMMUNICATIONS, INC.

                           By: /s/ S. Douglas Hutcheson
                              -----------------------------------------
                           Name: S. Douglas Hutcheson
                           Title: Executive Vice President and Chief
                                  Financial Officer

                           LEAP WIRELESS INTERNATIONAL, INC.

                           By: /s/ S. Douglas Hutcheson
                              ----------------------------------------
                           Name: S. Douglas Hutcheson
                           Title: Executive Vice President and Chief
                                  Financial Officer

                           WELLS FARGO BANK,
                           NATIONAL ASSOCIATION,
                           as Trustee

                           By: /s/ Jane Y. Schweiger
                              -----------------------------------------
                           Name: Jane Y. Schweiger
                           Title: Vice President

                          [Signature Page to Indenture]

                                      -77-


                        BACKWIRE.COM, INC.
                        CHASETEL LICENSEE CORPORATION
                        CRICKET LICENSEE (ALBANY), INC.
                        CRICKET LICENSEE (COLUMBUS), INC.
                        CRICKET LICENSEE (DENVER), INC.
                        CRICKET LICENSEE (LAKELAND), INC.
                        CRICKET LICENSEE (MACON), INC.
                        CRICKET LICENSEE (NORTH CAROLINA), INC.
                        CRICKET LICENSEE (PITTSBURGH), INC.
                        CRICKET LICENSEE (REAUCTION), INC.
                        CRICKET LICENSEE I, INC.
                        CRICKET LICENSEE II, INC.
                        CRICKET LICENSEE III, INC.
                        CRICKET LICENSEE IV, 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 XII, INC.
                        CRICKET LICENSEE XIII, INC.
                        CRICKET LICENSEE XIV, INC.
                        CRICKET LICENSEE XV, INC.
                        CRICKET LICENSEE XVI, INC.
                        CRICKET LICENSEE XVII, INC.
                        CRICKET LICENSEE XVIII, INC.
                        CRICKET LICENSEE XIX, INC.
                        CRICKET LICENSEE XX, INC.
                        CRICKET HOLDINGS DAYTON, INC.
                        MCG PCS LICENSEE CORPORATION, INC.
                        CHASETEL REAL ESTATE HOLDING COMPANY, INC.
                        CRICKET ALABAMA PROPERTY COMPANY
                        CRICKET ARIZONA PROPERTY COMPANY
                        CRICKET ARKANSAS PROPERTY COMPANY
                        CRICKET CALIFORNIA PROPERTY COMPANY
                        CRICKET COLORADO PROPERTY COMPANY
                        CRICKET FLORIDA PROPERTY COMPANY
                        CRICKET GEORGIA PROPERTY COMPANY, INC.
                        CRICKET IDAHO PROPERTY COMPANY
                        CRICKET ILLINOIS PROPERTY COMPANY
                        CRICKET INDIANA PROPERTY COMPANY
                        CRICKET KANSAS PROPERTY COMPANY
                        CRICKET KENTUCKY PROPERTY COMPANY
                        CRICKET MICHIGAN PROPERTY COMPANY

                                      -78-


                        CRICKET MINNESOTA PROPERTY COMPANY
                        CRICKET MISSISSIPPI PROPERTY COMPANY
                        CRICKET NEBRASKA PROPERTY COMPANY
                        CRICKET NEVADA PROPERTY COMPANY
                        CRICKET NEW MEXICO PROPERTY COMPANY
                        CRICKET NEW YORK PROPERTY COMPANY, INC.
                        CRICKET NORTH CAROLINA PROPERTY COMPANY
                        CRICKET OHIO PROPERTY COMPANY
                        CRICKET OKLAHOMA PROPERTY COMPANY
                        CRICKET OREGON PROPERTY COMPANY
                        CRICKET PENNSYLVANIA PROPERTY COMPANY
                        CRICKET TEXAS PROPERTY COMPANY
                        CRICKET UTAH PROPERTY COMPANY
                        CRICKET WASHINGTON PROPERTY COMPANY
                        CRICKET WISCONSIN PROPERTY COMPANY
                        LEAP PCS MEXICO, INC.

                        By:   /s/ S. Douglas Hutcheson
                           -----------------------------------------
                        Name: S. Douglas Hutcheson
                        Title: Executive Vice President and Chief
                               Financial Officer

                        TELEPHONE ENTERTAINMENT NETWORK, INC.

                        By:   /s/ S. Douglas Hutcheson
                           -----------------------------------------
                        Name: S. Douglas Hutcheson
                        Title: Senior Vice President

                         [Signature Page to Indenture]

                                      -79-


                                                                       EXHIBIT A

THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1272, 1273 AND
1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. YOU MAY CONTACT THE CHIEF
FINANCIAL OFFICER OF THE COMPANY AT 10307 PACIFIC CENTER COURT, SAN DIEGO,
CALIFORNIA 92121, (858) 882-6000, WHO WILL PROVIDE YOU WITH ANY REQUIRED
INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT.

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

                                      A-1


No. 1        $350,000,000

                  13% Senior Secured Pay-in-Kind Note due 2011

                                                           CUSIP No. 226566 AA 5

      Cricket Communications, Inc., a Delaware corporation, promises to pay to
Cede & Co., or registered assigns, the principal sum listed on the Schedule of
Increases or Decreases in Global Note attached hereto on August 16, 2011.

      Interest Payment Dates: February 16 and August 16.

      Record Dates: February 2 and August 2.

      Additional provisions of this Note are set forth on the other side of
this Note.

      IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

                           CRICKET COMMUNICATIONS, INC.

                           By: ________________________________________________
                           Name: S. Douglas Hutcheson
                           Title: Executive Vice President and Chief
                                  Financial Officer

Dated: August 16, 2004

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

WELLS FARGO BANK,
NATIONAL ASSOCIATION,

      as Trustee, certifies that this is one of
      the Notes referred to in the Indenture.

      By: ________________________________________________
          Authorized Signatory

                                      A-2


                  13% SENIOR SECURED PAY-IN-KIND NOTE DUE 2011

      1. INTEREST

      Cricket Communications, Inc., a Delaware corporation (such entity and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Note at the rate per annum shown above. The Company shall pay interest
semiannually on February 16 and August 16 of each year, commencing on February
16, 2005. Interest on the Notes shall accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid or
duly provided for, from August 16, 2004 until the principal hereof is due.
Interest shall be computed on the basis of a 360-day year comprised of twelve
30-day months.

      2. METHOD OF PAYMENT

      The Company shall pay interest on the Notes (except defaulted interest) to
the Persons who are registered Holders of Notes at the close of business on
February 2 or August 2 next preceding the interest payment date even if Notes
are canceled after the record date and on or before the interest payment date.
Holders must surrender Notes to a Paying Agent to collect principal payments.
The Company shall pay principal, premium and interest, in money of the United
States of America that at the time of payment is legal tender for payment of
public and private debts; provided, however, that interest of up to 12% per
annum may, at the Company's election, be paid, on each of the first four
regularly scheduled Interest Payment Dates only, by issuing additional Notes
("PIK Notes") as set forth in the Indenture described below. Payments payable in
cash in respect of the Notes represented by a Global Note (including principal,
premium and interest) shall be made by wire transfer of immediately available
funds to the accounts specified by The Depository Trust Company. The Company
will make all payments payable in cash in respect of a certificated Note
(including principal, premium and interest) by mailing a check to the registered
address of each Holder thereof; provided, however, that payments payable in cash
on the Notes may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

      3. PAYING AGENT AND REGISTRAR

      Initially, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association (the "Trustee"), will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without
notice. The Company or any of its domestically incorporated Wholly Owned
Restricted Subsidiaries may act as Paying Agent, Registrar or co-registrar.

                                      A-3


      4. INDENTURE

      The Company issued the Notes under an Indenture dated as of August 16,
2004 (the "Indenture"), among the Company, Leap Wireless International, Inc., a
Delaware corporation, as guarantor (the "Parent"), the subsidiaries of the
Company and the Parent listed on the signature page to the Indenture, as
guarantors (collectively with the Parent, the "Guarantors") and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA").
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all terms and provisions of
the Indenture, and Holders are referred to the Indenture and the TIA for a
statement of such terms and provisions.

      The Notes are senior secured obligations of the Company. The Notes include
the Original Notes and any PIK Notes issued pursuant to the Indenture. The
Original Notes and the PIK Notes are treated as a single class of securities
under the Indenture. The Indenture imposes certain limitations on the ability of
the Company and its Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the
payment of certain dividends and distributions by such Restricted Subsidiaries,
suffer or grant Liens, enter into or permit certain transactions with Affiliates
and make asset dispositions. The Indenture also imposes limitations on the
ability of the Company and each Guarantor to consolidate or merge with or into
any other Person or convey, transfer or lease all or substantially all of the
property of the Company.

      To guarantee the due and punctual payment of the principal, premium and
interest, if any, on the Notes and all other amounts payable by the Company
under the Indenture and the Notes when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of the
Notes and the Indenture, the Guarantors have, jointly and severally,
unconditionally guaranteed the Guaranteed Obligations on a senior secured basis
pursuant to the terms of the Indenture.

      The Notes, the Guarantees and all other Obligations of the Company and the
Guarantors are secured on a first-priority basis (subject to Permitted Liens) by
the Liens created by the Security Documents pursuant to, and subject to the
terms of, the Indenture.

      5. OPTIONAL REDEMPTION

      The Notes shall be redeemable at the option of the Company, in whole or in
part, on one or more occasions, on not less than 15 days nor more than 60 days
prior notice, at the following redemption prices (expressed as percentages of
principal amount at maturity), plus accrued and unpaid interest to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period commencing on August 16 of the years set
forth below:

                                      A-4




         YEAR                           REDEMPTION PRICE
         ----                           ----------------
                                     

         2004                               106.50%

         2005                               104.88%

         2006                               103.25%

         2007                               101.63%

2008 and thereafter                         100.00%


      6. SINKING FUND

      The Notes are not subject to any sinking fund.

      7. NOTICE OF REDEMPTION

      Notice of redemption will be mailed by first-class mail at least 15 days
but not more than 60 days before the redemption date to each Holder of Notes to
be redeemed at his or her registered address. Notes in denominations larger than
$100 may be redeemed in part but only in whole multiples of $100. If money
sufficient to pay the redemption price of and accrued and unpaid interest on all
Notes (or portions thereof) to be redeemed on the redemption date is deposited
with the Paying Agent on or before the redemption date and certain other
conditions are satisfied, on and after such date interest ceases to accrue on
such Notes (or such portions thereof) called for redemption.

      8. REPURCHASE OF NOTES AT THE OPTION OF HOLDERS UPON CHANGE OF CONTROL OR
CERTAIN ASSET SALES

      Upon a Change of Control, any Holder of Notes will have the right, subject
to certain conditions specified in the Indenture, to cause the Company to
repurchase all or any part of the Notes of such Holder at a purchase price equal
to 101% of the principal amount of the Notes to be repurchased plus accrued and
unpaid interest to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date that is on or prior to the date of purchase) as provided
in, and subject to the terms of, the Indenture.

      In accordance with Section 4.06 of the Indenture, the Company will be
required to offer to purchase Notes upon the occurrence of certain events
following Asset Sales.

      9. DENOMINATIONS; TRANSFER; EXCHANGE

      The Notes are in registered form without coupons. The Original Notes are
in denominations of $100 and whole multiples of $100, and the PIK Notes are in
denominations of $100 and whole multiples of $100. A Holder may transfer or
exchange Notes in accordance with the Indenture. Upon any transfer or exchange,
the Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to

                                      A-5


pay any taxes required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange any Notes selected for redemption
(except, in the case of a Note to be redeemed in part, the portion of the Note
not to be redeemed) or to transfer or exchange any Notes for a period of 15 days
prior to a selection of Notes to be redeemed or 15 days before an interest
payment date.

      10. PERSONS DEEMED OWNERS

      Except as provided in paragraph 2 hereof, the registered Holder of this
Note may be treated as the owner of it for all purposes.

      11. UNCLAIMED MONEY

      If money for the payment of principal, premium or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
only to the Company and the Guarantors and not to the Trustee for payment.

      12. DISCHARGE AND DEFEASANCE

      Subject to certain conditions, the Company at any time may terminate some
of or all its obligations under the Notes and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal, premium, if any, and interest on the Notes to redemption or
maturity, as the case may be.

      13. AMENDMENT, SUPPLEMENT AND WAIVER

      Subject to certain exceptions set forth in the Indenture, (a) the
Indenture, the Notes, the Guarantees or the Security Documents may be amended
without prior notice to any Holder but with the written consent of the Holders
of at least a majority in aggregate principal amount of the outstanding Notes
and (b) any default may be waived with the written consent of the Holders of at
least a majority in principal amount of the outstanding Notes. Subject to
certain exceptions set forth in the Indenture, without the consent of any
Holder, the Company and the Trustee may amend or supplement the Indenture, the
Notes, the Guarantees or the Security Documents (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to comply with Article V or Article XI
of the Indenture; (iii) to provide for uncertificated Notes in addition to or in
place of certificated Notes; provided, however, that the uncertificated Notes
are issued in registered form for purposes of Section 163(f) of the Code or in a
manner such that the uncertificated Notes are described in Section 163(f)(2)(B)
of the Code; (iv) to add additional Guarantees with respect to the Notes; (v) to
add to the covenants of the Company for the benefit of the Holders or to
surrender any right or power herein conferred upon the Company; (vi) to make any
change that does not adversely affect the rights of any Holder; (vii) to comply
with any requirement of the Commission in connection with qualifying, or
maintaining the qualification of, this Indenture under the TIA; or (vii) if
necessary, in connection with any addition or release of Collateral permitted
under the terms of the Indenture or the Security Documents.

                                      A-6


      14. DEFAULTS AND REMEDIES

      If an Event of Default occurs (other than an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of the Company, the
Parent or a Restricted Subsidiary) and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the outstanding Notes may declare the
principal of, premium, if any, and accrued but unpaid interest on all the Notes
to be due and payable. If an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Company, the Parent or a
Restricted Subsidiary occurs, the principal of and interest on all the Notes
shall become immediately due and payable without any declaration or other act on
the part of the Trustee or any Holders. Under certain circumstances, the Holders
of a majority in principal amount of the outstanding Notes may rescind any such
acceleration with respect to the Notes and its consequences.

      If an Event of Default occurs and is continuing, the Trustee shall be
under no obligation to exercise any of the rights or powers under the Indenture
at the request or direction of any of the Holders unless such Holders have
offered to the Trustee reasonable indemnity or security against any loss,
liability or expense and certain other conditions are complied with. Except to
enforce the right to receive payment of principal, premium (if any) or interest
when due, no Holder may pursue any remedy with respect to the Indenture or the
Notes unless (i) such Holder has previously given the Trustee notice that an
Event of Default is continuing, (ii) Holders of at least 25% in principal amount
of the outstanding Notes have requested the Trustee in writing to pursue the
remedy, (iii) such Holders have offered the Trustee reasonable security or
indemnity against any cost, liability or expense, (iv) the Trustee has not
complied with such request within 60 days after the receipt of the request and
the offer of security or indemnity and (v) the Holders of a majority in
principal amount of the outstanding Notes have not given the Trustee a direction
inconsistent with such request within such 60-day period. Subject to certain
restrictions, the Holders of a majority in principal amount of the outstanding
Notes are given the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. The Trustee, however, may refuse to follow any
direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that would
involve the Trustee in personal liability. Prior to taking any action under the
Indenture, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

      15. TRUSTEE DEALINGS WITH THE COMPANY

      Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

      16. NO RECOURSE AGAINST OTHERS

      No past, present or future director, officer, employee, stockholder,
incorporator or member, as such, of the Company or any of the Guarantors, shall
have any liability for any obligations of the Company or any of the Guarantors
under the Notes, this Indenture, the

                                      A-7


Guarantees or the Security Documents or for any claim based on, in respect of or
by reason of such obligations or their creation. By accepting a Note, each
Holder shall waive and release all such liability. The waiver and release shall
be part of the consideration for the issue of the Notes.

      17. AUTHENTICATION

      This Note shall not be valid until an authorized signatory of the Trustee
(or an authenticating agent) manually signs the certificate of authentication on
the other side of this Note.

      18. ABBREVIATIONS

      Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

      19. GOVERNING LAW

      THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.

      20. CUSIP NUMBERS

      The Company may have caused CUSIP numbers to be printed on the Notes and
directed the Trustee to use such CUSIP numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of any such
numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.

      THE COMPANY WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST AND
WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF
THIS NOTE.

                                      A-8


                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

      (Print or type assignee's name, address and zip code)

      (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.

_________________________________________________________________

Date: ________________ Your Signature: _____________________

_________________________________________________________________
Sign exactly as your name appears on the other side of this Note. Signature must
be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.

                                      A-9


                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The initial principal amount of this Global Note is $350,000,000. The following
increases or decreases in this Global Note have been made:



                         Amount of decrease in        Amount of increase in
                          Principal Amount at          Principal Amount at        Principal Amount         Signature of
                        Maturity of this Global      Maturity of this Global     of Global Note at    Authorized Officer of
Date of Exchange                  Note                        Note                    Maturity         Trustee or Custodian
- ----------------        -----------------------      ------------------------    ------------------   ----------------------
                                                                                          


                                      A-10


                       OPTION OF HOLDER TO ELECT PURCHASE

      IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE COMPANY PURSUANT
TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE
INDENTURE, CHECK THE BOX:

                   ASSET DISPOSITION [ ] CHANGE OF CONTROL [ ]

      IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY THE
COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT
($100 OR AN INTEGRAL MULTIPLE THEREOF):

$

DATE: __________________ YOUR SIGNATURE: __________________
(SIGN EXACTLY AS YOUR NAME APPEARS
ON THE OTHER SIDE OF THE NOTE)

SIGNATURE
GUARANTEE:______________________________________________________________
SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY
MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE.

                                      A-11


                                                                       EXHIBIT B

                         FORM OF SUPPLEMENTAL INDENTURE

      SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of
____________________, among [GUARANTOR] (the "New Guarantor"), a subsidiary of
Leap Wireless International, Inc., a Delaware corporation (the "Parent"),
Cricket Communications, Inc., a Delaware corporation (the "Company"), Parent, as
guarantor, the subsidiaries of the Company and the Parent listed on the
signature page to the Indenture, as guarantors (collectively with Parent, the
"Existing Guarantors") and Wells Fargo Bank, National Association, a national
banking association, as trustee under the indenture referred to below (the
"Trustee").

                              W I T N E S S E T H:

      WHEREAS the Company and the Existing Guarantors have heretofore executed
and delivered to the Trustee an Indenture (the "Indenture") dated as of August
16, 2004, providing for the issuance of 13% Senior Secured Pay-in-Kind Notes due
2011 (the "Notes");

      WHEREAS Section 4.11 of the Indenture provides that under certain
circumstances the Company is required to cause the New Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantor shall unconditionally guarantee all the Company's obligations under
the Notes pursuant to a Guarantee on the terms and conditions set forth herein;
and

      WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the
Company and the Existing Guarantors are authorized to execute and deliver this
Supplemental Indenture;

      NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the Company, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the Notes
as follows:

      1. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and
severally with all the Existing Guarantors, to unconditionally guarantee the
Company's obligations under the Notes on the terms and subject to the conditions
set forth in Article XI of the Indenture and to be bound by all other applicable
provisions of the Indenture and the Notes.

      2. Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.

      3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                       B-1


      4. Trustee Makes No Representation. The Trustee makes no representation as
to the validity or sufficiency of this Supplemental Indenture.

      5. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

      6. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction thereof.

      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.

                    [NEW GUARANTOR],

                    By: ________________________________________________________
                    Name:
                    Title:

                    CRICKET COMMUNICATIONS, INC.

                    By: ________________________________________________________
                    Name:
                    Title:

                    LEAP WIRELESS INTERNATIONAL, INC.

                    By: ________________________________________________________
                    Name:
                    Title:

                    [LIST EXISTING SUBSIDIARIES]

                    By: ________________________________________________________
                    Name:
                    Title:

                                      B-2

EX-4.1.2

                                                                EXHIBIT 4.1.2


            THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY.
          THE COLLATERAL COVERED BY THIS INSTRUMENT INCLUDES FIXTURES.


                               SECURITY AGREEMENT

      SECURITY AGREEMENT dated as of August 16, 2004, among CRICKET
COMMUNICATIONS, INC., a Delaware corporation (the "Issuer"), LEAP WIRELESS
INTERNATIONAL, INC., a Delaware corporation (the "Parent"), each subsidiary of
the Parent listed on Schedule I hereto (each such subsidiary individually a
"Subsidiary" and, collectively, the "Subsidiaries", and together with the
Parent, each individually a "Guarantor" and, collectively, the "Guarantors"; and
the Guarantors and the Issuer are referred to collectively herein as the
"Grantors") and Wells Fargo Bank, National Association, a national banking
association (the "Trustee"), as trustee under the Indenture referred to below
and as collateral agent (in such capacity as collateral agent, the "Collateral
Agent") for the Secured Parties (as defined herein).

                              W I T N E S S E T H:

      WHEREAS, pursuant to the terms, conditions and provisions of the Indenture
dated as of the date hereof (as amended, restated, supplemented or otherwise
modified from time to time, the "Indenture"), among the Issuer, the Guarantors
and the Trustee, the Issuer is initially issuing $350,000,000 aggregate
principal amount of 13% Senior Secured Pay-in-Kind Notes due 2010 and may issue,
from time to time, additional notes in accordance with the provisions of the
Indenture (collectively, the "Notes") which will be guaranteed on a senior
secured basis by each of the Guarantors;

      WHEREAS, each Grantor is executing and delivering this Agreement pursuant
to the terms of the Indenture to evidence the security interests contemplated
thereby; and

      WHEREAS, each Grantor has duly authorized the execution, delivery and
performance of this Agreement.

      NOW, THEREFORE, for and in consideration of the premises, and of the
mutual covenants herein contained, each Grantor and the Collateral Agent, on
behalf of itself and each Secured Party (and each of their respective successors
or assigns), hereby agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

      SECTION 1.01. Definition of Terms Used Herein. Unless the context
otherwise requires, all capitalized terms used but not defined herein shall have
the meanings set forth in the Indenture.

      SECTION 1.02. Definition of Certain Terms Used Herein. As used herein, the
following terms shall have the following meanings:

      "Account Debtor" shall mean any Person who is or who may become obligated
to any Grantor under, with respect to or on account of an Account.

      "Accounts" shall mean all "accounts" (as defined in the Uniform Commercial
Code) of any Grantor and shall include any and all right, title and interest of
any Grantor to payment for goods and services sold or leased, including any such
right evidenced by chattel paper, whether due or to become due, whether or not
it has been earned by performance, and whether now or hereafter acquired or
arising in the future, including accounts receivable from Affiliates of the
Grantors.

      "Accounts Receivable" shall mean all Accounts and all right, title and
interest in any returned goods, together with all rights, titles, securities and
guarantees with respect thereto, including any rights to stoppage in transit,
replevin, reclamation and resales, and all related security interests, liens and
pledges, whether voluntary or involuntary, in each case whether now existing or
owned or hereafter arising or acquired.

      "Collateral" shall mean all (a) Accounts Receivable, (b) Documents, (c)
Equipment, (d) General Intangibles, (e) Inventory, (f) cash, cash accounts and
Deposit Accounts, (g) Investment Property, (h) Wireless Licenses (subject to
Sections 2.01(b) and 7.16 hereof) and (i) Proceeds.

      "Commodity Account" shall mean an account maintained by a Commodity
Intermediary in which a Commodity Contract is carried out for a Commodity
Customer.

      "Commodity Contract" shall mean a commodity futures contract, an option on
a commodity futures contract, a commodity option or any other contract that, in
each case, is (a) traded on or subject to the rules of a board of trade that has
been designated as a contract market for such a contract pursuant to the federal
commodities laws or (b) traded on a foreign commodity board of trade, exchange
or market, and is carried on the books of a Commodity Intermediary for a
Commodity Customer.

      "Commodity Customer" shall mean a Person for whom a Commodity Intermediary
carries a Commodity Contract on its books.

      "Commodity Intermediary" shall mean (a) a Person who is registered as a
futures commission merchant under the federal commodities laws or (b) a Person
who in the ordinary course of its business provides clearance or settlement
services for a board of trade that has been designated as a contract market
pursuant to federal commodities laws.

      "Copyright License" shall mean any written agreement, now or hereafter in
effect, granting any right to any third party under any Copyright now or
hereafter owned by any Grantor or which such Grantor otherwise has the right to
license, or granting any right to such Grantor under any Copyright now or
hereafter owned by any third party, and all rights of such Grantor under any
such agreement.

      "Copyrights" shall mean all of the following: (a) all copyright rights in
any work subject to the copyright laws of the United States or any other
country, whether as author, assignee, transferee or otherwise, and (b) all
registrations and applications for registration of any such copyright in the
United States or any other country, including registrations, recordings,
supplemental registrations and pending applications for registration in the
United States Copyright Office, including those listed on Schedule II.



                                      -2-

      "Deposit Account" shall have the meaning specified for the term "deposit
account" in Section 9-102(a)(29) of the UCC.

      "Documents" shall mean all instruments, files, records, ledger sheets and
documents covering or relating to any of the Collateral.

      "Entitlement Holder" shall mean a Person identified in the records of a
Securities Intermediary as the Person having a Security Entitlement against the
Securities Intermediary. If a Person acquires a Security Entitlement by virtue
of Section 8-501(b)(2) or (3) of the Uniform Commercial Code, such Person is the
Entitlement Holder.

      "Equipment" shall mean "equipment" (as defined in the UCC) of any Grantor
and shall include all equipment, furniture and furnishings, and all tangible
personal property similar to any of the foregoing, including tools, parts and
supplies of every kind and description, and all improvements, accessions or
appurtenances thereto, that are now or hereafter owned by any Grantor. The term
Equipment shall include Fixtures.

       "FCC Laws" shall mean the U.S. Communications Act of 1934, as amended,
and any similar or successor federal statute, and the published rules,
regulations and orders of the FCC, all as the same may be in effect from time to
time.

      "Financial Asset" shall mean (a) a Security, (b) an obligation of a Person
or a share, participation or other interest in a Person or in property or an
enterprise of a Person, which is, or is of a type, dealt with in or traded on
financial markets, or which is recognized in any area in which it is issued or
dealt in as a medium for investment or (c) any property that is held by a
Securities Intermediary for another Person in a Securities Account if the
Securities Intermediary has expressly agreed with the other Person that the
property is to be treated as a Financial Asset under Article 8 of the Uniform
Commercial Code. As the context requires, the term Financial Asset shall mean
either the interest itself or the means by which a Person's claim to it is
evidenced, including a certificated or uncertificated Security, a certificate
representing a Security or a Security Entitlement.

      "Fixtures" shall mean all items of Equipment, whether now owned or
hereafter acquired, of any Grantor that become so related to particular real
estate that an interest in them arises under any real estate law applicable
thereto.

      "General Intangibles" shall mean all "general intangibles" (as defined in
the UCC) of any Grantor and shall include choses in action and causes of action
and all other assignable intangible personal property of any Grantor of every
kind and nature (other than Accounts Receivable) now owned or hereafter acquired
by any Grantor, including corporate or other business records, indemnification
claims, contract rights (including rights under leases, whether entered into as
lessor or lessee, Hedging Agreements and other agreements), Intellectual
Property, goodwill, registrations, franchises, tax refund claims and any letter
of credit, guarantee, claim, security interest or other security held by or
granted to any Grantor to secure payment by an Account Debtor of any of the
Accounts Receivable.



                                      -3-

      "Hedging Agreement" shall mean any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

       "Intellectual Property" shall mean all intellectual and similar property
of any Grantor of every kind and nature now owned or hereafter acquired by any
Grantor, including inventions, designs, Patents, Copyrights, Licenses,
Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and
databases and all embodiments or fixations thereof and related documentation,
registrations and franchises, and all additions, improvements and accessions to,
and books and records describing or used in connection with, any of the
foregoing.

      "Inventory" shall mean "inventory" (as defined in the UCC) of any Grantor
and shall include all goods of any Grantor, whether now owned or hereafter
acquired, held for sale or lease, or furnished or to be furnished by any Grantor
under contracts of service, or consumed in any Grantor's business, including raw
materials, intermediates, work in process, packaging materials, finished goods,
semi-finished inventory, scrap inventory, manufacturing supplies and spare
parts, and all such goods that have been returned to or repossessed by or on
behalf of any Grantor.

      "Investment Property" shall mean all Securities (whether certificated or
uncertificated), Security Entitlements, Securities Accounts, Commodity Contracts
and Commodity Accounts of any Grantor, whether now owned or hereafter acquired
by any Grantor.

      "License" shall mean any Patent License, Trademark License, Copyright
License or other license or sublicense (except for Wireless Licenses) to which
any Grantor is a party, including those listed on Schedule III (other than those
license agreements in existence on the date hereof and listed on Schedule III
and those license agreements entered into after the date hereof, which by their
terms prohibit assignment or a grant of a security interest by such Grantor as
licensee thereunder).

      "Obligations" shall mean all obligations of the Issuer and the Guarantors
under the Indenture, the Notes and the other Indenture Documents, including
obligations to the Trustee and the Collateral Agent, whether for payment of
principal of or interest on the Notes and all other monetary obligations of the
Issuer and the Guarantors under the Indenture, the Notes and the other Indenture
Documents, whether for fees, expenses, indemnification or otherwise.

      "Patent License" shall mean any written agreement, now or hereafter in
effect, granting to any third party any right to make, use or sell any invention
on which a Patent, now or hereafter owned by any Grantor or which any Grantor
otherwise has the right to license, is in existence, or granting to any Grantor
any right to make, use or sell any invention on which a Patent, now or hereafter
owned by any third party, is in existence, and all rights of any Grantor under
any such agreement.

      "Patents" shall mean all of the following now owned or hereafter acquired
by any Grantor: (a) all letters patent of the United States or any other
country, all registrations and recordings thereof, and all applications for
letters patent of the United States or any other


                                      -4-

country, including registrations, recordings and pending applications in the
United States Patent and Trademark Office or any similar offices in any other
country, including those listed on Schedule IV, and (b) all reissues,
continuations, divisions, continuations-in-part, renewals or extensions thereof,
and the inventions disclosed or claimed therein, including the right to make,
use and/or sell the inventions disclosed or claimed therein.

      "Perfection Certificate" shall mean a certificate substantially in the
form of Annex 1 hereto, completed and supplemented with the schedules and
attachments contemplated thereby, and duly executed by an Officer of the Issuer.

      "Proceeds" shall mean "proceeds" (as defined in the UCC) of any Grantor
and shall include any consideration received from the sale, exchange, license,
lease or other disposition of any asset or property that constitutes Collateral,
any value received as a consequence of the possession of any Collateral and any
payment received from any insurer or other Person or entity as a result of the
destruction, loss, theft, damage or other involuntary conversion of whatever
nature of any asset or property which constitutes Collateral, and shall include,
(a) any claim of any Grantor against any third party for (and the right to sue
and recover for and the rights to damages or profits due or accrued arising out
of or in connection with) (i) past, present or future infringement of any Patent
now or hereafter owned by any Grantor, or licensed under a Patent License, (ii)
past, present or future infringement or dilution of any Trademark now or
hereafter owned by any Grantor or licensed under a Trademark License or injury
to the goodwill associated with or symbolized by any Trademark now or hereafter
owned by any Grantor, (iii) past, present or future breach of any License and
(iv) past, present or future infringement of any Copyright now or hereafter
owned by any Grantor or licensed under a Copyright License and (b) any and all
other amounts from time to time paid or payable under or in connection with any
of the Collateral.

      "Secured Parties" shall mean the Trustee, the Collateral Agent, each
Holder and the successors and assigns of each of the foregoing.

      "Securities" shall mean any obligations of an issuer or any shares,
participations or other interests in an issuer or in property or an enterprise
of an issuer which (a) are represented by a certificate representing a security
in bearer or registered form, or the transfer of which may be registered upon
books maintained for that purpose by or on behalf of the issuer, (b) are one of
a class or series or by its terms is divisible into a class or series of shares,
participations, interests or obligations and (c)(i) are, or are of a type, dealt
with or traded on securities exchanges or securities markets or (ii) are a
medium for investment and by their terms expressly provide that they are a
security governed by Article 8 of the Uniform Commercial Code.

      "Securities Account" shall mean an account to which a Financial Asset is
or may be credited in accordance with an agreement under which the Person
maintaining the account undertakes to treat the Person for whom the account is
maintained as entitled to exercise rights that comprise the Financial Asset.

      "Security Entitlements" shall mean the rights and property interests of an
Entitlement Holder with respect to a Financial Asset.



                                      -5-

      "Security Interest" shall have the meaning assigned to such term in
Section 2.01.

      "Security Intermediary" shall mean (a) a clearing corporation or (b) a
Person, including a bank or broker, that in the ordinary course of its business
maintains securities accounts for others and is acting in that capacity.

      "Trademark License" shall mean any written agreement, now or hereafter in
effect, granting to any third party any right to use any Trademark now or
hereafter owned by any Grantor or which any Grantor otherwise has the right to
license, or granting to any Grantor any right to use any Trademark now or
hereafter owned by any third party, and all rights of any Grantor under any such
agreement.

      "Trademarks" shall mean all of the following: (a) all trademarks, service
marks, trade names, corporate names, company names, business names, fictitious
business names, trade styles, trade dress, logos, other source or business
identifiers, designs and general intangibles of like nature, now existing or
hereafter adopted or acquired, all registrations and recordings thereof, and all
registration and recording applications filed in connection therewith, including
registrations and registration applications in the United States Patent and
Trademark Office, any State of the United States or any similar offices in any
other country or any political subdivision thereof, and all extensions or
renewals thereof, including those listed on Schedule V, (b) all goodwill
associated therewith or symbolized thereby and (c) all other assets, rights and
interests that uniquely reflect or embody such goodwill.

      "Uniform Commercial Code" or "UCC" means the Uniform Commercial Code as in
effect in the State of New York from time to time.

      "Wireless Licenses" shall mean all licenses, permits, and authorizations
issued by the FCC to any Grantor.

      SECTION 1.03. Rules of Interpretation. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Annexes and Schedules shall be
construed to refer to Articles and Sections of, and Annexes and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.



                                      -6-

                                   ARTICLE II

                                SECURITY INTEREST

      SECTION 2.01. Security Interest.

      (a) As security for the payment or performance, as the case may be, in
full of the Obligations, each Grantor hereby bargains, sells, conveys, assigns,
sets over, mortgages, pledges, hypothecates and transfers to the Collateral
Agent, its successors and assigns, for the ratable benefit of the Secured
Parties, and hereby grants to the Collateral Agent, its successors and assigns,
for the ratable benefit of the Secured Parties, a security interest in all of
such Grantor's right, title and interest in, to and under the Collateral (the
"Security Interest"). Without limiting the foregoing, the Collateral Agent is
hereby authorized to file one or more financing statements (including fixture
filings), continuation statements, filings with the United States Patent and
Trademark Office or United States Copyright Office (or any successor office or
any similar office in any other country) or other documents for the purpose of
perfecting, confirming, continuing, enforcing or protecting the Security
Interest granted by each Grantor, without the signature of any Grantors, and
naming any Grantor or the Grantors as debtors and the Collateral Agent as
secured party, which financing statements may describe the Collateral as "all
assets" or "all personal property."

      (b) Notwithstanding the foregoing provisions of this Section 2.01, the
foregoing grant of a security interest shall not extend to, and the term
"Collateral" shall not include, Wireless Licenses to the extent (but only to the
extent) it is unlawful to grant a security interest therein (but solely to the
extent that any such restriction shall be enforceable under applicable law);
provided, however, that the foregoing grant of a security interest shall extend
to, and the Collateral shall include, each of the following: (i) the right to
receive all proceeds derived or arising from or in connection with the sale,
assignment, transfer or transfer of control over such Wireless Licenses; (B) any
and all proceeds of any Wireless Licenses that are otherwise excluded, and (C)
upon obtaining the consent of the FCC with respect to any such otherwise
excluded Wireless Licenses, such Wireless Licenses as well as any and all
proceeds thereof that might theretofore have been excluded from such grant of a
security interest and from the Collateral.

      SECTION 2.02. No Assumption of Liability. The Security Interest is granted
as security only and shall not subject the Collateral Agent or any other Secured
Party to, or in any way alter or modify, any obligation or liability of any
Grantor with respect to or arising out of the Collateral.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      The Grantors jointly and severally represent and warrant to the Collateral
Agent and the Secured Parties that:



                                      -7-

      SECTION 3.01. Title and Authority. Each Grantor has good and valid rights
in and title to the Collateral with respect to which it has purported to grant a
Security Interest hereunder and has full power and authority to grant to the
Collateral Agent the Security Interest in such Collateral pursuant hereto and to
execute, deliver and perform its obligations in accordance with the terms of
this Agreement, without the consent or approval of any other Person other than
any consent or approval which has been obtained.

      SECTION 3.02. Filings. (a) The Perfection Certificate has been duly
prepared, completed and executed and the information set forth therein is
correct and complete in all material respects as of the date hereof (or, with
regard to any updated Perfection Certificate, as of the date thereof). Fully
executed Uniform Commercial Code financing statements (including fixture
filings, as applicable) or other appropriate filings, recordings or
registrations containing a description of the Collateral have been filed by or
on behalf of each Grantor, with copies provided to the Collateral Agent, or have
been delivered to the Collateral Agent for filing, in each governmental,
municipal or other office specified in Schedule 6 to the Perfection Certificate,
which are all the filings, recordings and registrations (other than filings
required to be made in the United States Patent and Trademark Office and the
United States Copyright Office in order to perfect the Security Interest in
Collateral consisting of United States Patents, Trademarks and Copyrights) that
are necessary to publish notice of and protect the validity of and to establish
a legal, valid and perfected security interest in favor of the Collateral Agent
(for the ratable benefit of the Secured Parties) in respect of all Collateral in
which the Security Interest may be perfected by filing, recording or
registration in the United States (or any political subdivision thereof) and its
territories and possessions, and no further or subsequent filing, refiling,
recording, rerecording, registration or reregistration is necessary in any such
jurisdiction, except as provided under applicable law with respect to the filing
of continuation statements or amendments.

      (b) Each Grantor shall ensure that fully executed security agreements in
the form hereof (or short-form supplements to this Agreement in form and
substance satisfactory to the Collateral Agent) and containing a description of
all Collateral consisting of Intellectual Property shall have been received and
recorded within ten (10) Business Days after the execution of this Agreement
with respect to United States Patents and United States registered Trademarks
(and Trademarks for which United States registration applications are pending)
and within ten (10) Business Days after the execution of this Agreement with
respect to United States registered Copyrights have been delivered to the
Collateral Agent for recording by the United States Patent and Trademark Office
and the United States Copyright Office pursuant to 35 U.S.C. Section 261, 15
U.S.C. Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as
applicable, and otherwise as may be required pursuant to the laws of any other
necessary jurisdiction in the United States (or any political subdivision
thereof) and its territories and possessions, to protect the validity of and to
establish a legal, valid and perfected security interest in favor of the
Collateral Agent (for the ratable benefit of the Secured Parties) in respect of
all Collateral consisting of Patents, Trademarks and Copyrights in which a
security interest may be perfected by filing, recording or registration in the
United States (or any political subdivision thereof) and its territories and
possessions, or in any other necessary jurisdiction, and no further or
subsequent filing, refiling, recording, rerecording, registration or
reregistration is necessary in any such jurisdiction (other than such actions as
are necessary to perfect the Security Interest with respect


                                      -8-

to any Collateral consisting of Patents, Trademarks and Copyrights (or
registration or application for registration thereof) acquired or developed
after the date hereof).

      SECTION 3.03. Validity of Security Interest. The Security Interest
constitutes (a) a legal and valid security interest in all the Collateral
securing the payment and performance of the Obligations, (b) subject to the
filings described in Section 3.02 above, a perfected security interest in all
Collateral in which a security interest may be perfected by filing, recording or
registering a financing statement or analogous document in the United States (or
any political subdivision thereof) and its territories and possessions pursuant
to the UCC or other analogous applicable law in such jurisdictions and (c) a
security interest that shall be perfected in all Collateral in which a security
interest may be perfected upon the receipt and recording of this Agreement with
the United States Patent and Trademark Office and the United States Copyright
Office, as applicable, within the three month period (commencing as of the date
hereof) pursuant to 35 U.S.C. Section 261 or 15 U.S.C. Section 1060 or the one
month period (commencing as of the date hereof) pursuant to 17 U.S.C. Section
205 and otherwise as may be required pursuant to the laws of any other necessary
jurisdiction in the United States (or any political subdivision thereof) and its
territories and possessions. The Security Interest is and shall be prior to any
other Lien on any of the Collateral, other than Permitted Liens.

      SECTION 3.04. Absence of Other Liens. The Collateral is owned by the
Grantors free and clear of any Lien, except for any Permitted Liens. The Grantor
has not filed or consented to the filing of (a) any financing statement or
analogous document under the UCC or any other applicable laws covering any
Collateral, (b) any assignment in which any Grantor assigns any Collateral or
any security agreement or similar instrument covering any Collateral with the
United States Patent and Trademark Office or the United States Copyright Office
or (c) any assignment in which any Grantor assigns any Collateral or any
security agreement or similar instrument covering any Collateral with any
foreign governmental, municipal or other office, which financing statement or
analogous document, assignment, security agreement or similar instrument is
still in effect, except, in each case, for any Permitted Liens.

                                   ARTICLE IV

                                    COVENANTS

      SECTION 4.01. Records. Each Grantor agrees to maintain, at its own cost
and expense, such complete and accurate records with respect to the Collateral
owned by it as is consistent with its current practices, but in any event in
accordance with reasonably prudent and standard practices used in industries
that are the same as or similar to those in which the Grantor is engaged, and,
at such time or times as the Collateral Agent may reasonably request, promptly
to prepare and deliver to the Collateral Agent an updated Perfection
Certificate, noting all material changes, if any, since the date of the most
recent Perfection Certificate.

      SECTION 4.02. Protection of Security. Each Grantor shall, at its own cost
and expense, take any and all actions necessary to defend title to the
Collateral against all Persons and to defend the Security Interest of the
Collateral Agent in the Collateral and the priority thereof against any Lien
other than Permitted Liens.



                                      -9-

      SECTION 4.03. Further Assurances. Each Grantor agrees, at its own expense,
to execute, acknowledge, deliver and cause to be duly filed all such further
instruments and documents and take all such actions as the Collateral Agent may
from time to time request to better assure, preserve, protect and perfect the
Security Interest and the rights and remedies created hereby, including the
payment of any fees and taxes required in connection with the execution and
delivery of this Agreement, the granting of the Security Interest and the filing
of any financing statements (including fixture filings) or other documents in
connection herewith or therewith. If any amount payable under or in connection
with any of the Collateral shall be or become evidenced by any promissory note
or other instrument payable to a Grantor, such note or instrument shall be
immediately pledged and delivered to the Collateral Agent to be held as
Collateral pursuant to this Agreement, duly endorsed in a manner satisfactory to
the Collateral Agent.

      SECTION 4.04. Inspection and Verification. The Collateral Agent and such
Persons as the Collateral Agent may reasonably designate shall have the right to
inspect the Collateral, all records related thereto (and to make extracts and
copies from such records) and the premises upon which any of the Collateral is
located, at reasonable times and intervals during normal business hours upon
reasonable advance notice to the respective Grantor and to verify under
reasonable procedures the validity, amount, quality, quantity, value, condition
and status of the Collateral, subject to a customary confidentiality agreement
between the Grantor and the Collateral Agent.

      SECTION 4.05. Taxes; Encumbrances. At its option, the Collateral Agent may
discharge past due taxes, assessments, charges, fees, Liens, security interests
or other encumbrances at any time levied or placed on the Collateral and not
permitted under the Indenture, and may pay for the maintenance and preservation
of the Collateral, in each case to the extent any Grantor fails to do so as
required by the Indenture or this Agreement, and each Grantor jointly and
severally agrees to reimburse the Collateral Agent on demand for any payment
made or any expense incurred by the Collateral Agent pursuant to the foregoing
authorization; provided, however, that nothing in this Section 4.05 shall be
interpreted as excusing any Grantor from the performance of, or imposing any
obligation on the Collateral Agent or any Secured Party to cure or perform, any
covenants or other promises of any Grantor with respect to taxes, assessments,
charges, fees, liens, security interests or other encumbrances and maintenance
as set forth herein or in the other Indenture Documents.

      SECTION 4.06. Assignment of Security Interest. If at any time any Grantor
shall take a security interest in any property of an Account Debtor or any other
Person to secure payment and performance of an Account, such Grantor shall
promptly assign such security interest to the Collateral Agent to the extent
permitted by any contracts or arrangements to which such property is subject.
Such assignment need not be filed of public record unless necessary to continue
the perfected status of the security interest against creditors of and
transferees from the Account Debtor or other Person granting the security
interest.

      SECTION 4.07. Continuing Obligations of the Grantors. As between each
Grantor, on the one hand, and the Collateral Agent and the Secured Parties, on
the other hand, each Grantor shall remain liable to observe and perform all the
conditions and obligations to be observed and performed by it under each
contract, agreement or instrument relating to the Collateral, all in


                                      -10-

accordance with the terms and conditions thereof, and each Grantor jointly and
severally agrees to indemnify and hold harmless the Collateral Agent and the
Secured Parties from and against any and all liability for such performance.

      SECTION 4.08. Use and Disposition of Collateral. None of the Grantors
shall make or permit to be made an assignment, pledge or hypothecation of the
Collateral or shall grant any other Lien in respect of the Collateral, except as
permitted by the Indenture. None of the Grantors shall make or permit to be made
any transfer of the Collateral and each Grantor shall remain at all times in
possession of the Collateral owned by it, except that (a) Inventory may be
stored, handled and sold in the ordinary course of business and (b) unless and
until the Collateral Agent shall notify the Grantors that an Event of Default
shall have occurred and be continuing and that during the continuance thereof
the Grantors shall not sell, convey, lease, assign, transfer or otherwise
dispose of any Collateral (which notice may be given by telephone if promptly
confirmed in writing), the Grantors may use and dispose of the Collateral in any
lawful manner not inconsistent with the provisions of this Agreement, the
Indenture or any other Indenture Document.

      SECTION 4.09. Insurance. Each Grantor irrevocably makes, constitutes and
appoints the Collateral Agent (and all officers, employees or agents designated
by the Collateral Agent) as such Grantor's true and lawful agent (and
attorney-in-fact) for the purpose, during the continuance of an Event of
Default, of making, settling and adjusting claims in respect of Collateral under
policies of insurance, endorsing the name of such Grantor on any check, draft,
instrument or other item of payment for the proceeds of such policies of
insurance and for making all determinations and decisions with respect thereto.
In the event that any Grantor at any time or times shall fail to obtain or
maintain any of the policies of insurance required under the Indenture or to pay
any premium in whole or part relating thereto, the Collateral Agent may, without
waiving or releasing any obligation or liability of the Grantors hereunder or
any Event of Default, in its sole discretion, obtain and maintain such policies
of insurance and pay such premium and take any other actions with respect
thereto as the Collateral Agent deems advisable. All sums disbursed by the
Collateral Agent in connection with this Section 4.10, including reasonable
attorneys' fees, court costs, expenses and other charges relating thereto, shall
be payable, upon demand, by the Grantors to the Collateral Agent and shall be
additional Obligations secured hereby.

      SECTION 4.10. Legend. If any Accounts Receivable of any Grantor are
evidenced by chattel paper, such Grantor shall legend, in form and manner
satisfactory to the Collateral Agent, such Accounts Receivable and its books,
records and documents evidencing or pertaining thereto with an appropriate
reference to the fact that such Accounts Receivable have been assigned to the
Collateral Agent for the benefit of the Secured Parties and that the Collateral
Agent has a security interest therein.

      SECTION 4.11. Covenants Regarding Patent, Trademark and Copyright
Collateral.

      (a) In no event shall any Grantor, either itself or through any agent,
employee, licensee or designee, file an application for any Patent, Trademark or
Copyright (or for the registration of any Trademark or Copyright) with the
United States Patent and Trademark Office, United States Copyright Office or any
office or agency in any political subdivision of the United States or in


                                      -11-

any other country or any political subdivision thereof, unless it promptly
informs the Collateral Agent, and, upon request of the Collateral Agent,
executes and delivers any and all agreements, instruments, documents and papers
as the Collateral Agent may request to evidence and perfect the Collateral
Agent's security interest in such Patent, Trademark or Copyright, and each
Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute
and file such writings for the foregoing purposes, all acts of such attorney
being hereby ratified and confirmed; such power, being coupled with an interest,
is irrevocable.

      (b) Upon and during the continuance of an Event of Default, each Grantor
shall use its commercially reasonable efforts to obtain all requisite consents
or approvals from the licensor of each Copyright License, Patent License or
Trademark License to effect the assignment of all of such Grantor's right, title
and interest thereunder to the Collateral Agent or its designee for the benefit
of the Secured Parties.

      SECTION 4.12. Covenants Regarding Wireless Licenses. Upon and during the
continuance of an Event of Default:

      (a) Each Grantor shall maintain and keep, or cause to be maintained and
kept, in full force and effect, and shall apply in a timely manner for renewal
of, all Wireless Licenses material to the conduct of Company's business; and

      (b) Each Grantor shall notify the Collateral Agent immediately if it knows
or has reason to know of any fact or circumstance that could reasonably be
expected to result in the revocation, suspension, termination, non-renewal, or
materially adverse modification of any Wireless License that is material to the
conduct of the Company's business.

      SECTION 4.13. Location of Inventory and Equipment. Upon and during the
continuance of an Event of Default, each Grantor shall promptly provide the
Collateral Agent a list, and shall update such list promptly upon request by the
Collateral Agent, of (a) all the locations where such Grantor maintains any
Inventory, Equipment and other Collateral not identified in the Perfection
Certificate, including on such list the Inventory, Equipment or other Collateral
at each such location, and (b) the names and addresses of all Persons other than
such Grantor that have possession of any of the Collateral of such Grantor,
including on such list the Collateral in the possession of each such Person.

      SECTION 4.14. Control Agreements for Deposit Accounts. Unless such Deposit
Account is subject to a Permitted Lien, neither the Company nor any Guarantor
will maintain any Deposit Account with funds deposited in such account in excess
of $25,000, unless such Deposit Account (a) is maintained at a bank or trust
company in the United States, and (b) is subject to a control agreement, in form
and substance satisfactory to the Collateral Agent, among the Company or
Guarantor, the Collateral Agent and the depository bank at which such Deposit
Account is maintained, pursuant to which, (i) the Collateral Agent's Security
Interest in and to such Deposit Account shall be perfected, and (ii) the
depository bank subordinates its security interest in such Deposit Account to
that of the Collateral Agent, as contemplated by Section 9-339 of the UCC.



                                      -12-

      SECTION 4.15. Covenants Concerning Grantors' Legal Status. Each Grantor
covenants with the Collateral Agent as follows: (a) without providing at least
15 days prior written notice to the Collateral Agent, each Grantor will not
change its name, its place of business or, if more than one, chief executive
office, or its mailing address or organizational identification number if it has
one, (b) if any Grantor does not have an organizational identification number
and later obtains one, such Grantor will forthwith notify the Collateral Agent
of such organizational identification number, and (c) without providing at least
15 days prior written notice to the Collateral Agent, each Grantor will not
change its type of organization, jurisdiction of organization or other legal
structure.

                                    ARTICLE V

                                POWER OF ATTORNEY

      Each Grantor irrevocably makes, constitutes and appoints the Collateral
Agent (and all officers, employees or agents designated by the Collateral Agent)
as such Grantor's true and lawful agent and attorney-in-fact, and in such
capacity the Collateral Agent shall have the right, with power of substitution
for each Grantor and in each Grantor's name or otherwise, for the use and
benefit of the Collateral Agent and the Secured Parties, upon the occurrence and
during the continuance of an Event of Default (a) to receive, endorse, assign
and/or deliver any and all notes, acceptances, checks, drafts, money orders or
other evidences of payment relating to the Collateral or any part thereof; (b)
to demand, collect, receive payment of, give receipt for and give discharges and
releases of all or any of the Collateral; (c) to sign the name of any Grantor on
any invoice or bill of lading relating to any of the Collateral; (d) to send
verifications of Accounts Receivable to any Account Debtor; (e) to commence and
prosecute any and all suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect or otherwise realize on all or any of
the Collateral or to enforce any rights in respect of any Collateral; (f) to
settle, compromise, compound, adjust or defend any actions, suits or proceedings
relating to all or any of the Collateral; (g) to notify, or to require any
Grantor to notify, Account Debtors to make payment directly to the Collateral
Agent; (h) to use, sell, assign, transfer, pledge, make any agreement with
respect to or otherwise deal with all or any of the Collateral; and (i) to
prepare and file applications seeking the FCC's consent to transfer control of,
or assign, Wireless Licenses, and to do all other acts and things necessary to
carry out the purposes of this Agreement, as fully and completely as though the
Collateral Agent were the absolute owner of the Collateral for all purposes;
provided, however, that nothing herein contained shall be construed as requiring
or obligating the Collateral Agent or any Secured Party to make any commitment
or to make any inquiry as to the nature or sufficiency of any payment received
by the Collateral Agent or any Secured Party, or to present or file any claim or
notice, or to take any action with respect to the Collateral or any part thereof
or the moneys due or to become due in respect thereof or any property covered
thereby, and no action taken or omitted to be taken by the Collateral Agent or
any Secured Party with respect to the Collateral or any part thereof shall give
rise to any defense, counterclaim or offset in favor of any Grantor or to any
claim or action against the Collateral Agent or any Secured Party. It is
understood and agreed that the appointment of the Collateral Agent as the agent
and attorney-in-fact of the Grantors for the purposes set forth above is coupled
with an interest and is irrevocable. The provisions of this Section shall in no
event relieve any Grantor of any of its obligations hereunder or under any


                                      -13-

other Indenture Document with respect to the Collateral or any part thereof or
impose any obligation on the Collateral Agent or any Secured Party to proceed in
any particular manner with respect to the Collateral or any part thereof, or in
any way limit the exercise by the Collateral Agent or any Secured Party of any
other or further right which it may have on the date of this Agreement or
hereafter, whether hereunder, under any other Indenture Document, by law or
otherwise.

                                   ARTICLE VI

                                    REMEDIES

      SECTION 6.01. Remedies upon Default. Upon the occurrence and during the
continuance of an Event of Default, each Grantor agrees to deliver each item of
Collateral to the Collateral Agent on demand, and it is agreed that the
Collateral Agent shall have the right, subject to the requirements for prior FCC
approval specified in Section 7.16, to take any of or all the following actions
at the same or different times: (a) with respect to any Collateral consisting of
Intellectual Property, on demand, to cause the Security Interest to become an
assignment, transfer and conveyance of any of or all such Collateral by the
applicable Grantors to the Collateral Agent (except to the extent assignment,
transfer or conveyance thereof would result in a loss of said Intellectual
Property), or to license or sublicense, whether general, special or otherwise,
and whether on an exclusive or non-exclusive basis, any such Collateral
throughout the world on such terms and conditions and in such manner as the
Collateral Agent shall determine (other than in violation of any then-existing
licensing arrangements to the extent that waivers cannot be obtained), and (b)
with or without legal process and with or without prior notice or demand for
performance, to take possession of the Collateral and without liability for
trespass to enter any premises where the Collateral may be located for the
purpose of taking possession of or removing the Collateral and, generally, to
exercise any and all rights afforded to a secured party under the UCC or other
applicable law. Without limiting the generality of the foregoing, each Grantor
agrees that the Collateral Agent shall have the right, subject to the mandatory
requirements of applicable law, to sell or otherwise dispose of all or any part
of the Collateral, at public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to Persons who will represent and agree that
they are purchasing the Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely, free from
any claim or right on the part of any Grantor, and each Grantor hereby waives
(to the extent permitted by law) all rights of redemption, stay and appraisal
which such Grantor now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted.

      The Collateral Agent shall give the Grantors 10 days' written notice
(which each Grantor agrees is reasonable notice within the meaning of Section
9-611 of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions) of the Collateral Agent's intention to
make any sale of Collateral. Such notice, in the case of a public


                                      -14-

sale, shall state the time and place for such sale and, in the case of a sale at
a broker's board or on a securities exchange, shall state the board or exchange
at which such sale is to be made and the day on which the Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places as the Collateral Agent may fix and state in the
notice (if any) of such sale. At any such sale, the Collateral, or portion
thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may (in its sole and absolute discretion)
determine. The Collateral Agent shall not be obligated to make any sale of any
Collateral if it shall determine not to do so, regardless of the fact that
notice of sale of such Collateral shall have been given. The Collateral Agent
may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and place
fixed for sale, and such sale may, without further notice, be made at the time
and place to which the same was so adjourned. In case any sale of all or any
part of the Collateral is made on credit or for future delivery, the Collateral
so sold may be retained by the Collateral Agent until the sale price is paid by
the purchaser or purchasers thereof, but the Collateral Agent shall not incur
any liability in case any such purchaser or purchasers shall fail to take up and
pay for the Collateral so sold and, in case of any such failure, such Collateral
may be sold again upon like notice. At any public (or, to the extent permitted
by law, private) sale made pursuant to this Section, any Secured Party may bid
for or purchase, free (to the extent permitted by law) from any right of
redemption, stay, valuation or appraisal on the part of any Grantor (all said
rights being also hereby waived and released to the extent permitted by law),
the Collateral or any part thereof offered for sale and may make payment on
account thereof by using any Obligation then due and payable to such Secured
Party from any Grantor as a credit against the purchase price, and such Secured
Party may, upon compliance with the terms of sale, hold, retain and dispose of
such property without further accountability to any Grantor therefor. For
purposes hereof a written agreement to purchase the Collateral or any portion
thereof shall be treated as a sale thereof; the Collateral Agent shall be free
to carry out such sale pursuant to such agreement and no Grantor shall be
entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Collateral Agent shall have entered into
such an agreement all Events of Default shall have been remedied and the
Obligations paid in full. As an alternative to exercising the power of sale
herein conferred upon it, the Collateral Agent may proceed by a suit or suits at
law or in equity to foreclose upon and to sell the Collateral or any portion
thereof pursuant to a judgment or decree of a court or courts having competent
jurisdiction or pursuant to a proceeding by a court-appointed receiver.

      SECTION 6.02. Application of Proceeds. The Collateral Agent shall apply
the proceeds of any collection or sale of the Collateral, as well as any
Collateral consisting of cash, as follows:

            FIRST, to the payment of all costs and expenses incurred by Trustee
      or the Collateral Agent (in its capacity as such hereunder or under any
      other Indenture Document) in connection with such collection or sale or
      otherwise in connection with this Agreement or any of the Obligations,
      including all court costs and the reasonable fees and expenses of its
      agents and legal counsel, the repayment of all advances made by the
      Trustee or the Collateral Agent hereunder or under any other Indenture
      Document on behalf of any Grantor and any other costs or expenses incurred
      in connection with the exercise of any right or remedy hereunder or under
      any other Indenture Document and


                                      -15-

      any other amounts due to the Trustee or the Collateral Agent under Section
      7.07 of the Indenture;

            SECOND, to the payment in full of the Obligations owed to the
      Holders (the amounts so applied to be distributed among the Holders pro
      rata in accordance with the amounts of the Obligations owed to such
      Holders on the date of any such distribution); and

            THIRD, to the Grantors, their successors or assigns, or as a court
      of competent jurisdiction may otherwise direct.

      The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. The Collateral Agent may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.02. At least 15 days before such
record date, the Collateral Agent shall mail to each Holder and the Issuer a
notice that states the record date, the payment and amount to be paid. Upon any
sale of the Collateral by the Collateral Agent (including pursuant to a power of
sale granted by statute or under a judicial proceeding), the receipt of the
Collateral Agent or of the officer making the sale shall be a sufficient
discharge to the purchaser or purchasers of the Collateral so sold and such
purchaser or purchasers shall not be obligated to see to the application of any
part of the purchase money paid over to the Collateral Agent or such officer or
be answerable in any way for the misapplication thereof.

      SECTION 6.03. Grant of License to Use Intellectual Property. For the
purpose of enabling the Collateral Agent to exercise rights and remedies under
this Article at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the Collateral
Agent an irrevocable, non-exclusive license (exercisable without payment of
royalty or other compensation to the Grantors) to use, license or sub-license
any of the Collateral consisting of Intellectual Property now owned or hereafter
acquired by such Grantor, and wherever the same may be located, and including in
such license reasonable access to all media in which any of the licensed items
may be recorded or stored and to all computer software and programs used for the
compilation or printout thereof. The use of such license by the Collateral Agent
may be exercised, at the option of the Collateral Agent, only upon the
occurrence and during the continuation of an Event of Default; provided that any
license, sub-license or other transaction entered into by the Collateral Agent
in accordance herewith shall be binding upon the Grantors notwithstanding any
subsequent cure of an Event of Default.

                                  ARTICLE VII

                                  MISCELLANEOUS

      SECTION 7.01. Notices. All communications and notices hereunder shall
(except as otherwise expressly permitted herein) be in writing and given as
provided in Section 12.02 of the Indenture. All communications and notices
hereunder to any Guarantor shall be given to it at its address or telecopy
number set forth on Schedule I, with a copy to the Issuer.



                                      -16-

      SECTION 7.02. Security Interest Absolute. All rights of the Collateral
Agent hereunder, the Security Interest and all obligations of the Grantors
hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Indenture, any other Indenture Document, any
agreement with respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Obligations,
or any other amendment or waiver of or any consent to any departure from the
Indenture, any other Indenture Document or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other collateral, or
any release or amendment or waiver of or consent under or departure from any
guarantee, securing or guaranteeing all or any of the Obligations, or (d) any
other circumstance that might otherwise constitute a defense available to, or a
discharge of, any Grantor in respect of the Obligations or this Agreement.

      SECTION 7.03. Survival of Agreement. All covenants, agreements,
representations and warranties made by any Grantor herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Secured Parties and shall survive the issuance of the Notes and any resale of
the Notes by any Holder, regardless of any investigation made by such Holder or
on its behalf, and shall continue in full force and effect until this Agreement
shall terminate.

      SECTION 7.04. Binding Effect; Several Agreement. This Agreement shall
become effective as to any Grantor when a counterpart hereof executed on behalf
of such Grantor shall have been delivered to the Collateral Agent and a
counterpart hereof shall have been executed on behalf of the Collateral Agent,
and thereafter shall be binding upon such Grantor and the Collateral Agent and
their respective successors and assigns, and shall inure to the benefit of such
Grantor, the Collateral Agent and the other Secured Parties and their respective
successors and assigns, except that no Grantor shall have the right to assign or
transfer its rights or obligations hereunder or any interest herein (and any
such assignment or transfer shall be void) except as expressly permitted by this
Agreement or the other Indenture Documents. This Agreement shall be construed as
a separate agreement with respect to each Grantor and may be amended, modified,
supplemented, waived or released with respect to any Grantor without the
approval of any other Grantor and without affecting the obligations of any other
Grantor hereunder.

      SECTION 7.05. Successors and Assigns. Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of any Grantor or the Collateral Agent that are contained in
this Agreement shall bind and inure to the benefit of their respective
successors and assigns.

      SECTION 7.06. Collateral Agent's Fees and Expenses; Indemnification.

      (a) Each Grantor jointly and severally agrees to pay upon demand to the
Collateral Agent the amount of any and all reasonable expenses, including the
reasonable fees, disbursements and other charges of its counsel and of any
experts or agents, which the Collateral Agent may incur in connection with (i)
the administration of this Agreement, (ii) the custody or preservation of, or
the sale of, collection from or other realization upon any of the Collateral,
(iii)


                                      -17-

the exercise, enforcement or protection of any of the rights of the Collateral
Agent hereunder or (iv) the failure of any Grantor to perform or observe any of
the provisions hereof applicable to it.

      (b) Without limitation of its indemnification obligations under the other
Indenture Documents, each Grantor jointly and severally agrees to indemnify the
Collateral Agent, the Trustee, the Holders and each Affiliate of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
of them harmless from, any and all losses, claims, damages, liabilities and
related expenses, including reasonable fees, disbursements and other charges of
counsel (provided, that the Grantors shall not be obligated to pay for more than
one primary counsel and one local counsel for the Indemnitees collectively
unless there is, under applicable standards of professional conduct, a conflict
on any significant issue between the positions of any two or more Indemnitees),
incurred by or asserted against any of them arising out of, in any way connected
with, or as a result of, the execution, delivery or performance of this
Agreement or any claim, litigation, investigation or proceeding relating hereto
or to the Collateral, whether or not any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.

      (c) Any such amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 7.06 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Indenture Document,
the consummation of the transactions contemplated hereby, the repayment of any
of the Notes, the invalidity or unenforceability of any term or provision of
this Agreement or any other Indenture Document, or any investigation made by or
on behalf of the Collateral Agent or any Holder. All amounts due under this
Section 7.06 shall be payable on written demand therefor.

      SECTION 7.07. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

      SECTION 7.08. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Collateral Agent hereunder
and of the Collateral Agent, the Trustee and the Holders under the other
Indenture Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provisions of this
Agreement or any other Indenture Document or consent to any departure by any
Grantor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Grantor in any case shall entitle such Grantor or any
other Grantor to any other or further notice or demand in similar or other
circumstances.



                                      -18-

      (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except in accordance with the Indenture pursuant to an agreement or
agreements in writing entered into by the Collateral Agent and the Grantor or
Grantors with respect to which such waiver, amendment or modification is to
apply.

      SECTION 7.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER INDENTURE
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER INDENTURE DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 7.09.

      SECTION 7.10. Severability. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired thereby
(it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

      SECTION 7.11. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract (subject to Section 7.04), and
shall become effective as provided in Section 7.04. Delivery of an executed
signature page to this Agreement by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.

      SECTION 7.12. Headings. Article and Section headings used herein are for
the purpose of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.

      SECTION 7.13. Jurisdiction; Consent to Service of Process. (a) Each
Grantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Indenture Documents, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to
the extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other


                                      -19-

manner provided by law. Nothing in this Agreement shall affect any right that
the Collateral Agent, the Trustee or any Holder may otherwise have to bring any
action or proceeding relating to this Agreement or the other Indenture Documents
against any Grantor or its properties in the courts of any jurisdiction.

      (b) Each Grantor hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Indenture Documents in
any New York State or Federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

      (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 7.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

      SECTION 7.14. Termination. (a) This Agreement and the Security Interest
shall terminate at the time provided in Section 10.08 of the Indenture at which
time the Collateral Agent shall execute and deliver to the Grantors, at the
Grantors' expense, all Uniform Commercial Code termination statements and
similar documents, including, without limitation, authorization for the Grantors
to file Uniform Commercial Code termination statements, which the Grantors shall
reasonably request to evidence such termination. Any execution and delivery of
termination statements or documents pursuant to this Section 7.14 shall be
without recourse to or warranty by the Collateral Agent. A Grantor shall
automatically be released from its obligations hereunder and the Security
Interest in the Collateral of such Grantor and in the equity interests issued by
such Grantor shall be automatically released, in the event that such Grantor
ceases to be a Guarantor or is designated an Unrestricted Subsidiary in
accordance with the provisions of the Indenture, without further action. At such
time, the Collateral Agent shall execute and deliver to any Grantor, at such
Grantor's expense, all documents that such Grantor shall reasonably request to
evidence such release.

      (b) Without limiting the foregoing, if any of the Collateral shall become
subject to the release provisions set forth in Section 10.03 of the Indenture,
such Collateral shall be automatically released from the Security Interest to
the extent provided in Section 10.03 of the Indenture. The Collateral Agent
shall execute and deliver to the Grantors, at the Grantors' expense, all Uniform
Commercial Code termination statements and similar documents which the Grantor
shall reasonably request to evidence the termination of the Security Interest in
such Collateral.

      SECTION 7.15. Additional Grantors. If, pursuant to Sections 4.11 and 11.07
of the Indenture, the Parent is required to cause any Subsidiary of the Parent
that is not a Grantor to enter in to this Agreement as a Grantor, upon execution
and delivery by the Collateral Agent and such Subsidiary of an instrument in the
form of Annex 2 hereto, such Subsidiary shall become a Grantor hereunder with
the same force and effect as if originally named as a Grantor herein. The
execution and delivery of any such instrument shall not require the consent of
any Grantor hereunder. The rights and obligations of each Grantor hereunder
shall remain in full force and effect notwithstanding the addition of any new
Grantor as a party to this Agreement.



                                      -20-

      SECTION 7.16. Compliance with FCC Laws. Notwithstanding anything in this
Agreement to the contrary, no action shall be taken by the Collateral Agent or
the Secured Parties with respect to the foreclosure on, sale, transfer or
disposition of, or control of, the Collateral, that would constitute or result
in any assignment or transfer of control, whether de jure or de facto, of any
Wireless License, if such assignment or transfer of control would require under
then existing law (including FCC Laws) the prior approval of the FCC, without
first obtaining such approval of the FCC.

                            [SIGNATURE PAGE FOLLOWS]







                                      -21-

      IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.

                                    CRICKET COMMUNICATIONS, INC.,


                                    By  /s/ Stewart D. Hutcheson
                                        Name:  Stewart D. Hutcheson
                                        Title: Executive Vice President & Chief
                                               Financial Officer

                                    LEAP WIRELESS INTERNATIONAL, INC.,


                                    By  /s/ Stewart D. Hutcheson
                                        Name:  Stewart D. Hutcheson
                                        Title: Executive Vice President & Chief
                                               Financial Officer

                                    EACH OF THE OTHER GUARANTORS
                                    LISTED ON SCHEDULE I HERETO,


                                    By  /s/ Stewart D. Hutcheson
                                        Name:  Stewart D. Hutcheson
                                        Title: as Executive Vice President &
                                               Chief Financial Officer, for each
                                               of the subsidiaries listed on
                                               Schedule I hereto

                                    WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                    as Collateral Agent,


                                    By  /s/ Jane Y. Schweiger
                                        Name:  Jane Y. Schweiger
                                        Title: Vice President



                     [SIGNATURE PAGE TO SECURITY AGREEMENT]


                                      -22-

                                                               Schedule I to the
                                                              Security Agreement

                                   GUARANTORS

                      Guarantors                                Address
                      ----------                                -------

List                                                    List

                                                              Schedule II to the
                                                              Security Agreement

                                   COPYRIGHTS

                                                             Schedule III to the
                                                              Security Agreement

                                    LICENSES

                                                              Schedule IV to the
                                                              Security Agreement

                                     PATENTS

                                                               Schedule V to the
                                                              Security Agreement

                                   TRADEMARKS

            THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY.

          THE COLLATERAL COVERED BY THIS INSTRUMENT INCLUDES FIXTURES.

                                                                  Annex 1 to the
                                                              Security Agreement

                                    [FORM OF]

                             PERFECTION CERTIFICATE

      Reference is made to (a) the Indenture dated as of ___________, 2004 (as
amended, supplemented or otherwise modified from time to time, the "Indenture"),
among Cricket Communications, Inc., a Delaware corporation (the "Issuer"), Leap
Wireless International, Inc., a Delaware corporation (the "Parent"), each
subsidiary of the Parent listed on Schedule I hereto (each such subsidiary
individually a "Subsidiary" and, collectively, the "Subsidiaries", and together
with the Parent, each individually a "Guarantor" and, collectively, the
"Guarantors"; and the Guarantors and the Issuer are referred to collectively
herein as the "Grantors") and Wells Fargo Bank Minnesota, National Association,
a national banking association (the "Trustee"), as trustee under the Indenture,
and (b) the Security Agreement dated as of ____________, 2004, among the Issuer,
the Guarantors and the Trustee, as collateral agent (in such capacity as
collateral agent, the "Collateral Agent"). Capitalized terms used but not
defined herein have the meanings assigned to them in the Indenture or the
Security Agreement, as applicable.

      The undersigned, an Officer of the Issuer, hereby certifies to the
Collateral Agent and each other Secured Party as follows:

1. Names.

(a) The exact legal name of each Grantor, as such name appears in its respective
certificate of formation, is as follows:

(b) Set forth below is each other legal name each Grantor has had in the past
five years, together with the date of the relevant change:

(c) Except as set forth in Schedule 1 hereto, no Grantor has changed its
identity or corporate structure in any way since [insert date of bankruptcy
reorganization]. Changes in identity or corporate structure would include
mergers, consolidations and acquisitions, as well as any change in the form,
nature or jurisdiction of corporate organization. If any such change has
occurred, include in Schedule 1 the information required by Sections 1 and 2 of
this certificate as to each acquiree or constituent party to a merger or
consolidation.

(d) The following is a list of all other names (including trade names or similar
appellations) used by each Grantor or any of its divisions or other business
units in connection with the conduct of its business or the ownership of its
properties at any time during the past five years:

(e) Set forth below is the organizational identification number, if any, issued
by the jurisdiction of formation of each Grantor that is a registered
organization:



                                                 Organizational Identification
            Grantor                                         Number
            -------                                         ------
                                              



(f) Set forth below is the Federal Taxpayer Identification Number of each
Grantor:



                                                    Federal Identification
            Grantor                                         Number
            -------                                         ------
                                                 




2. Current Locations. (a) The chief executive office of each Grantor is located
at the address set forth opposite its name below:




         Grantor                 Mailing Address         County        State
         -------                 ---------------         ------        -----
                                                              




(b) Set forth below opposite the name of each Grantor are all locations where
such Grantor maintains any books or records relating to any Accounts Receivable
or General Intangibles (with each location at which Chattel Paper, if any, is
kept being indicated by an "*"):



         Grantor                 Mailing Address         County        State
         -------                 ---------------         ------        -----
                                                              




(c) The jurisdiction of formation of each Grantor that is a registered
organization is set forth opposite its name below:



            Grantor                                      Jurisdiction
            -------                                      ------------
                                                      




3. Unusual Transactions. Since [INSERT DATE OF BANKRUPTCY REORGANIZATION], all
Accounts have been originated by the Grantors and all Inventory has been
acquired by the Grantors in the ordinary course of business. [THIS STATEMENT MAY
BE OMITTED FROM PERFECTION CERTIFICATE DELIVERED AS OF THE DATE OF THE SECURITY
AGREEMENT]

4. File Search Reports. File search reports have been obtained from each Uniform
Commercial Code filing office identified with respect to such Grantor in Section
2 hereof, and such search reports reflect no liens against any of the Collateral
other than those permitted under the Indenture.

5. UCC Filings. UCC financing statements in substantially the form of Schedule 5
hereto have been prepared for filing in the proper Uniform Commercial Code
filing office in the jurisdiction in which each Grantor is located and, to the
extent any of the Collateral is comprised

of fixtures in the proper local jurisdiction, as set forth with respect to such
Grantor in Section 2 hereof.

6. Schedule of Filings. Attached hereto as Schedule 6 is a schedule setting
forth, with respect to the filings described in Section 5 above, each filing and
the filing office in which such filing is to be made.

7. Stock Ownership and other Equity Interests. Attached hereto as Schedule 7 is
a true and correct list of all the issued and outstanding stock, partnership
interests, limited liability company membership interests or other equity
interests owned by the Parent and each Subsidiary of the Parent (including the
Issuer). Also set forth on Schedule 7 is each equity investment of the Parent or
any Subsidiary of the Parent (including the Issuer) that represents 50% or less
of the equity of the entity in which such investment was made.

8. Debt Instruments. Attached hereto as Schedule 8 is a true and correct list of
all instruments, including any promissory notes, and other evidence of
indebtedness held by the Parent and each Subsidiary of the Parent (including the
Issuer), including all intercompany notes between the Parent and each Subsidiary
of the Parent (including the Issuer) and each Subsidiary of the Parent
(including the Issuer) and each other such Subsidiary (including the Issuer).

9. Advances. Attached hereto as Schedule 9 is (a) a true and correct list of all
advances made by the Parent to any Subsidiary of the Parent (including the
Issuer) or made by any Subsidiary of the Parent (including the Issuer) to the
Parent or to any other Subsidiary of the Parent (including the Issuer) (other
than those identified on Schedule 8), which advances will be on and after the
date hereof evidenced by one or more intercompany notes pledged to the
Collateral Agent under the Pledge Agreement and (b) a true and correct list of
all unpaid intercompany transfers of goods sold and delivered by or to the
Parent or any Subsidiary of the Parent (including the Issuer).

10. Mortgage Filings. Attached hereto as Schedule 10 is a schedule setting
forth, with respect to each Mortgaged Property, (a) the exact name of the Person
that owns such property as such name appears in its certificate of incorporation
or other organizational document, (b) if different from the name identified
pursuant to clause (a), the exact name of the current record owner of such
property reflected in the records of the filing office for such property
identified pursuant to the following clause and (c) the filing office in which a
Mortgage with respect to such property must be filed or recorded in order for
the Collateral Agent to obtain a perfected security interest therein.

11. Intellectual Property. Attached hereto as Schedule 11(A) is a schedule
setting forth all of each Grantor's Patents and registered Trademarks and Patent
and Trademark applications, including the name of the registered owner or
applicant, as applicable, and the registration or application number, as
applicable, of each Patent and registered Trademark or Patent or Trademark
application owned by any Grantor, in proper form for filing with the United
States Patent and Trademark Office, and a schedule setting forth all of each
Grantor's material Patent Licenses and material Trademark Licenses. Attached
hereto as Schedule 11(B) is a schedule setting forth all of each Grantor's
registered Copyrights, including the name of the registered owner and the
registration number of each Copyright owned by any Grantor, in proper form for

filing with the United States Copyright Office, and a schedule setting forth all
of each Grantor's material Copyright Licenses that grant rights with respect to
registered Copyrights.

12. Wireless Licenses. Attached hereto as Schedule 12 is a schedule setting
forth all of each Grantor's Wireless Licenses, including the name of the
registered license holder and the license number or other identifying
information, of each Wireless License held or utilized by any Grantor.

      IN WITNESS WHEREOF, the undersigned have duly executed this certificate on
this ____th day of ________, 200__.

                                       CRICKET COMMUNICATIONS, INC.,


                                        By:
                                           -----------------------------------
                                           Name:
                                           Title:

            THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY.
          THE COLLATERAL COVERED BY THIS INSTRUMENT INCLUDES FIXTURES.

                                                                  Annex 2 to the
                                                              Security Agreement

      SUPPLEMENT NO. [ ] dated as of [ ], to the Security Agreement dated as of
_____________, 2004, among Cricket Communications, Inc., a Delaware corporation
(the "Issuer"), Leap Wireless International, Inc., a Delaware corporation (the
"Parent"), each subsidiary of the Parent listed on Schedule I thereto (each such
subsidiary individually a "Subsidiary" and, collectively, the "Subsidiaries",
and together with the Parent, each individually a "Guarantor" and, collectively,
the "Guarantors"; and the Guarantors and the Issuer are referred to collectively
herein as the "Grantors") and Wells Fargo Bank Minnesota, National Association,
a national banking association (the "Trustee"), as trustee under the Indenture
referred to below and as collateral agent (in such capacity as collateral agent,
the "Collateral Agent") for the Secured Parties (as defined therein).

      A. Reference is made to the Indenture dated as of _________, 2004 (as
amended, supplemented or otherwise modified from time to time, the "Indenture"),
among the Issuer, the Guarantors, and the Trustee.

      B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Security Agreement and the
Indenture.

      C. The Grantors have entered into the Security Agreement in accordance
with the terms of the Indenture. Pursuant to Section 4.11 of the Indenture, the
Parent is required to cause certain of its Subsidiaries that are not Grantors to
enter into this Agreement as Grantors. Section 7.15 of the Security Agreement
provides that such Subsidiaries may become Grantors under the Security Agreement
by execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary (the "New Grantor") is executing this Supplement in
accordance with the requirements of the Indenture to become a Grantor under the
Security Agreement.

      Accordingly, the Collateral Agent and the New Grantor agree as follows:

      SECTION 1. In accordance with Section 7.15 of the Security Agreement, the
New Grantor by its signature below becomes a Grantor under the Security
Agreement with the same force and effect as if originally named therein as a
Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of
the Security Agreement applicable to it as a Grantor thereunder and (b)
represents and warrants that the representations and warranties made by it as a
Grantor thereunder are true and correct on and as of the date hereof except to
the extent a representation and warranty expressly relates solely to a specific
date in which case such representation and warranty shall be true and correct on
such date. In furtherance of the foregoing, the New Grantor, as security for the
payment and performance in full of the Obligations (as defined in the Security
Agreement), does hereby create and grant to the Collateral Agent, its successors
and assigns, for the benefit of the Secured Parties, their successors and
assigns, a security interest in and lien on all of the New Grantor's right,
title and interest in and to the Collateral of the New Grantor. Each reference
to a "Grantor" in the Security Agreement shall be deemed to include the New
Grantor. The Security Agreement is hereby incorporated herein by reference.


                                      -1-

      SECTION 2. The New Grantor represents and warrants to the Collateral Agent
and the other Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.

      SECTION 3. This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Collateral
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signatures of the New Grantor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

      SECTION 4. The New Grantor hereby represents and warrants that (a) set
forth on Schedule I attached hereto is a true and correct schedule of the
location of any and all Collateral of the New Grantor and (b) set forth under
its signature hereto, is the true and correct location of the chief executive
office of the New Grantor.

      SECTION 5. Except as expressly supplemented hereby, the Security Agreement
shall remain in full force and effect.

      SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Security Agreement shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

      SECTION 8. All communications and notices hereunder shall be in writing
and given as provided in Section 7.01 of the Security Agreement. All
communications and notices hereunder to the New Grantor shall be given to it at
the address set forth under its signature below, with a copy to the Issuer.

      SECTION 9. The New Grantor agrees to reimburse the Collateral Agent for
its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Collateral Agent.



                                      -2-

      IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly
executed this Supplement to the Security Agreement as of the day and year first
above written.

                                       [NAME OF NEW GRANTOR],


                                       By:
                                           -----------------------------------
                                            Name:
                                            Title:
                                            Address:



                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION, as Collateral
                                       Agent,


                                       By:
                                           -----------------------------------
                                            Name:
                                            Title:



                                      -3-

            THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY.
          THE COLLATERAL COVERED BY THIS INSTRUMENT INCLUDES FIXTURES.


                                                                      Schedule I
                                                           to Supplement No. [ ]
                                                       to the Security Agreement

                             LOCATION OF COLLATERAL



                 Description                          Location
                 -----------                          --------
                                                   

EX-4.1.3

                                                                  Exhibit 4.1.3


                                PLEDGE AGREEMENT

      PLEDGE AGREEMENT dated as of August 16, 2004, among CRICKET
COMMUNICATIONS, INC., a Delaware corporation (the "Issuer"), LEAP WIRELESS
INTERNATIONAL, INC., a Delaware corporation (the "Parent"), each subsidiary of
the Parent listed on Schedule I hereto (each such subsidiary individually a
"Subsidiary Pledgor" and, collectively, the "Subsidiary Pledgors", and together
with the Parent, each individually a "Guarantor" and, collectively, the
"Guarantors"; and the Guarantors and the Issuer are referred to collectively
herein as the "Pledgors") and Wells Fargo Bank, National Association, a national
banking association (the "Trustee"), as trustee under the Indenture referred to
below and as collateral agent (in such capacity as collateral agent, the
"Collateral Agent") for the Secured Parties (as defined in the Security
Agreement). Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Indenture (as defined below).

                                  WITNESSETH:

      WHEREAS, pursuant to the terms, conditions and provisions of the Indenture
dated as of the date hereof (as amended, restated, supplemented or otherwise
modified from time to time, the "Indenture"), among the Issuer, the Guarantors
and the Trustee, the Issuer is initially issuing $350,000,000 aggregate
principal amount of 13% Senior Secured Pay-in-Kind Notes due 2010 and may issue,
from time to time, additional notes in accordance with the provisions of the
Indenture (collectively, the "Notes") which will be guaranteed on a senior
secured basis by each of the Guarantors;

      WHEREAS, each Pledgor is executing and delivering this Agreement pursuant
to the terms of the Indenture to evidence the security interests in the
Collateral (as defined herein); and

      WHEREAS, each Pledgor has duly authorized the execution, delivery and
performance of this Agreement.

      NOW, THEREFORE, for and in consideration of the premises, and of the
mutual covenants herein contained, each Pledgor and the Collateral Agent, on
behalf of itself and each Secured Party (as defined in the Security Agreement)
(and each of their respective successors or assigns), hereby agree as follows:

      SECTION 1. Pledge. As security for the payment and performance, as the
case may be, in full of all obligations of the Issuer and the Guarantors under
the Indenture, the Notes and the other Indenture Documents, including
obligations to the Trustee and the Collateral Agent, whether for payment of
principal of or interest on the Notes and all other monetary obligations of the
Issuer and the Guarantors under the Indenture, the Notes and the other Indenture
Documents, whether for fees, expenses, indemnification or otherwise (referred to
collectively as the "Obligations"), each Pledgor hereby pledges and grants to
the Collateral Agent, its successors and assigns, and hereby grants to the
Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, a first-priority security interest (subject to Permitted Liens)
in all of such Pledgor's right, title and interest in, to and under (a) the
shares of capital stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person (collectively, the "Equity Interests") owned

by it which are listed on Schedule II hereto and any Equity Interests obtained
in the future by such Pledgor and the certificates representing all such Equity
Interests (the "Pledged Interests"); provided that the Pledged Interests shall
not include, to the extent that applicable law requires that a Subsidiary of
such Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i)
the debt securities owned by it which are listed opposite the name of such
Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to
or acquired by such Pledgor and (iii) the promissory notes and any other
instruments evidencing such debt securities or any other indebtedness for
borrowed money in a face amount in excess of $25,000 (the "Pledged Debt
Securities"); (c) all other property that has been or may be delivered to and
held by the Collateral Agent pursuant to the terms hereof; (d) subject to
Section 5, all payments of principal or interest, dividends, cash, instruments
and other property from time to time received, receivable or otherwise
distributed, in respect of, in exchange for or upon the conversion of the
securities referred to in clauses (a) and (b) above; (e) subject to Section 5,
all rights and privileges of such Pledgor with respect to the securities and
other property referred to in clauses (a), (b), (c) and (d) above; and (f) all
proceeds of any of the foregoing (the items referred to in clauses (a) through
(f) above being collectively referred to as the "Collateral"). Upon delivery to
the Collateral Agent, (x) any Pledged Interests, any Pledged Debt Securities or
any stock certificates, notes or other securities now or hereafter included in
the Collateral (the "Pledged Securities") have been or shall be accompanied by
stock powers duly executed in blank or other instruments of transfer
satisfactory to the Collateral Agent and by such other instruments and documents
as the Collateral Agent may reasonably request and (y) all other property
comprising part of the Collateral shall be accompanied by proper instruments of
assignment duly executed by the applicable Pledgor and such other instruments or
documents as the Collateral Agent may reasonably request. Each delivery of
Pledged Securities shall be accompanied by a schedule describing the securities
theretofore and then being pledged hereunder, which schedule shall be attached
hereto as Schedule II and made a part hereof. Each schedule so delivered shall
supersede any prior schedules so delivered.

      TO HAVE AND TO HOLD the Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Collateral Agent, its successors and assigns, for the ratable benefit
of the Secured Parties, forever; subject, however, to the terms, covenants and
conditions hereinafter set forth.

      SECTION 2. Delivery of the Collateral. (a) Each Pledgor agrees promptly to
deliver or cause to be delivered to the Collateral Agent any and all Pledged
Securities, and any and all certificates or other instruments or documents
representing the Collateral.

      (b)   Each Pledgor will cause any Indebtedness for borrowed money owed to
the Pledgor by any Person in a face amount in excess of $25,000 to be evidenced
by a duly executed promissory note that is pledged to the Collateral Agent and
delivered to the Collateral Agent for the benefit of the Secured Parties
pursuant to the terms hereof.

      SECTION 3. Representations, Warranties and Covenants. Each Pledgor hereby
represents, warrants and covenants, as to itself and the Collateral pledged by
it hereunder, but subject to Section 14 and to any Permitted Liens, to and with
the Collateral Agent that:


                                       2

      (a)   the Pledged Interests represent that percentage as set forth on
Schedule II of the issued and outstanding shares of each class of the Equity
Interests of the issuer thereof with respect thereto, and the Pledged Interests
listed on Schedule II constitute all Equity Interests owned by each Pledgor as
of the date hereof;

      (b)   the Pledged Debt Securities listed on Schedule II constitute all
debt securities, promissory notes (with a face amount in excess of $25,000) and
other instruments evidencing indebtedness for borrowed money owned by each
Pledgor as of the date hereof;

      (c)   except for the security interest granted hereunder, such Pledgor (i)
is and will at all times continue to be the direct owner, beneficially and of
record, of the Pledged Securities indicated on Schedule II, (ii) holds the same
free and clear of all Liens other than Permitted Liens, (iii) will make no
assignment, pledge, hypothecation or transfer of, or create or permit to exist
any security interest in or other Lien on, the Collateral, other than pursuant
hereto, and (iv) subject to Section 5, will cause any and all Collateral,
whether for value paid by such Pledgor or otherwise, to be forthwith deposited
with the Collateral Agent and pledged or assigned hereunder;

      (d)   such Pledgor (i) has the power and authority to pledge the
Collateral in the manner hereby done or contemplated and (ii) will defend its
title or interest thereto or therein against any and all Liens other than
Permitted Liens, however arising, of all Persons whomsoever;

      (e)   no consent of any other Person (including stockholders or creditors
of any Pledgor) and no consent or approval of any Governmental Authority or any
securities exchange was or is necessary to the validity of the pledge effected
hereby;

      (f)   by virtue of the execution and delivery by the Pledgors of this
Agreement, upon delivery to the Collateral Agent of the Pledged Securities,
certificates or other documents representing or evidencing the Collateral in
accordance with this Agreement, and, in the case of Pledged Securities not
constituting certificated securities or instruments, the filing of UCC financing
statements in the appropriate filing office, the Collateral Agent will have a
valid and perfected first-priority lien upon and security interest in such
Pledged Securities as security for the payment and performance of the
Obligations;

      (g)   the pledge effected hereby is effective to vest in the Collateral
Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in
the Collateral as set forth herein;

      (h)   all of the Pledged Interests have been duly authorized and validly
issued and are fully paid and nonassessable; and

      (i)   all Collateral consisting of Pledged Securities, certificates or
other documents representing or evidencing the Collateral has been delivered to
the Collateral Agent in accordance with Section 2.

      SECTION 4. Registration in Nominee Name; Denominations. Subject to Section
25, the Collateral Agent, on behalf of the Secured Parties, shall have the right
(in its sole and absolute discretion) to hold the Pledged Securities in its own
name as pledgee, the name of its nominee


                                       3

(as pledgee or as sub-agent) or the name of the Pledgors, endorsed or assigned
in blank or in favor of the Collateral Agent. Each Pledgor will promptly give to
the Collateral Agent copies of any notices or other communications received by
it with respect to Pledged Securities registered in the name of such Pledgor.
The Collateral Agent shall at all times have the right to exchange the
certificates representing Pledged Securities for certificates of smaller or
larger denominations for any purpose consistent with this Agreement, if and to
the extent that the Pledgors have the right to effect, or cause to be effected,
any such exchange.

      SECTION 5. Voting Rights; Dividends and Interest, etc.

      (a)   Unless and until an Event of Default shall have occurred and be
continuing:

            (i)   Each Pledgor shall be entitled to exercise any and all voting
      and/or other consensual rights and powers inuring to an owner of Pledged
      Securities or any part thereof for any purpose consistent with the terms
      of this Agreement, the Indenture and the other Indenture Documents;
      provided, however, that such Pledgor shall not exercise any such right if
      the result thereof could materially and adversely affect the rights
      inuring to a holder of the Pledged Securities or the rights and remedies
      of any of the Secured Parties under this Agreement or the Indenture or any
      other Indenture Document or the ability of the Secured Parties to exercise
      the same.

            (ii)  The Collateral Agent shall execute and deliver to each
      Pledgor, or cause to be executed and delivered to each Pledgor, all such
      proxies, powers of attorney and other instruments as such Pledgor may
      reasonably request for the purpose of enabling such Pledgor to exercise
      the voting and/or consensual rights and powers it is entitled to exercise
      pursuant to subparagraph (i) above and to receive the cash dividends it is
      entitled to receive pursuant to subparagraph (iii) below.

            (iii) Each Pledgor shall be entitled to receive and retain any and
      all cash dividends, interest and principal paid on the Pledged Securities
      to the extent and only to the extent that such cash dividends, interest
      and principal are permitted by, and otherwise paid in accordance with, the
      terms and conditions of the Indenture, the other Indenture Documents and
      applicable laws. All noncash dividends, interest and principal, and all
      dividends, interest and principal paid or payable in cash or otherwise in
      connection with a partial or total liquidation or dissolution, return of
      capital, capital surplus or paid-in surplus, and all other distributions
      (other than distributions referred to in the preceding sentence) made on
      or in respect of the Pledged Securities, whether paid or payable in cash
      or otherwise, whether resulting from a subdivision, combination or
      reclassification of the outstanding capital stock of the issuer of any
      Pledged Securities or received in exchange for Pledged Securities or any
      part thereof, or in redemption thereof, or as a result of any merger,
      consolidation, acquisition or other exchange of assets to which such
      issuer may be a party or otherwise, shall be and become part of the
      Collateral, and, if received by any Pledgor, shall not be commingled by
      such Pledgor with any of its other funds or property but shall be held
      separate and apart therefrom, shall be held in trust for the benefit of
      the Collateral Agent and shall be forthwith delivered to the Collateral
      Agent for the benefit of the Secured Parties in the same form as so
      received (with any necessary endorsement).


                                       4

      (b)   Upon the occurrence and during the continuance of an Event of
Default, all rights of any Pledgor to dividends, interest or principal that such
Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall
cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall (subject to the provisions of this paragraph (b)) have the
sole and exclusive right and authority to receive and retain such dividends,
interest or principal. All dividends, interest or principal received by the
Pledgor contrary to the provisions of this Section 5 shall be held in trust for
the benefit of the Collateral Agent, shall be segregated from other property or
funds of such Pledgor and shall be forthwith delivered to the Collateral Agent
upon demand in the same form as so received (with any necessary endorsement).
Any and all money and other property paid over to or received by the Collateral
Agent pursuant to the provisions of this paragraph (b) shall be retained by the
Collateral Agent in an account to be established by the Collateral Agent upon
receipt of such money or other property and shall be applied in accordance with
the provisions of Section 7. After all Events of Default have been cured or
waived, the Collateral Agent shall promptly repay to each Pledgor all cash
dividends, interest or principal (without interest), that such Pledgor would
otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii)
above and which remain in such account.

      (c)   Upon the occurrence and during the continuance of an Event of
Default, and subject to the requirements for prior FCC approval specified in
Section 25, all rights of any Pledgor to exercise the voting and consensual
rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of
this Section 5, and the obligations of the Collateral Agent under paragraph
(a)(ii) of this Section 5, shall cease, and all such rights shall thereupon
become vested in the Collateral Agent, which shall have the sole and exclusive
right and authority to exercise such voting and consensual rights and powers,
provided that, unless the Collateral Agent shall have received written
objections from Holders of at least 25% in principal amount of the Notes, the
Collateral Agent shall have the right from time to time following and during the
continuance of an Event of Default to permit the Pledgors to exercise such
rights. After all Events of Default have been cured or waived, each Pledgor will
have the right to exercise the voting and consensual rights and powers that it
would otherwise be entitled to exercise pursuant to the terms of paragraph
(a)(i) above.

      SECTION 6. Remedies upon Default. Upon the occurrence and during the
continuance of an Event of Default, and subject to applicable regulatory and
legal requirements, including the requirements for prior FCC approval specified
in Section 25, the Collateral Agent shall have the right to sell the Collateral,
or any part thereof, at public or private sale or at any broker's board or on
any securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to Persons who will represent and agree that
they are purchasing the Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely free from any
claim or right on the part of any Pledgor, and, to the extent permitted by
applicable law, the Pledgors hereby waive all rights of redemption, stay,
valuation and appraisal any Pledgor now has or may at any time in the future
have under any rule of law or statute now existing or hereafter enacted.


                                       5

      The Collateral Agent shall give a Pledgor 10 days' prior written notice
(which each Pledgor agrees is reasonable notice within the meaning of Section
9-611 of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions) of the Collateral Agent's intention to
make any sale of such Pledgor's Collateral. Such notice, in the case of a public
sale, shall state the time and place for such sale and, in the case of a sale at
a broker's board or on a securities exchange, shall state the board or exchange
at which such sale is to be made and the day on which the Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places as the Collateral Agent may fix and state in the
notice of such sale. At any such sale, the Collateral, or portion thereof, to be
sold may be sold in one lot as an entirety or in separate parcels, as the
Collateral Agent may (in its sole and absolute discretion) determine. The
Collateral Agent shall not be obligated to make any sale of any Collateral if it
shall determine not to do so, regardless of the fact that notice of sale of such
Collateral shall have been given. The Collateral Agent may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case any sale of all or any part of the
Collateral is made on credit or for future delivery, the Collateral so sold may
be retained by the Collateral Agent until the sale price is paid in full by the
purchaser or purchasers thereof, but the Collateral Agent shall not incur any
liability in case any such purchaser or purchasers shall fail to take up and pay
for the Collateral so sold and, in case of any such failure, such Collateral may
be sold again upon like notice. At any public (or, to the extent permitted by
applicable law, private) sale made pursuant to this Section 6, any Secured Party
may bid for or purchase, free from any right of redemption, stay or appraisal on
the part of any Pledgor (all said rights being also hereby waived and released),
the Collateral or any part thereof offered for sale and may make payment on
account thereof by using any Obligation then due and payable to it from such
Pledgor as a credit against the purchase price, and it may, upon compliance with
the terms of sale, hold, retain and dispose of such property without further
accountability to such Pledgor therefor. For purposes hereof, (a) a written
agreement to purchase the Collateral or any portion thereof shall be treated as
a sale thereof, (b) the Collateral Agent shall be free to carry out such sale
pursuant to such agreement and (c) such Pledgor shall not be entitled to the
return of the Collateral or any portion thereof subject thereto, notwithstanding
the fact that after the Collateral Agent shall have entered into such an
agreement all Events of Default shall have been remedied and the Obligations
paid in full. As an alternative to exercising the power of sale herein conferred
upon it, the Collateral Agent may proceed by a suit or suits at law or in equity
to foreclose upon and to sell the Collateral or any portion thereof pursuant to
a judgment or decree of a court or courts having competent jurisdiction or
pursuant to a proceeding by a court-appointed receiver.

      SECTION 7. Application of Proceeds of Sale. The Collateral Agent shall
apply the proceeds of any collection or sale of the Collateral, as well as any
Collateral consisting of cash, as follows:

            FIRST, to the payment of all costs and expenses incurred by the
      Trustee or the Collateral Agent (in its capacity as such hereunder or
      under any other Indenture Document) in connection with such collection or
      sale or otherwise in connection with this Agreement or any of the
      Obligations, including all court costs and the reasonable fees


                                       6

      and expenses of its agents and legal counsel, the repayment of all
      advances made by the Trustee or the Collateral Agent hereunder or under
      any other Indenture Document on behalf of any Pledgor and any other costs
      or expenses incurred in connection with the exercise of any right or
      remedy hereunder or under any other Indenture Document and any other
      amounts due to the Trustee or the Collateral Agent under Section 7.07 of
      the Indenture;

            SECOND, to the payment in full of the Obligations owed to the
      Holders (the amounts so applied to be distributed among the Holders pro
      rata in accordance with the amounts of the Obligations owed to Holders on
      the date of any such distribution); and

            THIRD, to the Pledgors, their successors or assigns, or as a court
      of competent jurisdiction may otherwise direct.

      The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. The Collateral Agent may fix a record date and payment date for any
payment to Holders pursuant to this Section 7. At least 15 days before such
record date, the Collateral Agent shall mail to each Holder and the Issuer a
notice that states the record date, the payment and amount to be paid. Upon any
sale of the Collateral by the Collateral Agent (including pursuant to a power of
sale granted by statute or under a judicial proceeding), the receipt of the
purchase money by the Collateral Agent or of the officer making the sale shall
be a sufficient discharge to the purchaser or purchasers of the Collateral so
sold and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof.

      SECTION 8. Reimbursement of Collateral Agent.

      (a)   Each Pledgor agrees to pay upon demand to the Collateral Agent the
amount of any and all reasonable expenses, including the reasonable fees, other
charges and disbursements of its counsel and of any experts or agents, that the
Collateral Agent may incur in connection with (i) the administration of this
Agreement, (ii) the custody or preservation of, or the sale of, collection from,
or other realization upon, any of the Collateral, (iii) the exercise or
enforcement of any of the rights of the Collateral Agent hereunder or (iv) the
failure by such Pledgor to perform or observe any of the provisions hereof.

      (b)   Without limitation of its indemnification obligations under the
other Indenture Documents, each Pledgor agrees to indemnify the Collateral
Agent, the Trustee, the Holders and each Affiliate of the foregoing Persons
(each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including reasonable counsel fees, other charges and
disbursements (provided, that the Pledgors shall not be obligated to pay for
more than one primary counsel and one local counsel for all Indemnitees
collectively unless there is, under applicable standards of professional
conduct, a conflict on any significant issue between the positions of any two or
more Indemnitees), incurred by or asserted against any Indemnitee arising out
of, in any way connected with, or as a result of (i) the execution or delivery
of this Agreement or any other Indenture Document or any agreement or instrument
contemplated hereby or thereby, the


                                       7

performance by the parties hereto of their respective obligations thereunder or
the consummation of the other transactions contemplated thereby or (ii) any
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto, provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee.

      (c)   Any amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 8 shall remain operative and in full force and effect regardless
of the termination of this Agreement, the consummation of the transactions
contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other
Indenture Document or any investigation made by or on behalf of the Collateral
Agent or any other Secured Party. All amounts due under this Section 8 shall be
payable on written demand therefor and shall bear interest at the rate specified
in the Notes.

      SECTION 9. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor
hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor for
the purpose of carrying out the provisions of this Agreement and taking any
action and executing any instrument that the Collateral Agent may deem necessary
or advisable to accomplish the purposes hereof, which appointment is irrevocable
and coupled with an interest. Without limiting the generality of the foregoing,
the Collateral Agent shall have the right, upon the occurrence and during the
continuance of an Event of Default, with full power of substitution either in
the Collateral Agent's name or in the name of such Pledgor, to ask for, demand,
sue for, collect, receive and give acquittance for any and all moneys due or to
become due under and by virtue of any Collateral, to endorse checks, drafts,
orders and other instruments for the payment of money payable to the Pledgor
representing any interest or dividend or other distribution payable in respect
of the Collateral or any part thereof or on account thereof and to give full
discharge for the same, to settle, compromise, prosecute or defend any action,
claim or proceeding with respect thereto, to sell, assign, endorse, pledge,
transfer and to make any agreement respecting, or otherwise deal with, the same,
and to prepare and file applications seeking the FCC's consent to transfer
control of, or assign, FCC licenses, permits, and authorizations; provided,
however, that nothing herein contained shall be construed as requiring or
obligating the Collateral Agent to make any commitment or to make any inquiry as
to the nature or sufficiency of any payment received by the Collateral Agent, or
to present or file any claim or notice, or to take any action with respect to
the Collateral or any part thereof or the moneys due or to become due in respect
thereof or any property covered thereby. The Collateral Agent and the other
Secured Parties shall be accountable only for amounts actually received as a
result of the exercise of the powers granted to them herein, and neither they
nor their officers, directors, employees or agents shall be responsible to any
Pledgor for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct.

      SECTION 10. Waivers; Amendment. (a) No failure or delay of the Collateral
Agent in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of


                                       8

any other right or power. The rights and remedies of the Collateral Agent
hereunder and of the Collateral Agent and the other Secured Parties under the
other Indenture Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provisions of this
Agreement or consent to any departure by any Pledgor therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) below,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No notice or demand on any Pledgor in any
case shall entitle such Pledgor to any other or further notice or demand in
similar or other circumstances.

      (b)   Neither this Agreement nor any provision hereof may be waived,
amended or modified except in accordance with the Indenture pursuant to a
written agreement entered into between the Collateral Agent and the Pledgor or
Pledgors with respect to which such waiver, amendment or modification is to
apply.

      SECTION 11. Securities Act, etc. In view of the position of the Pledgors
in relation to the Pledged Securities, or because of other current or future
circumstances, a question may arise under the Securities Act of 1933, as now or
hereafter in effect, or any similar statute hereafter enacted analogous in
purpose or effect (such Act and any such similar statute as from time to time in
effect being called the "Federal Securities Laws") with respect to any
disposition of the Pledged Securities permitted hereunder. Each Pledgor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were
to attempt to dispose of all or any part of the Pledged Securities, and might
also limit the extent to which or the manner in which any subsequent transferee
of any Pledged Securities could dispose of the same. Similarly, there may be
other legal restrictions or limitations affecting the Collateral Agent in any
attempt to dispose of all or part of the Pledged Securities under applicable
Blue Sky or other state securities laws or similar laws analogous in purpose or
effect. Each Pledgor recognizes that in light of such restrictions and
limitations the Collateral Agent may, with respect to any sale of the Pledged
Securities, limit the purchasers to those who will agree, among other things, to
acquire such Pledged Securities for their own account, for investment, and not
with a view to the distribution or resale thereof. Each Pledgor acknowledges and
agrees that in light of such restrictions and limitations, the Collateral Agent,
in its sole and absolute discretion, (a) may proceed to make such a sale whether
or not a registration statement for the purpose of registering such Pledged
Securities or part thereof shall have been filed under the Federal Securities
Laws and (b) may approach and negotiate with a single potential purchaser to
effect such sale, in either case in accordance with a valid exemption from
registration under the Federal Securities Laws. Each Pledgor acknowledges and
agrees that any such sale might result in prices and other terms less favorable
to the seller than if such sale were a public sale without such restrictions. In
the event of any such sale, the Collateral Agent shall incur no responsibility
or liability for selling all or any part of the Pledged Securities at a price
that the Collateral Agent, in its sole and absolute discretion, may in good
faith deem reasonable under the circumstances, notwithstanding the possibility
that a substantially higher price might have been realized if the sale were
deferred until after registration as aforesaid or if more than a single
purchaser were approached. The provisions of this Section 11 will apply
notwithstanding the existence of a public or private market upon which the
quotations or sales prices may exceed substantially the price at which the
Collateral Agent sells any Pledged Securities.


                                       9

      SECTION 12. Registration, etc. Each Pledgor agrees that, upon the
occurrence and during the continuance of an Event of Default, if for any reason
the Collateral Agent desires to sell any of the Pledged Securities at a public
sale, it will, at any time and from time to time, upon the written request of
the Collateral Agent, use its commercially reasonable efforts to take or to
cause the issuer of such Pledged Securities to take such action and prepare,
distribute and/or file such documents, as are required or advisable in the
reasonable opinion of counsel for the Collateral Agent to permit the public sale
of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and
hold harmless the Collateral Agent, each other Secured Party, any underwriter
and their respective officers, directors, affiliates and controlling Persons
from and against all loss, liability, expenses, reasonable costs of counsel
(including, without limitation, reasonable fees and expenses to the Collateral
Agent of legal counsel), and claims (including the costs of investigation) that
they may incur insofar as such loss, liability, expense or claim arises out of
or is based upon any alleged untrue statement of a material fact contained in
any prospectus (or any amendment or supplement thereto) or in any notification
or offering circular, or arises out of or is based upon any alleged omission to
state a material fact required to be stated therein or necessary to make the
statements in any thereof not misleading, except insofar as the same may have
been caused by any untrue statement or omission based upon information furnished
in writing to such Pledgor or the issuer of such Pledged Securities by the
Collateral Agent or any other Secured Party expressly for use therein. Each
Pledgor further agrees, upon such written request referred to above, to use its
commercially reasonable efforts to qualify, file or register, or cause the
issuer of such Pledged Securities to qualify, file or register, any of the
Pledged Securities under the Blue Sky or other securities laws of such states as
may be requested by the Collateral Agent and keep effective, or cause to be kept
effective, all such qualifications, filings or registrations. Each Pledgor will
bear all costs and expenses of carrying out its obligations under this Section
12. Each Pledgor acknowledges that there is no adequate remedy at law for
failure by it to comply with the provisions of this Section 12 and that such
failure would not be adequately compensable in damages, and therefore agrees
that its agreements contained in this Section 12 may be specifically enforced.

      SECTION 13. Security Interest Absolute. All rights of the Collateral Agent
hereunder, the grant of a security interest in the Collateral and all
obligations of each Pledgor hereunder, shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Indenture, any
other Indenture Document, any agreement with respect to any of the Obligations
or any other agreement or instrument relating to any of the foregoing, (b) any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Obligations, or any other amendment or waiver of or any consent to
any departure from the Indenture, any other Indenture Document or any other
agreement or instrument relating to any of the foregoing, (c) any exchange,
release or nonperfection of any other collateral, or any release or amendment or
waiver of or consent to or departure from any guaranty, for all or any of the
Obligations or (d) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, any Pledgor in respect of the
Obligations or in respect of this Agreement (other than the indefeasible payment
in full of all the Obligations).

      SECTION 14. Termination or Release.

      (a)   This Agreement and the security interests granted hereby shall
terminate at the time provided in Section 10.08 of the Indenture.


                                       10

      (b)   Upon any sale or other transfer by any Pledgor of any Collateral
that is permitted under the Indenture to any Person that is not a Pledgor, or,
if any of the Collateral shall otherwise become subject to the release
provisions set forth in Section 10.03 of the Indenture, such Collateral shall be
automatically released from the Security Interest to the extent provided in
Section 10.03 of the Indenture.

      (c)   In connection with any termination or release pursuant to paragraph
(a) or (b) or Section 17, the Collateral Agent shall return the Collateral to
the Pledgor and shall execute and deliver to any Pledgor, at such Pledgor's
expense, all documents that such Pledgor shall reasonably request to evidence
such termination or release. Any execution and delivery of documents pursuant to
this Section 14 shall be without recourse to or warranty by the Collateral
Agent.

      SECTION 15. Notices. All communications and notices hereunder shall be in
writing and given as provided in Section 12.02 of the Indenture. All
communications and notices hereunder to any Guarantor shall be given to it at
the address or telecopy number set forth on Schedule I, with a copy to the
Issuer.

      SECTION 16. Further Assurances. Each Pledgor agrees to do such further
acts and things, and to execute and deliver such additional conveyances,
assignments, agreements and instruments, as the Collateral Agent may at any time
reasonably request in connection with the administration and enforcement of this
Agreement or with respect to the Collateral or any part thereof or in order to
better assure and confirm unto the Collateral Agent its rights and remedies
hereunder.

      SECTION 17. Binding Effect; Several Agreement; Assignments. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any Pledgor that are contained in
this Agreement shall bind and inure to the benefit of its successors and
assigns. This Agreement shall become effective as to any Pledgor when a
counterpart hereof executed on behalf of such Pledgor shall have been delivered
to the Collateral Agent and a counterpart hereof shall have been executed on
behalf of the Collateral Agent, and thereafter shall be binding upon such
Pledgor and the Collateral Agent and their respective successors and assigns,
and shall inure to the benefit of such Pledgor, the Collateral Agent and the
other Secured Parties, and their respective successors and assigns, except that
no Pledgor shall have the right to assign its rights hereunder or any interest
herein or in the Collateral (and any such attempted assignment shall be void),
except as expressly permitted by this Agreement or the other Indenture
Documents. In the event that a Pledgor ceases to be a Subsidiary of the Parent
or is designated an Unrestricted Subsidiary in accordance with the provisions of
the Indenture Documents, such Pledgor shall be released from its obligations
under this Agreement, and the Equity Interests issued by such Pledgor shall
cease to be Pledged Interests, without further action. This Agreement shall be
construed as a separate agreement with respect to each Pledgor and may be
amended, modified, supplemented, waived or released with respect to any Pledgor
without the approval of any other Pledgor and without affecting the obligations
of any other Pledgor hereunder.


                                       11

      SECTION 18. Survival of Agreement; Severability. (a) All covenants,
agreements, representations and warranties made by each Pledgor herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Indenture Document shall be
considered to have been relied upon by the Collateral Agent and the other
Secured Parties and shall survive the issuance of the Notes and any resale of
the Notes by any Holder, regardless of any investigation made by the Secured
Parties or on their behalf, and shall continue in full force and effect as long
as any Obligation remains unpaid.

      (b)   In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby (it being understood
that the invalidity of a particular provision in a particular jurisdiction shall
not in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

      SECTION 19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      SECTION 20. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute a single instrument, and shall become effective
as provided in Section 17. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Agreement.

      SECTION 21. Rules of Interpretation. The rules of interpretation specified
in Section 1.03 of the Security Agreement shall be applicable to this Agreement.
Section headings used herein are for convenience of reference only, are not part
of this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting this Agreement.

      SECTION 22. Jurisdiction; Consent to Service of Process. (a) Each Pledgor
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York state court or federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the other Indenture Documents, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that, to the extent permitted by applicable law, all
claims in respect of any such action or proceeding may be heard and determined
in such New York state or, to the extent permitted by law, in such federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Collateral Agent or
any other Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement or the other Indenture Documents against any Pledgor
or its properties in the courts of any jurisdiction.


                                       12

      (b)   Each Pledgor hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Indenture Documents in
any New York state or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

      (c)   Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 15. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

      SECTION 23. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INDENTURE DOCUMENTS. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER INDENTURE DOCUMENTS, AS APPLICABLE, BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 23.

      SECTION 24. Additional Pledgors. If, pursuant to Sections 4.11 and 11.07
of the Indenture, the Parent is required to cause any Subsidiary of the Parent
that is not a Subsidiary Pledgor to become a Subsidiary Pledgor, upon execution
and delivery by the Collateral Agent and such Subsidiary of an instrument in the
form of Annex 1, such Subsidiary shall become a Subsidiary Pledgor hereunder
with the same force and effect as if originally named as a Subsidiary Pledgor
herein. The execution and delivery of such instrument shall not require the
consent of any Pledgor hereunder. The rights and obligations of each Pledgor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Subsidiary Pledgor as a party to this Agreement.

      SECTION 25. Compliance with FCC Laws. Notwithstanding anything in this
Agreement to the contrary, no action shall be taken by the Collateral Agent or
the Secured Parties with respect to the foreclosure on, sale, transfer or
disposition of, or control of, the Collateral, that would constitute or result
in any assignment or transfer of control, whether de jure or de facto, of any
FCC license, permit, or authorization, if such assignment or transfer of control
would require under then existing law (including the Communications Act of 1934,
as amended, and the published rules, regulations and orders of the FCC) the
prior approval of the FCC, without first obtaining such approval of the FCC.


                                       13

      IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.

                          CRICKET COMMUNICATIONS, INC.,


                          By  /s/ Stewart D. Hutcheson
                              Name:  Stewart D. Hutcheson
                              Title: Executive Vice President & Chief Financial
                                     Officer

                          LEAP WIRELESS INTERNATIONAL, INC.,


                          By  /s/ Stewart D. Hutcheson
                              Name:  Stewart D. Hutcheson
                              Title: Executive Vice President & Chief
                                     Financial Officer

                          EACH OF THE OTHER SUBSIDIARIES LISTED ON SCHEDULE I
                          HERETO,


                          By  /s/ Stewart D. Hutcheson
                              Name: Stewart D. Hutcheson
                              Title: Executive Vice President & Chief
                                     Financial Officer for each of the
                                     subsidiaries listed on Schedule I hereto


                          WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral
                          Agent,


                          By  /s/ Jane Y. Schweiger
                              Name:  Jane Y. Schweiger
                              Title: Vice President

                      [SIGNATURE PAGE TO PLEDGE AGREEMENT]


                                       14

                                                               Schedule I to the
                                                                Pledge Agreement

                                                              Schedule II to the
                                                                Pledge Agreement


                     CAPITAL STOCK OR OTHER EQUITY INTERESTS



                                                                               Number and Class of
                                                                                 Shares or Other
         Issuer            Number of Certificate       Registered Owner         Equity Interests
- ----------------------     ---------------------     --------------------     ---------------------
                                                                     




                                DEBT SECURITIES




        Issuer                  Principal Amount               Date of Note
- ----------------------     --------------------------     ----------------------
                                                    



                                                                  Annex 1 to the
                                                                Pledge Agreement


      SUPPLEMENT NO. [ ] dated as of [ ], to the PLEDGE AGREEMENT dated as of
__________, 2004, among CRICKET COMMUNICATIONS, INC., a Delaware corporation
(the "Issuer"), LEAP WIRELESS INTERNATIONAL, INC., a Delaware corporation (the
"Parent"), each subsidiary of the Parent listed on Schedule I hereto (each such
subsidiary individually a "Subsidiary Pledgor" and, collectively, the
"Subsidiary Pledgors", and together with the Parent, each individually a
"Guarantor" and, collectively, the "Guarantors"; and the Guarantors and the
Issuer are referred to collectively herein as the "Pledgors") and WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association (the "Trustee"), as
trustee under the Indenture referred to below and as collateral agent (in such
capacity as collateral agent, the "Collateral Agent") for the Secured Parties
(as defined in the Security Agreement).

      A.    Reference is made to the Indenture dated as of __________, 2003 (as
amended, supplemented or otherwise modified from time to time, the "Indenture"),
among the Issuer, the Guarantors and the Trustee.

      B.    Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Pledge Agreement and the
Indenture.

      C.    The Pledgors have entered into the Pledge Agreement in accordance
with the terms of the Indenture. Pursuant to Section 4.11 of the Indenture, the
Parent is required to cause certain of its Subsidiaries to enter into the Pledge
Agreement as a Subsidiary Pledgor. Section 24 of the Pledge Agreement provides
that such Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement
by execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary (the "New Pledgor") is executing this Supplement in
accordance with the requirements of the Indenture to become a Subsidiary Pledgor
under the Pledge.

      Accordingly, the Collateral Agent and the New Pledgor agree as follows:

      SECTION 1. In accordance with Section 24 of the Pledge Agreement, the New
Pledgor by its signature below becomes a Pledgor under the Pledge Agreement with
the same force and effect as if originally named therein as a Pledgor and the
New Pledgor hereby agrees (a) to all the terms and provisions of the Pledge
Agreement applicable to it as a Pledgor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Pledgor
thereunder are true and correct on and as of the date hereof except to the
extent a representation and warranty expressly relates solely to a specific date
in which case such representation and warranty shall be true and correct on such
date. In furtherance of the foregoing, the New Pledgor, as security for the
payment and performance in full of the Obligations (as defined in the Pledge
Agreement), does hereby create and grant to the Collateral Agent, its successors
and assigns, for the benefit of the Secured Parties, their successors and
assigns, a security interest in and lien on all of the New Pledgor's right,
title and interest in and to the Collateral (as defined in the Pledge Agreement)
of the New Pledgor. Each reference to a "Subsidiary Pledgor" or a "Pledgor" in
the Pledge Agreement shall be deemed to include the New Pledgor. The Pledge
Agreement is hereby incorporated herein by reference.

      SECTION 2. The New Pledgor represents and warrants to the Collateral Agent
and the other Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.

      SECTION 3. This Supplement may be executed in counterparts, each of which
shall constitute an original, but all of which when taken together shall
constitute a single instrument. This Supplement shall become effective when the
Collateral Agent shall have received counterparts of this Supplement that, when
taken together, bear the signatures of the New Pledgor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

      SECTION 4. The New Pledgor hereby represents and warrants that set forth
on Schedule I attached hereto is a true and correct schedule of all its Pledged
Securities.

      SECTION 5. Except as expressly supplemented hereby, the Pledge Agreement
shall remain in full force and effect.

      SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Pledge Agreement shall not in any way be affected or impaired
(it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

      SECTION 8. All communications and notices hereunder shall be in writing
and given as provided in Section 15 of the Pledge Agreement. All communications
and notices hereunder to the New Pledgor shall be given to it at the address set
forth under its signature hereto, below, with a copy to the Issuer.

      SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for
its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Collateral Agent.

      IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly
executed this Supplement to the Pledge Agreement as of the day and year first
above written.

                                             [NAME OF NEW PLEDGOR],



                                             By ________________________________
                                                Name:
                                                Title:
                                                Address:


                                             WELLS FARGO BANK, NATIONAL
                                             ASSOCIATION, as Collateral Agent,



                                             By ________________________________
                                                Name:
                                                Title:

                                                                   Schedule I to
                                                              Supplement No. [ ]
                                                         to the Pledge Agreement


                      Pledged Securities of the New Pledgor

                     CAPITAL STOCK OR OTHER EQUITY INTERESTS



                                                                               Number and Class of
                                                                                 Shares or Other
         Issuer            Number of Certificate       Registered Owner         Equity Interests
- ----------------------     ---------------------     --------------------     ---------------------
                                                                     




                                DEBT SECURITIES




        Issuer                  Principal Amount               Date of Note
- ----------------------     --------------------------     ----------------------
                                                    

EX-10.1

                                                                    EXHIBIT 10.1

                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                        LEAP WIRELESS INTERNATIONAL, INC.

                                       AND

                            THE PERSONS LISTED ON THE
                             SIGNATURE PAGES HEREOF

                           Dated as of August 16, 2004



                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of August
16, 2004, by and among Leap Wireless International, Inc., a Delaware corporation
(the "COMPANY"), and the Holders (as hereinafter defined) of Registrable
Securities (as hereinafter defined) who are parties to this Agreement, including
any Additional Holders (as hereinafter defined) who subsequently become parties
to this Agreement.

                                    RECITALS

      A.    Subject to and on the terms and conditions set forth in that certain
Fifth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy
Code, dated as of July 30, 2003 (the "PLAN"), which Plan was confirmed on
October 22, 2003 by order of the United States Bankruptcy Court for the Southern
District of California, as the same may be amended, modified or supplemented
from time to time in accordance with the terms thereof, the Holders will receive
from the reorganized Company shares of the reorganized Company's new common
stock on the effective date of the Plan.

      B.    The Company and the Holders are entering into this Agreement
pursuant to, and as authorized by, the Bankruptcy Court order confirming the
Plan.

                                   AGREEMENTS

      In consideration of the foregoing, and the agreements set forth below, the
parties hereby agree with each other as follows:

1. DEFINITIONS.

      As used in this Agreement, the following capitalized terms (in their
singular and plural forms, as applicable) have the following meanings:

      "Action" has the meaning assigned to such term in Section 7.3 hereof.

      "Additional Holders" means the Permitted Assignees of Registrable
Securities who, from time to time, acquire Registrable Securities and own
Registrable Securities at the relevant time, agree to be bound by the terms
hereof and become Holders for purposes of this Agreement.

      "Adverse Effect" has the meaning assigned to such term in Section 2.5
hereof.

      "Affiliate" of a Person means any Person that, directly or indirectly,
through one or more intermediaries, controls or is controlled by, or is under
common control with, such other Person. For purposes of this definition, the
term "control" (including the terms "controlling," "controlled by" and "under
common control with") means the possession, direct or indirect, of the power to
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.

      "Agreement" has the meaning assigned to such term in the introductory
paragraph to this Agreement, as the same may be amended, supplemented or
restated from time to time.

                                      -2-


      "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in the Borough of Manhattan,
The City of New York are authorized or obligated by law or executive order to
close.

      "Commission" means the United States Securities and Exchange Commission
and any successor United States federal agency or governmental authority having
similar powers.

      "Common Stock" means the authorized common stock, par value $0.0001 per
share, of the Company.

      "Company" has the meaning assigned to such term in the introductory
paragraph to this Agreement.

      "Company Indemnified Person" has the meaning assigned to such term in
Section 7.2 hereof.

      "Company Standstill Period" has the meaning assigned to such term in
Section 5.1 hereof.

      "Demand Registration" has the meaning assigned to such term in Section 2.1
hereof.

      "Demand Request" has the meaning assigned to such term in Section 2.1
hereof.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor statute, and the rules and regulations of the Commission
thereunder.

      "Holder" means any (i) Person who owns Registrable Securities at the
relevant time and is a party to this Agreement or (ii) Additional Holder.

      "Indemnified Person" has the meaning assigned to such term in Section 7.1
hereof.

      "Indemnitee" has the meaning assigned to such term in Section 7.3 hereof.

      "Inspectors" has the meaning assigned to such term in Section 6.1(k)
hereof.

      "Joining Holder" has the meaning assigned to such term in Section 2.2
hereof.

      "Loss" and "Losses" have the meanings assigned to such terms in Section
7.1 hereof.

      "Major Holder" means any Person or group of Affiliated Persons that hold a
minimum of 15% of the Registrable Securities as of the effective date of the
Plan.

      "Majority Participating Holders" means, with respect to any registration
of Registrable Securities under this Agreement, the Holder or Holders at the
relevant time of at least a majority of the Registrable Securities to be
included in the registration statement in question.

      "Material Disclosure Event" means, as of any date of determination, any
pending or imminent event relating to the Company or any of its subsidiaries,
which, in the good faith determination of the Company (i) requires disclosure of
material, non-public information relating

                                      -3-


to such event in any registration statement or related prospectus (including
documents incorporated by reference therein) so that such registration statement
would not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they are made, not
misleading, (ii) is otherwise not required to be publicly disclosed at that time
(e.g., on Forms 10-K, 8-K, or 10-Q) under applicable federal or state securities
laws and (iii) if publicly disclosed at the time of such event, could reasonably
be expected to have a material adverse effect on the business, financial
condition or prospects of the Company and its subsidiaries or would materially
adversely affect a pending or proposed acquisition, merger, recapitalization,
consolidation, reorganization, financing or similar transaction, or negotiations
with respect thereto.

      "NASD" has the meaning assigned to such term in Section 6.1(n) hereof.

      "Participating Holder" means any Holder on whose behalf Registrable
Securities are registered pursuant to Sections 2, 3 or 4 hereof.

      "Permitted Assignee" means any (i) Affiliate of any Holder who acquires
Registrable Securities from such Holder or its Affiliates or (ii) any other
Person who acquires at least 20% (calculated at the time of such purchase) of
any Holder's Registrable Securities and who shall have been designated as a
Permitted Assignee by such Holder in a written notice to the Company; provided
that the rights of any Person designated as a Permitted Assignee referred to in
the foregoing clause (ii) shall be limited if, and to the extent, provided in
such notice.

      "Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.

      "Plan" has the meaning assigned to such term in the Recitals to this
Agreement.

      "Records" has the meaning assigned to such term in Section 6.1(k) hereof.

      The terms "register," "registered" and "registration" mean a registration
effected by preparing and filing with the Commission a registration statement on
an appropriate form in compliance with the Securities Act, and the declaration
or order of the Commission of the effectiveness of such registration statement
under the Securities Act.

      "Registrable Securities" means the Shares and any additional Common Stock
issued with respect to Registrable Securities by way of a stock dividend, stock
split or reverse stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or otherwise, and any securities issued
in exchange for or in replacement of such Registrable Securities; provided,
however, that as to any Registrable Securities, such securities shall cease to
constitute "Registrable Securities" for purposes of this Agreement if and when
(i) a registration statement with respect to the sale of such securities shall
have been declared effective by the Commission and such securities shall have
been sold pursuant thereto, or (ii) such securities are sold or transferred in
accordance with the provisions of Rule 144, or (iii) such securities are sold or
transferred (other than in a transaction under clause (i) or (ii) above) by a
person in a transaction in which such person's rights under this Agreement are
not assigned, or (iv) such securities are

                                      -4-


no longer outstanding, or (v) such securities may be sold or transferred by the
beneficial owner of such securities pursuant to Rule 144(k).

      "Requesting Holder" has the meaning assigned to such term in Section 2.1
hereof.

      "Required Filing Date" has the meaning assigned to such term in Section
2.1 hereof.

      "Required Period" has the meaning assigned to such term in Section 4.2(a)
hereof.

      "Rule 144" means Rule 144 (or any similar provision then in force)
promulgated under the Securities Act.

      "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations of the Commission thereunder.

      "Shares" means the shares of Common Stock issued to the Holders under the
Plan.

      "Shelf Filing Deadline" has the meaning assigned to such term in Section
4.1 hereof.

      "Shelf Registration Statement" has the meaning assigned to such term in
Section 4.1 hereof.

      "Suspension Notice" has the meaning assigned to such term in Section 5.2
hereof.

      "Suspension Period" has the meaning assigned to such term in Section 5.2
hereof.

      The words "include," "includes" and "including," when used in this
Agreement, shall be deemed to be followed by the words "without limitation."

2. DEMAND REGISTRATION.

      2.1 Request for Registration. Subject to the provisions contained in this
Section 2.1 and in Sections 3.2(b), 5.2 and 5.3 hereof, any Major Holder may,
from time to time (but in no event earlier than the date the Shelf Registration
Statement is required to be filed under Section 4.1 hereof), request (each, a
"REQUESTING HOLDER") in writing (a "DEMAND REQUEST") that the Company effect the
registration under the Securities Act of a specified number of Registrable
Securities held by the Requesting Holders (a "DEMAND REGISTRATION"); provided,
however, that the Company will in no event be required to effect more than three
(3) Demand Registrations in total; provided, further that the Company will in no
event be required to effect more than one (1) Demand Registration in any
12-month period; provided, further, that, subject to the Company's compliance
with its obligations under Article 3 hereof, the Company will not be obligated
to take any action to effect any Demand Registration during the period
commencing with the Company's issuance of a notice of a proposed registration of
an underwritten offering of equity securities of the Company for its own account
(except pursuant to registrations on Form S-4 or any successor form or on Form
S-8 or any successor form relating solely to securities issued pursuant to any
benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while
the Company uses reasonable best efforts to pursue such registered underwritten
offering, and ending upon the earliest to occur of: (i) 45 days immediately
following the Company's issuance

                                      -5-


of the notice of such proposed registered underwritten offering pursuant to
Section 3.1 hereof, unless, within such 45-day period, the Company shall have
filed the registration statement for such proposed underwritten offering, or
shall have issued a press release disclosing such proposed underwritten offering
pursuant to Rule 135 (or its successor) promulgated under the Securities Act
thereby enabling the Holders to sell their Registrable Securities pursuant to
the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal
of such proposed registered underwritten offering; or (iii) 90 days immediately
following the effective date of the registration statement pertaining to such
underwritten offering; and provided, further, that the Company shall not be
obligated to effect any Demand Registration if the Shelf Registration Statement
is then effective, and such Shelf Registration Statement may be utilized by the
Requesting Holder for the offering and sale of its Registrable Securities
without a requirement under the Commission's rules and regulations for a
post-effective amendment thereto. Subject to the provisions contained in this
Section 2.1 and in Sections 3.2(b), 5.2 and 5.3 hereof, upon receipt of a Demand
Request, the Company will cause to be included in a registration statement on an
appropriate form under the Securities Act, filed with the Commission as promptly
as practicable but in any event not later than 60 days after receiving a Demand
Request (the "REQUIRED FILING DATE"), such Registrable Securities as may be
requested by such Requesting Holders in their Demand Request together with any
other Registrable Securities of the same class as requested by Joining Holders
joining in such request pursuant to Section 2.2 hereof. The Company shall use
its reasonable efforts to cause any such registration statement to be declared
effective by the Commission as promptly as possible after such filing. If the
Company issues a notice of a proposed underwritten public offering of equity
securities of the Company for its own account pursuant to Section 3.1 hereof and
subsequently abandons, ceases or withdraws such offering, the Company will not
issue a notice of a subsequent proposed registration of an underwritten offering
of equity securities of the Company for its own account pursuant to Section 3.1
hereof until the Shelf Registration Statement is first declared effective.

      2.2 Joining Holders. If at any time the Company proposes to register
Registrable Securities for the account of the Requesting Holders pursuant to
Section 2.1 hereof, then (i) the Company shall give, or cause to be given,
written notice of such proposed filing to all the Holders as soon as practicable
(but in no event less than 30 days before the anticipated filing date). Upon the
written request of any Holder, received by the Company no later than the 10th
Business Day after receipt by such Holder of the notice sent by the Company
(each such Holder, a "JOINING HOLDER"), to register, on the same terms and
conditions as the securities otherwise being sold pursuant to such Demand
Registration, any of its Registrable Securities of the same class as the
securities otherwise being sold pursuant to such Demand Registration, the
Company will use its reasonable best efforts to cause such Registrable
Securities to be included in the registration statement proposed to be filed by
the Company on the same terms and conditions as any securities of the same class
included therein.

      2.3 Effective Registration. A registration will not count as a Demand
Registration (i) unless the related registration statement has been declared
effective and has remained effective until such time as all of such Registrable
Securities covered thereby have been disposed of in accordance with the intended
methods of disposition by the Participating Holders (but in no event for a
period of more than 180 days after such registration statement becomes effective
not including any Suspension Period); it being understood that if, after it has
become effective, an offering of Registrable Securities pursuant to a
registration statement is terminated by any stop

                                      -6-


order, injunction, or other order of the Commission or other governmental agency
or court, such registration pursuant thereto will be deemed not to have been
effected and will not count as a Demand Registration for purposes of Section
2.1, or (ii) if pursuant to Section 2.5 hereof, the Requesting Holders and Joint
Holders are cut back to fewer than 75% of the Registrable Securities requested
to be registered and at the time of the request there was not in effect a Shelf
Registration Statement.

      2.4 Selection of Underwriters. With respect to any offering of Registrable
Securities pursuant to a Demand Registration in the form of an underwritten
offering, the Company shall select an investment banking firm of national
standing to be the managing underwriter for the offering, which firm shall be
reasonably acceptable to the Majority Participating Holders.

      2.5 Priority on Demand Registrations. With respect to any offering of
Registrable Securities pursuant to a Demand Registration in the form of an
underwritten offering, no securities to be sold for the account of any Person
(including the Company) other than the Requesting Holders and Joining Holders
shall be included in a Demand Registration unless the managing underwriter
advises the Requesting Holders in writing that the inclusion of such securities
will not adversely affect the price or success of the offering (an "ADVERSE
EFFECT"). Furthermore, in the event that the managing underwriter advises the
Requesting Holders in writing that the amount of Registrable Securities proposed
to be included in such Demand Registration by Requesting Holders and Joining
Holders is sufficiently large (even after exclusion of all securities of any
other Person pursuant to the immediately preceding sentence) to cause an Adverse
Effect, the number of Registrable Securities to be included in such Demand
Registration shall be allocated among all such Requesting Holders and Joining
Holders pro rata based on the ratio that the number of Registrable Securities
that each such Holder requested to be included in such Demand Registration bears
to the total number of Registrable Securities that all Requesting Holders and
Joining Holders requested to be included in such Demand Registration; provided
that if, as a result of such pro-ration, any Requesting Holder or Joining Holder
shall not be entitled to include in a registration all Registrable Securities of
the class that such Holder had requested to be included, such Holder may elect
to withdraw its request to include such Registrable Securities in such
registration or may reduce the number requested to be included; provided,
however, that (a) such request must be made in writing prior to the earlier of
the execution of the underwriting agreement or the execution of the custody
agreement with respect to such registration and (b) such withdrawal or reduction
shall be irrevocable.

      2.6 Cancellation of Registration. A majority in interest of the
participating Holders shall the right to cancel a proposed Demand Registration
of Registrable Securities pursuant to this Article 2 when the request for
cancellation is based upon material adverse information relating to the Company
that is different from the information known to the participating Holders at the
time of the Demand Request. Such cancellation of a registration shall not be
counted as one of the three (3) Demand Registrations and notwithstanding
anything to the contrary in the Agreement, the Company shall be responsible for
the expenses of the participating Holders incurred in connection with the
registration through the date that is seven days after the time such information
became known to the participating Holders, to the extent such expenses are as
described in clauses (i) through (x) of the first sentence of Section 8 hereof.

                                      -7-


3. PIGGYBACK REGISTRATIONS.

      3.1 Holder Piggyback Registration. If the Company proposes to file a
registration statement under the Securities Act with respect to an offering of
any equity securities (except pursuant to registrations on Form S-4 or any
successor form or on Form S-8 or any successor form relating solely to
securities issued pursuant to any benefit plan) on a form that would permit
registration of Registrable Securities for sale to the public under the
Securities Act, then the Company shall give written notice of such proposed
filing to the Holders not less than 21 days before the anticipated filing date,
describing in reasonable detail the proposed registration (including the number
and class of securities proposed to be registered, the proposed date of filing
of such registration statement, any proposed means of distribution of such
securities, any proposed managing underwriter of such securities and a good
faith estimate by the Company of the proposed maximum offering price of such
securities as such price is proposed to appear on the facing page of such
registration statement), and offering such Holders the opportunity to register
such number of Registrable Securities of the same class as those being
registered by the Company as each such Holder may request. Upon the written
request of any Holder, received by the Company no later than 10 Business Days
after receipt by such Holder of the notice sent by the Company, to register, on
the same terms and conditions as the securities otherwise being sold pursuant to
such registration, any of such Holder's Registrable Securities of the same class
as those being registered (which request shall state the intended method of
disposition thereof if the securities otherwise being sold are being sold by
more than one method of disposition), the Company will use its reasonable
efforts to cause such Registrable Securities as to which registration shall have
been so requested to be included in the registration statement proposed to be
filed by the Company on the same terms and conditions as the securities
otherwise being sold pursuant to such registration; provided, however, that,
notwithstanding the foregoing, the Company may at any time, in its sole
discretion, without the consent of any other Holder, delay or abandon the
proposed offering in which any Holder had requested to participate pursuant to
this Section 3.1 or cease the filing (or obtaining or maintaining the
effectiveness) of or withdraw the related registration statement or other
governmental approvals, registrations or qualifications. In such event, the
Company shall so notify each Holder that had notified the Company in accordance
with this Section 3.1 of its intention to participate in such offering and the
Company shall incur no liability for its failure to complete any such offering.

                                      -8-


      3.2 Priority on Piggyback Registrations.

            (a) If the managing underwriter for the related underwritten
offering advises the Company in writing that the inclusion of such Registrable
Securities would cause an Adverse Effect, and the Company notifies the
requesting Holders in writing of such advice, then the Company will be obligated
to include in such registration statement only that number of Registrable
Securities which, in the judgment of the managing underwriter, would not have an
Adverse Effect; provided, however, that no such reduction shall reduce the
aggregate amount of Registrable Securities included in such registration
statement for the benefit of the requesting Holders to less than (i) prior to
such time as the Shelf Registration Statement is first declared effective, all
of the Registrable Securities requested by the Holders to be included in such
registration statement (subject to the maximum amount of the securities to be
sold in the related underwritten offering), and (ii) after such time as the
Shelf Registration Statement is first declared effective, fifty percent (50%) of
the total number of securities that are included in each such registration
statement thereafter. Any partial reduction in the number of Registrable
Securities to be included in a registration statement pursuant to the
immediately preceding sentence shall be affected pro rata based on the ratio
that the number of Registrable Securities that each such Holder requested to be
included in such registration statement bears to the total number of Registrable
Securities that all Holders requested to be included in such registration
statement.

            (b) Subject to the Company's compliance with its obligations under
this Article 3, if after a Demand Request by the Holders pursuant to Section 2.1
hereof the Company initiates a proposal to register an underwritten offering of
equity securities for its own account pursuant to this Article 3 and the Holders
will be afforded the right (whether or not exercised by the Holders) to include
Registrable Securities in such underwritten offering in accordance with and
subject to the provisions of this Article 3, then the proposed registration for
the account of the Company pursuant to this Article 3 shall be given priority in
all respects.

            (c) Subject to the Company's compliance with its obligations under
this Article 3, if prior to the filing or effectiveness of the Shelf
Registration Statement the Company initiates a proposal to register an
underwritten offering of equity securities for its own account pursuant to this
Article 3 and the Holders will be afforded the right (whether or not exercised
by the Holders) to include Registrable Securities in such underwritten offering
in accordance with and subject to the provisions of this Article 3, then the
proposed registration for the account of the Company pursuant to this Article 3
shall be given priority in all respects.

            (d) Notwithstanding the foregoing, until the nine month anniversary
of the date that the Shelf Registration Statement is first declared effective,
the Company will not initiate a proposal to register or otherwise conduct an
underwritten public offering of equity securities of the Company for its own
account unless the aggregate public offering price of such equity securities
(including any Registrable Securities included in such offering) is at least
$125.0 million.

      3.3 Withdrawals. Each Holder shall have the right to withdraw its request
for inclusion of its Registrable Securities in any registration statement
pursuant to this Article 3 by giving written notice to the Company of its
request to withdraw; provided, however, that (i) such

                                      -9-


request must be made in writing prior to the earlier of the execution of the
underwriting agreement or the execution of the custody agreement with respect to
such registration and (ii) such withdrawal shall be irrevocable.

      3.4 Underwritten Offerings.

            (a) In connection with the exercise of any registration rights
granted to Holders pursuant to this Article 3, if the registration is to be
effected by means of an underwritten offering, the Company may condition
participation in such registration by any such Holder upon inclusion of the
Registrable Securities being so registered in such underwriting and such
Holder's entering into an underwriting agreement pursuant to Section 6.2(d)
hereof.

            (b) With respect to any offering of Registrable Securities pursuant
to this Article 3 in the form of an underwritten offering, the Company shall
select an investment banking firm of national standing to be the managing
underwriter for the offering.

4. SHELF REGISTRATION.

      4.1 Shelf Registration Filing. Subject to the provisions contained in this
Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, within thirty (30) days
following the issuance by the Company's independent public accountants of their
audit report covering the Company's post-emergence "fresh-start" financial
statements (the "SHELF FILING DEADLINE"), the Company shall file with the
Commission a registration statement (the "SHELF REGISTRATION STATEMENT")
relating to the offer and sale of all Registrable Securities by the Holders to
the public, from time to time, on a delayed or continuous basis. The Company
shall use its reasonable best efforts to cause the Company's independent public
accountants to issue their audit report covering the Company's post-emergence
"fresh-start" financial statements as soon as practicable after the effective
date of the Plan and, subject to the provisions contained in this Section 4.1
and in Sections 3.2(c), 5.2 and 5.3 hereof, to cause the Shelf Registration
Statement to be declared effective by the Commission as soon as practicable
after the filing thereof with the Commission. The Shelf Registration Statement
shall specify the intended method of distribution of the subject Registrable
Securities substantially in the form of Exhibit A attached hereto. The Company
shall file the Shelf Registration Statement on Form S-3 or, if the Company or
the offering of the Registrable Securities does not satisfy the requirements for
use of such form, such other form as may be appropriate; provided, that if the
Shelf Registration Statement is not filed on Form S-3, the Company shall,
promptly upon meeting the requirements for use of such form, file an appropriate
amendment to the Shelf Registration Statement to convert it to Form S-3.
Notwithstanding the foregoing, subject to the Company's compliance with its
obligations under Article 3 hereof, (x) the Company will not be obligated to
take any action to effect the Shelf Registration Statement during the period
commencing with the Company's issuance of a notice of a proposed registration of
an underwritten offering of equity securities of the Company for its own account
(except pursuant to registrations on Form S-4 or any successor form or on Form
S-8 or any successor form relating solely to securities issued pursuant to any
benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while
the Company uses reasonable best efforts to pursue such registered underwritten
offering, and ending upon the earliest to occur of: (i) 45 days immediately
following the Company's issuance of the notice of such proposed registered
underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day

                                      -10-


period, the Company shall have filed the registration statement for such
proposed underwritten offering, or shall have issued a press release disclosing
such proposed underwritten offering pursuant to Rule 135 (or its successor)
promulgated under the Securities Act thereby enabling the Holders to sell their
Registrable Securities pursuant to the Shelf Registration Statement; (ii) the
abandonment, cessation or withdrawal of such proposed registered underwritten
offering; or (iii) 90 days immediately following the effective date of the
registration statement pertaining to such underwritten offering; and (y) the
Company will not be obligated to take any action to effect any amendment to the
Shelf Registration Statement during the period commencing on the effective date
of a registration statement for an underwritten offering of equity securities of
the Company for its own account (except pursuant to registrations on Form S-4 or
any successor form or on Form S-8 or any successor form relating solely to
securities issued pursuant to any benefit plan) and ending 90 days immediately
following the effective date of the registration statement pertaining to such
underwritten offering. If the Company issues a notice of a proposed underwritten
public offering of equity securities of the Company for its own account pursuant
to Section 3.1 hereof and subsequently abandons, ceases or withdraws such
offering, the Company will not issue a notice of a subsequent proposed
registration of an underwritten offering of equity securities of the Company for
its own account pursuant to Section 3.1 hereof until the Shelf Registration
Statement is first declared effective.

      4.2 Required Period and Shelf Registration Procedures. The Company shall
(i) cause the Shelf Registration Statement to include a resale prospectus
intended to permit each Holder to sell, at such Holder's election, all or part
of the Registrable Securities held by such Holder without restriction, (ii) use
its reasonable efforts to prepare and file with the Commission such supplements,
amendments and post-effective amendments to the Shelf Registration Statement as
may be necessary to keep the Shelf Registration Statement continuously effective
(subject to Section 3.2(c) and to any Suspension Period(s) referred to below)
for so long as the securities registered thereunder constitute Registrable
Securities (the "REQUIRED PERIOD"), and (iii) use its reasonable efforts to
cause the resale prospectus to be supplemented by any required prospectus
supplement (subject to Section 3.2(c) and to any Suspension Period(s) referred
to below).

5. STANDSTILL AND SUSPENSION PERIODS.

      5.1 Company Standstill Period. In the event of an underwritten public
offering of Registrable Securities on a firm commitment basis pursuant to
Section 2.1 hereof, the Company agrees not to, without the prior written consent
of the managing underwriter, offer, pledge, sell, contract to sell, grant any
option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any securities (except securities that may be held by
the Company for its own account under the relevant registration statement) that
are the same as, or similar to, the Registrable Securities, or any securities
convertible into, or exchangeable or exercisable for, any securities of the
Company that are the same as, or similar to, the Registrable Securities (except
pursuant to registrations on Form S-4 or any successor form, or otherwise in
connection with the acquisition of a business or assets of a business, a merger,
or an exchange offer for the securities of the issuer or another entity, or
pursuant to a Company dividend reinvestment plan, or for issuances of securities
pursuant to the conversion, exchange or exercise of then-outstanding convertible
or exchangeable securities, options, rights or warrants, or pursuant to
registrations on Form S-8 or any successor form or otherwise relating solely to
securities offered pursuant to any benefit plan), during the period commencing
15 days prior to the effective date of the registration

                                      -11-


statement relating to such Registrable Securities (to the extent timely notified
in writing by the Majority Participating Holders or the managing underwriter of
such distribution) and ending on the 90th day after such effective date (the
"COMPANY STANDSTILL PERIOD").

      5.2 Suspension Period. The Company may, by notice in writing to each
Holder, postpone the filing or effectiveness of the Shelf Registration Statement
or any other registration requested pursuant to this Agreement, or otherwise
suspend the Demand Registration rights of the Holders and/or require the Holders
to suspend use of any resale prospectus included in the Shelf Registration
Statement for any period of time determined by the Company if there shall occur
a Material Disclosure Event (such period, a "SUSPENSION PERIOD").
Notwithstanding anything herein to the contrary, the Company shall not be
entitled to more than four (4) Suspension Periods, which Suspension Periods
shall have durations of not more than thirty (30) days each (but may at the
Company's determination run consecutively for a given Material Disclosure
Event), during any consecutive 12 month period, and which Suspension Periods
shall not exceed more than ninety (90) days in the aggregate in any consecutive
12 month period; provided, however, that if the Company deems in good faith that
it is necessary to file a post-effective amendment to the Shelf Registration
Statement in order to comply with Section 4 hereof, then such period of time
from the date of filing such post-effective amendment until the date on which
the Shelf Registration Statement is declared effective by the Commission shall
not be treated as a Suspension Period and the Company shall use its reasonable
best efforts to cause such post-effective amendment to be declared effective as
promptly as possible. Each Holder agrees that, upon receipt of notice from the
Company of the occurrence of a Material Disclosure Event (a "SUSPENSION
NOTICE"), such Holder will forthwith discontinue any disposition of Registrable
Securities pursuant to the Shelf Registration Statement or any public sale or
distribution, including pursuant to Rule 144, until the earlier of (i) the
expiration of the Suspension Period and (ii) such Holder's receipt of a notice
from the Company to the effect that such suspension has terminated. Any
Suspension Notice shall be accompanied by a certificate of the Chief Executive
Officer, Chief Financial Officer, President or any Vice President of the Company
confirming the existence of the Material Disclosure Event. If so directed by the
Company, such Holder will deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in such Holder's possession, of
the most recent prospectus covering such Registrable Securities at the time of
receipt of such Suspension Notice. The Company covenants and agrees that it will
not deliver a Suspension Notice with respect to a Suspension Period unless
Company employees, officers and directors are also prohibited by the Company for
the duration of such Suspension Period from effecting any public sales of shares
of Common Stock beneficially owned by them. In the event of a Suspension Notice,
the Company shall, promptly after such time as the related Material Disclosure
Event no longer exists, provide notice to all Holders that the Suspension Period
has ended, and take any and all actions necessary or desirable to give effect to
any Holders' rights under this Agreement that may have been affected by such
notice, including the Holders' Demand Registration rights and rights with
respect to any Shelf Registration Statement.

      5.3 Holder Standstill Period. Each Holder of Registrable Securities
(whether or not such Registrable Securities are covered by the Shelf
Registration Statement or by a Registration Statement filed pursuant to Section
2.1 or 3.1 hereof) agrees to enter into a customary lock-up agreement with the
managing underwriter for any underwritten offering of the Company's equity
securities for its own account, containing terms reasonably acceptable to such
managing

                                      -12-


underwriter, covering the period commencing 15 days prior to the effective date
of any registration statement relating to such securities of the Company and
ending on the 90th day after such effective date (or such shorter period as
shall have been agreed to by the Company's executive officers and directors in
their respective lock-up agreements); provided, however, that the obligations of
each Holder under this Section 5.3 shall apply only if: (i) such Holder will be
afforded the right (whether or not exercised by the Holder) to include
Registrable Securities in such underwritten offering in accordance with and
subject to the provisions of Article 3 hereof; (ii) each of the Company's
executive officers and directors enter into lock-up agreements with such
managing underwriter, which agreements shall not contain terms more favorable to
such executive officers or directors than those contained in the lock-up
agreement entered into by such Holder; and (iii) the aggregate restriction
periods in such Holder's lock-up agreements entered into pursuant to this
Section 5.3 shall not exceed an aggregate of 180 days during any 365-day period.

6. REGISTRATION PROCEDURES.

      6.1 Company Obligations. Whenever the Company is required pursuant to this
Agreement to register Registrable Securities, it will (it being understood and
agreed that except as otherwise expressly set forth in this Article 6, if any
other provision of this Agreement is more favorable to the Holders than the
provisions of this Article 6, such other provision shall apply):

            (a) provide the Participating Holders with a reasonable opportunity
to review, and comment on, any registration statement to be prepared and filed
pursuant to this Agreement prior to the filing thereof with the Commission, and
make all changes thereto as any Participating Holder may request in writing to
the extent such changes are required, in the reasonable judgment of the
Company's counsel, by the Securities Act;

            (b) cause any such registration statement and the related prospectus
and any amendment or supplement thereto, as of the effective date of such
registration statement, amendment or supplement, (i) to comply in all material
respects with the applicable requirements of the Securities Act and the rules
and regulations of the Commission promulgated thereunder and (ii) not to contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;

            (c) furnish, at its expense, to the Participating Holders such
number of conformed copies of such registration statement and of each such
amendment thereto (in each case including all exhibits thereto, except that the
Company shall not be obligated to furnish to any such Participating Holder more
than two (2) copies of such exhibits), such number of copies of the prospectus
included in such registration statement (including each preliminary prospectus
and each supplement thereto), and such number of the documents, if any,
incorporated by reference in such registration statement or prospectus, as the
Participating Holders reasonably may request;

            (d) use its reasonable efforts to register or qualify the
Registrable Securities covered by such registration statement under such
securities or "blue sky" laws of the states of the United States as the
Participating Holders reasonably shall request, to keep such registration or
qualification in effect for so long as such registration statement remains in
effect, and to do

                                      -13-


any and all other acts and things that may be necessary or advisable to enable
the Participating Holders to consummate the disposition in such jurisdictions of
the Registrable Securities covered by such registration statement, except that
the Company shall not, for any such purpose, be required to qualify generally to
do business as a foreign corporation in any jurisdiction in which it is not
obligated to be so qualified, or to subject itself to material taxation in any
such jurisdiction, or to consent to general service of process in any such
jurisdiction; and use its reasonable efforts to obtain all other approvals,
consents, exemptions or authorizations from such securities regulatory
authorities or governmental agencies as may be necessary to enable such
Participating Holders to consummate the disposition of such Registrable
Securities;

            (e) promptly notify the Participating Holders, at any time when a
prospectus or prospectus supplement relating thereto is required to be delivered
under the Securities Act, upon discovery that, or upon the occurrence of any
event as a result of which, the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, which untrue statement or omission requires amendment
of the registration statement or supplementing of the prospectus, and, as
promptly as practicable (subject to Sections 3.2 and 5.2 hereof), prepare and
furnish, at its expense, to the Participating Holders a reasonable number of
copies of a supplement to such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that with respect to Registrable
Securities registered pursuant to such registration statement, each Holder
agrees that it will not enter into any transaction for the sale of any
Registrable Securities pursuant to such registration statement during the time
after the furnishing of the Company's notice that the Company is preparing a
supplement to or an amendment of such prospectus or registration statement and
until the filing and effectiveness thereof;

            (f) use its reasonable efforts to comply with all applicable rules
and regulations of the Commission, and make available to holders of its
securities, as soon as practicable, an earnings statement covering the period of
at least 12 months, but not more than 18 months, beginning with the first month
of the first fiscal quarter after the effective date of such registration
statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder;

            (g) provide, and cause to be maintained, a transfer agent and
registrar for the Registrable Securities covered by such registration statement
(which transfer agent and registrar shall, at the Company's option, be the
Company's existing transfer agent and registrar) from and after a date not later
than the effective date of such registration statement;

            (h) notify the Participating Holders and the managing underwriter,
if any, promptly, and (if requested by any such Person) confirm such notice in
writing, (i) when a registration statement, prospectus, prospectus supplement or
post-effective amendment related to such registration statement has been filed,
and, with respect to such registration statement or any post-effective amendment
thereto, when the same has become effective, (ii) of any request by the

                                      -14-


Commission or any other federal or state governmental authority for amendments
or supplements to such registration statement or related prospectus, (iii) of
the issuance by the Commission or any other federal or state governmental
authority of any stop order suspending the effectiveness of such registration
statement or the initiation of any proceedings for that purpose and (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose;

            (i) use its reasonable best efforts to obtain the withdrawal of any
order suspending the effectiveness of such registration statement, or the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction, as soon as
practicable;

            (j) in the event of an underwritten public offering of Registrable
Securities pursuant to Section 2.1 hereof, enter into customary agreements
(including underwriting agreements in customary form, which may include, in the
case of an underwritten offering on a firm commitment basis, "lock-up"
obligations substantially similar to Section 5.1 hereof) and take such other
actions (including using its reasonable efforts to make such road show
presentations and otherwise engaging in such reasonable marketing support in
connection with any such underwritten offering, including the obligation to make
its executive officers available for such purpose if so requested by the
managing underwriter for such offering) as are reasonably requested by the
managing underwriter in order to expedite or facilitate the sale of such
Registrable Securities;

            (k) make available for inspection by each Participating Holder, any
underwriter participating in any disposition pursuant to such registration, and
any attorney, accountant or other agent retained by such Participating Holder or
any such underwriter (collectively, the "INSPECTORS"), all financial and other
records, pertinent corporate documents and properties of the Company and any of
its subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary
to enable them to exercise their due diligence responsibility, and cause the
officers, directors and employees of the Company to supply all information
reasonably requested by any such Inspector in connection with such registration,
provided, however, that (i) in connection with any such inspection, any such
Inspectors shall cooperate to the extent reasonably practicable to minimize any
disruption to the operation by the Company of its business and shall comply with
all Company site safety rules, (ii) Records and information obtained hereunder
shall be used by such Inspectors only to exercise their due diligence
responsibility and (iii) Records or information furnished or made available
hereunder shall be kept confidential and shall not be disclosed by such
Participating Holder, underwriter or Inspectors unless (A) the disclosing party
advises the other party that the disclosure of such Records or information is
necessary to avoid or correct a misstatement or omission in a registration
statement or is otherwise required by law, (B) the release of such Records or
information is ordered pursuant to a subpoena or other order from a court or
governmental authority of competent jurisdiction (provided that such person
shall use its reasonable efforts to provide the Company with prior written
notice of such requirement to afford the Company with an opportunity to seek a
protective order or other appropriate remedy in response) or (C) such Records or
information otherwise become generally available to the public other than
through disclosure by such Participating Holder, underwriter or Inspector in
breach hereof or by any Person in breach of any other confidentiality
arrangement;

                                      -15-


            (l) in connection with any registration of an underwritten offering
of Registrable Securities hereunder, use all reasonable efforts to furnish to
each Participating Holder and to the managing underwriter, if any, a signed
counterpart, addressed to such Participating Holder and the managing
underwriter, if any, of (i) an opinion or opinions of counsel to the Company and
(ii) a comfort letter or comfort letters from the Company's independent public
accountants pursuant to Statement on Auditing Standards No. 72 (or any successor
thereto), each in customary form and covering such matters of the type
customarily covered by opinions or comfort letters, as the case may be, as each
such Participating Holder and the managing underwriter, if any, reasonably
requests;

            (m) in connection with any registration of an underwritten offering
of Registrable Securities hereunder, provide officers' certificates and other
customary closing documents;

            (n) reasonably cooperate with each seller of Registrable Securities
and any underwriter in the disposition of such Registrable Securities and with
underwriters' counsel, if any, in connection with any filings required to be
made with the National Association of Securities Dealers, Inc. (the "NASD"); and

            (o) use its reasonable efforts to cause all such Registrable
Securities to be listed on each securities exchange on which securities of the
same class issued by the Company are then listed.

      6.2 Holder Obligations. Each Holder agrees:

            (a) that it shall furnish to the Company such information regarding
such Holder and the plan and method of distribution of Registrable Securities
intended by such Holder (i) as the Company may, from time to time, reasonably
request in writing and (ii) as shall be required by law or by the Commission in
connection therewith;

            (b) that information obtained by it or by its Inspectors shall be
deemed confidential and shall not be used by it as the basis for any market
transactions in the securities of the Company or its Affiliates unless and until
such information is made generally available to the public;

            (c) to use its reasonable efforts, prior to making any disclosure
allowed by Section 6.1(k)(iii)(A) or (B) hereof, to inform the Company that such
disclosure is necessary to avoid or correct a misstatement or omission in the
registration statement or ordered pursuant to a subpoena or other order from a
court or governmental authority of competent jurisdiction or otherwise required
by law; and

            (d) in the case of an underwritten offering of Registrable
Securities pursuant to this Agreement, if requested by the managing underwriter,
to enter into an underwriting agreement with the underwriters for such offering
containing such representations and warranties by each Holder and such other
terms and provisions as are customarily contained in such underwriting
agreements, including customary indemnity and contribution provisions and
"lock-up" obligations substantially similar to Section 5.3 hereof.

                                      -16-


7. INDEMNIFICATION.

      7.1 Indemnification by the Company. In the event of any registration of
any Registrable Securities under the Securities Act pursuant to this Agreement,
the Company shall indemnify and hold harmless (i) each Holder and its
Affiliates, (ii) any selling agent selected by the Holders with respect to such
Registrable Securities, and (iii) each Person who controls any Holder or such
Affiliate, or selling agent, including directors and officers thereof (each such
Person being sometimes referred to as an "INDEMNIFIED PERSON"), within the
meaning of Section 15 of the Securities Act, against any losses, claims,
damages, expenses or liabilities, joint or several (each a "LOSS" and
collectively "LOSSES"), to which such Indemnified Person may become subject
under the Securities Act or otherwise, to the extent that such Losses (or
related actions or proceedings) arise out of or are based upon (A) any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement in which such Registrable Securities were included for
registration under the Securities Act, or any preliminary prospectus or any
final prospectus included in such registration statement (or any amendment or
supplement to such registration statement or prospectus) or (B) any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; and the Company agrees to reimburse such
Indemnified Person for any legal or other expenses reasonably incurred by it in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall have no
obligation to provide any indemnification or reimbursement hereunder (i) to the
extent that any such Losses (or actions or proceedings in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, preliminary
prospectus, final prospectus, amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by the Holder, or
on the Holder's behalf, specifically for inclusion, respectively, in such
registration statement, preliminary prospectus, final prospectus, amendment or
supplement, or (ii) in the case of a sale directly by a Holder of Registrable
Securities (including a sale of such Registrable Securities through any
underwriter retained by such Holder engaging in a distribution solely on behalf
of such Holder), to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was contained in a preliminary
prospectus and corrected in a final, amended or supplemented prospectus provided
to such Holder prior to the confirmation of the sale of the Registrable
Securities to the person asserting any such Loss, and such Holder failed to
deliver a copy of the final, amended or supplemented prospectus at or prior to
such confirmation of sale in any case in which such delivery is required by the
Securities Act, or (iii) in the case of a sale directly by a Holder of
Registrable Securities (including a sale of such Registrable Securities through
any underwriter retained by such Holder engaging in a distribution solely on
behalf of such Holder), to the extent that such untrue statement or alleged
untrue statement or omission or alleged omission was contained in a final
prospectus but was corrected in an amended or supplemented final prospectus
provided to such Holder prior to the confirmation of the sale of the Registrable
Securities to the person asserting any such Loss, and such Holder failed to
deliver a copy of the amended or supplemented final prospectus at or prior to
such confirmation of sale in any case in which such delivery is required by the
Securities Act. The indemnity provided in this Section 7.1 shall survive the
transfer of the Registrable Securities by the Holder or any such other Persons.

                                      -17-


      7.2 Indemnification by the Holders. In the event of any registration of
any Registrable Securities under the Securities Act pursuant to this Agreement,
each Holder shall indemnify and hold harmless (in the same manner and to the
same extent as set forth in Section 7.1 hereof) the Company, each director and
officer of the Company and each other Person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act (each such person being
sometimes referred to as a "COMPANY INDEMNIFIED PERSON"), against Losses to
which the Company or any such Persons may become subject under the Securities
Act or otherwise, to the extent that such losses (or related actions or
proceedings) arise out of or are based upon (A) any untrue statement or alleged
untrue statement of any material fact contained in any registration statement in
which Registrable Securities were included for registration under the Securities
Act, or any preliminary prospectus or any final prospectus included in such
registration statement (or any amendment or supplement to such registration
statement or prospectus), or (B) any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, in each case, only to the extent that such untrue statement or
alleged untrue statement or omission or alleged omission was made in such
registration statement, preliminary prospectus, final prospectus, amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by such Holder, or on such Holder's behalf, specifically for
inclusion, respectively, in such registration statement, preliminary prospectus,
final prospectus, amendment or supplement; and each Holder agrees to reimburse
such Company Indemnified Person for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that a Holder's
aggregate liability under this Agreement shall be limited to an amount equal to
the net proceeds (after deducting the underwriter's discount but before
deducting expenses) received by such Holder from the sale of such Holder's
Registrable Securities pursuant to such registration.

      7.3 Notice of Claims, Etc. Promptly after receipt by any Person entitled
to indemnity under Section 7.1 or 7.2 hereof (an "INDEMNITEE") of notice of the
commencement of any action or proceeding (an "ACTION") involving a claim
referred to in such Sections, such Indemnitee shall, if indemnification is
sought against an indemnifying party, give written notice to such indemnifying
party of the commencement of such Action; provided, however, that the failure of
any Indemnitee to give said notice shall not relieve the indemnifying party of
its obligations under Sections 7.1 or 7.2 hereof, except to the extent that the
indemnifying party is actually prejudiced by such failure. In case an Action is
brought against any Indemnitee, and such Indemnitee notifies the indemnifying
party of the commencement thereof, each indemnifying party shall be entitled to
participate therein and, to the extent it elects to do so by written notice
delivered to the Indemnitee promptly after receiving the aforesaid notice, to
assume the defense thereof with counsel reasonably satisfactory to such
Indemnitee. Notwithstanding the foregoing, the Indemnitee shall have the right
to employ its own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such Indemnitee, unless (i) the employment of
such counsel shall have been authorized in writing by the indemnifying party,
(ii) the indemnifying party shall not have employed counsel to take charge of
the defense of such Action, reasonably promptly after notice of the commencement
thereof or (iii) such Indemnitee reasonably shall have concluded that there may
be defenses available to it which are different from or additional to those
available to the indemnifying party which, if the indemnifying party and the
Indemnitee were to be represented by the same counsel, could result in a
conflict of

                                      -18-


interest for such counsel or materially prejudice the prosecution of the
defenses available to such Indemnitee. If any of the events specified in clauses
(i), (ii) or (iii) of the preceding sentence shall have occurred or otherwise
shall be applicable, then the fees and expenses of counsel for the Indemnitee
shall be borne by the indemnifying party; it being understood, however, that the
indemnifying party shall not, in connection with any one such claim or
proceeding, or separate but substantially similar or related claims or
proceedings arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time for all Indemnitees
hereunder, or for fees and expenses that are not reasonable. Anything in this
Section 7.3 to the contrary notwithstanding, an indemnifying party shall not be
liable for the settlement of any action effected without its prior written
consent (which consent shall not unreasonably be withheld or delayed), but if
settled with the prior written consent of the indemnifying party, or if there
shall be a final judgment adverse to the Indemnitee, the indemnifying party
agrees to indemnify the Indemnitee from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party shall, without the
prior consent of the Indemnitee (which consent shall not be unreasonably
withheld or delayed), consent to entry of any judgment or enter into any
settlement or compromise, with respect to any pending or threatened action or
claim in respect of which the Indemnitee would be entitled to indemnification or
contribution hereunder (whether or not the Indemnitee is an actual party to such
action or claim), which (i) does not include as a term thereof the unconditional
release of the Indemnitee from all liability in respect of such action or claim
or (ii) includes an admission of fault, culpability or a failure to act by or on
behalf of the Indemnitee.

      7.4 Contribution. If the indemnification provided for in this Article 7 is
unavailable or insufficient to hold harmless an Indemnitee in respect of any
Losses, then each indemnifying party shall, in lieu of indemnifying such
Indemnitee, contribute to the amount paid or payable by such Indemnitee as a
result of such Losses in such proportion as appropriate to reflect the relative
fault of the indemnifying party, on the one hand, and the Indemnitee, on the
other hand, which relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by such Indemnitee or indemnifying party, and such parties' relative
intent, knowledge, access to information and opportunity to correct or mitigate
the damage in respect of or prevent the untrue statement or omission giving rise
to such indemnification obligation; provided, however, that a Holder's aggregate
liability under this Section 7.4 shall be limited to an amount equal to the net
proceeds (after deducting the underwriter's discount but before deducting
expenses) received by such Holder from the sale of such Holder's Registrable
Securities pursuant to such registration. The parties hereto agree that it would
not be just and equitable if contributions pursuant to this Section 7.4 were
determined solely by pro rata allocation or by any other method of allocation
which did not take account of the equitable considerations referred to above. No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who is not guilty of such fraudulent misrepresentation.

      7.5 Indemnification Payments; Other Remedies.

            (a) Periodic payments of amounts required to be paid pursuant to
this Article 7 shall be made during the course of the investigation or defense,
as and when reasonably itemized

                                      -19-


bills therefor are delivered to the indemnifying party in respect of any
particular Loss as incurred.

            (b) The remedies provided in this Article 7 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to an
Indemnitee at law or in equity.

8. REGISTRATION EXPENSES.

      In connection with any offerings pursuant to a registration statement
hereunder, the Company will pay (i) all registration and filing fees, (ii) all
fees and expenses of compliance with state securities or "blue sky" laws
(including reasonable fees and disbursements of counsel in connection with "blue
sky" laws qualifications of the Registrable Securities), (iii) printing and
duplicating expenses, (iv) internal expenses of the Company (including all
salaries and expenses of its officers and employees performing legal or
accounting duties), (v) fees and disbursements of counsel for the Company and
fees and expenses of independent certified public accountants retained by the
Company (including the expenses of any comfort letters or costs associated with
the delivery by independent certified public accountants of a comfort letter or
comfort letters or with any required special audits), (vi) the reasonable fees
and expenses of any special experts retained by the Company, (vii) fees and
expenses in connection with any review of underwriting arrangements by the NASD,
including fees and expenses of any "qualified independent underwriter" in
connection with an underwritten offering, (viii) reasonable fees and expenses of
not more than one counsel for the Participating Holders (as a group), (ix) fees
and expenses in connection with listing, if applicable, the Registrable
Securities on a securities exchange or the Nasdaq National Market, and (x) all
duplicating, distribution and delivery expenses. In connection any offerings
pursuant to a registration statement, each Participating Holder will pay (i) any
underwriting fees, discounts or commissions attributable to the sale of
Registrable Securities by such Participating Holder in connection with an
underwritten offering; (ii) any out-of-pocket expenses of such Participating
Holder including any fees and expenses of counsel to such Participating Holder
(other than as set forth in clause (viii) of the immediately preceding
sentence); and (iii) any applicable transfer taxes.

9. RULE 144.

      With a view to making available to the Holders the benefits of Rule 144
and any other similar rule or regulation of the Commission that may at any time
permit a Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form S-3, the Company covenants
that, from and after the Shelf Filing Deadline and for so long as it is subject
to Section 13 or 15(d) of the Exchange Act thereafter, it shall use its
reasonable efforts to file in a timely manner all reports required to be filed
by it under the Exchange Act, and that it shall comply with the requirements of
Rule 144(c), as such Rule may be amended from time to time (or any similar rule
or regulation hereafter adopted by the Commission), regarding the availability
of current public information to the extent required to enable any Holder to
sell Registrable Securities without registration under the Securities Act
pursuant to the resale provisions of Rule 144 (or any similar rule or
regulation). Upon the request of any Holder, the Company will promptly deliver
to such Holder a written statement as to whether it has complied with such
requirements and, upon such Holder's compliance with the applicable provisions
of Rule 144 and its delivery of such documents and certificates as the Company's
transfer agent

                                      -20-


may reasonably request in connection therewith, will take such reasonable action
as may be required (including using its reasonable efforts to cause legal
counsel to issue an appropriate opinion) to cause its transfer agent to
effectuate any transfer of Registrable Securities properly requested by such
Holder, in accordance with the terms and conditions of Rule 144.

10. MISCELLANEOUS.

      10.1 Notice Generally. Any notice, demand, request, consent, approval,
declaration, delivery or other communication hereunder to be made pursuant to
the provisions of this Agreement shall be deemed sufficiently given or made if
in writing and signed by the party making the same, and either delivered in
person with receipt acknowledged or sent by registered or certified mail, return
receipt requested, postage prepaid, or by telecopy and confirmed by telecopy
answerback, addressed, if to any Holder, at the address of such Holder as set
forth on the signature pages hereto, with copies to

                               Andrews Kurth LLP
                               450 Lexington Avenue
                               New York, New York 10017
                               Attn:  Paul N. Silverstein, Esq.
                                      Richard Baumfield, Esq.
                               Telephone:  (212) 850-2819
                               Facsimile:  (212) 850-2929

and if to the Company, at

                               Leap Wireless International, Inc.
                               10307 Pacific Center Court
                               San Diego, CA 92121
                               Attn:  General Counsel
                               Telephone:  (858) 882-6000
                               Facsimile:  (858) 882-6080

                               With copies to:

                               Latham & Watkins LLP
                               12636 High Bluff Drive, Suite 300
                               San Diego, CA 92130
                               Attn: Barry Clarkson, Esq.
                               Telephone:  (858) 523-5400
                               Facsimile:  (858) 523-5450

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery or other

                                      -21-


communication hereunder shall be deemed to have been duly given or served on the
date on which personally delivered, with receipt acknowledged, telecopied and
confirmed by telecopy answerback or three (3) Business Days after the same shall
have been deposited in the United States mail (by registered or certified mail,
return receipt requested, postage prepaid), whichever is earlier.

      10.2 Successors and Assigns. This Agreement may not be assigned by any
Holder other than to a Permitted Assignee (provided such Permitted Assignee
agrees in writing to be bound by the terms of this Agreement), whereupon such
Permitted Assignee shall be deemed to be a Holder for all purposes of this
Agreement. Subject to the preceding sentence, this Agreement shall be binding
upon and inure to the benefit of the parties hereto and all successors to the
Company and the Holders.

      10.3 Amendments; Waivers. This Agreement may be amended or modified only
by a written agreement signed by the Company and Holders of a majority of the
Registrable Securities then outstanding. No provision of this Agreement may be
waived except pursuant to a writing signed by the Company and Holders of a
majority of the Registrable Securities then outstanding.

      10.4 Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

      10.5 Headings. The headings used in this Agreement are for the convenience
of reference only and shall not, for any purpose, be deemed a part of this
Agreement.

      10.6 Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED
EXCLUSIVELY BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK. Each party to this Agreement hereby irrevocably agrees that any
legal action or proceeding arising out of or relating to this Agreement or any
agreements or transactions contemplated hereby may be brought in the courts of
the State of New York or of the United States of America for the Southern
District of New York and hereby expressly submits to the personal jurisdiction
and venue of such courts for the purposes thereof and expressly waives any claim
of improper venue and any claim that such courts are an inconvenient forum. Each
party hereby irrevocably consents to the service of process of any of the
aforementioned courts in any such suit, action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to the address
set forth in Section 10.1 hereof, such service to become effective 10 days after
such mailing.

      10.7 Counterparts and Facsimile Execution. This Agreement may be executed
in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute one and the same instrument. This Agreement may be executed by
facsimile signatures.

                                      -22-


      10.8 Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and the Holders in respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject matter of this
Agreement.

      10.9 Further Assurances. Each of the parties hereto shall execute such
documents and perform such further acts as may be reasonably required or
desirable to carry out or to perform the provisions of this Agreement.

                  [Remainder of page intentionally left blank.]

                                      -23-


      IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed and delivered as of the date first above
written.

                                 LEAP WIRELESS INTERNATIONAL, INC.

                                 By  /s/ Robert J. Irving, Jr.
                                     Name:  Robert J. Irving , Jr.
                                     Title: Senior Vice President

                                 MHR INSTITUTIONAL PARTNERS II LP
                                 MHR INSTITUTIONAL PARTNERS IIA LP
                                 BY MHR INSTITUTIONAL HOLDINGS LLC, ITS GP

                                 By /s/ H. Goldstein
                                    Name:  H. Goldstein
                                    Title: Authorized Signatory

                                 HIGHLAND CAPITAL MANAGEMENT, L.P.

                                 By   /s/ Mark Okada
                                      Name:  Mark Okada
                                      Title: Chief Investment Officer

     [Signature Page to Amended and Restated Registration Rights Agreement]



                                    EXHIBIT A

                              PLAN OF DISTRIBUTION

      The selling securityholders, or their pledgees, donees, transferees, or
any of their successors in interest selling shares received from a named selling
securityholder as a gift, partnership distribution or other non-sale-related
transfer after the date of this prospectus (all of whom may be selling
securityholders), may sell the securities from time to time on any stock
exchange or automated interdealer quotation system on which the securities are
listed, in the over-the-counter market, in privately negotiated transactions or
otherwise, at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to prevailing market prices or at prices
otherwise negotiated. The selling securityholders may sell the securities by one
or more of the following methods, without limitation:

      (a) block trades in which the broker or dealer so engaged will attempt to
sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction;

      (b) purchases by a broker or dealer as principal and resale by the broker
or dealer for its own account pursuant to this prospectus;

      (c) an exchange distribution in accordance with the rules of any stock
exchange on which the securities are listed;

      (d) ordinary brokerage transactions and transactions in which the broker
solicits purchases;

      (e) privately negotiated transactions;

      (f) short sales;

      (g) through the writing of options on the securities, whether or not the
options are listed on an options exchange;

      (h) through the distribution of the securities by any selling
securityholder to its partners, members or stockholders;

      (i) one or more underwritten offerings on a firm commitment or best
efforts basis; and

      (j) any combination of any of these methods of sale.

      The selling securityholders may also transfer the securities by gift. We
do not know of any arrangements by the selling securityholders for the sale of
any of the securities.

      The selling securityholders may engage brokers and dealers, and any
brokers or dealers may arrange for other brokers or dealers to participate in
effecting sales of the securities. These brokers, dealers or underwriters may
act as principals, or as an agent of a selling securityholder. Broker-dealers
may agree with a selling securityholder to sell a specified number of the



securities at a stipulated price per security. If the broker-dealer is unable to
sell securities acting as agent for a selling securityholder, it may purchase as
principal any unsold securities at the stipulated price. Broker-dealers who
acquire securities as principals may thereafter resell the securities from time
to time in transactions on any stock exchange or automated interdealer quotation
system on which the securities are then listed, at prices and on terms then
prevailing at the time of sale, at prices related to the then-current market
price or in negotiated transactions. Broker-dealers may use block transactions
and sales to and through broker-dealers, including transactions of the nature
described above. The selling securityholders may also sell the securities in
accordance with Rule 144 under the Securities Act of 1933, as amended, rather
than pursuant to this prospectus, regardless of whether the securities are
covered by this prospectus.

      From time to time, one or more of the selling securityholders may pledge,
hypothecate or grant a security interest in some or all of the securities owned
by them. The pledgees, secured parties or persons to whom the securities have
been hypothecated will, upon foreclosure in the event of default, be deemed to
be selling securityholders. As and when a selling securityholder takes such
actions, the number of securities offered under this prospectus on behalf of
such selling securityholder will decrease. The plan of distribution for that
selling securityholder's securities will otherwise remain unchanged. In
addition, a selling securityholder may, from time to time, sell the securities
short, and, in those instances, this prospectus may be delivered in connection
with the short sales and the securities offered under this prospectus may be
used to cover short sales.

      To the extent required under the Securities Act of 1933, as amended, the
aggregate amount of selling securityholders' securities being offered and the
terms of the offering, the names of any agents, brokers, dealers or underwriters
and any applicable commission with respect to a particular offer will be set
forth in an accompanying prospectus supplement. Any underwriters, dealers,
brokers or agents participating in the distribution of the securities may
receive compensation in the form of underwriting discounts, concessions,
commissions or fees from a selling securityholder and/or purchasers of selling
securityholders' securities for whom they may act (which compensation as to a
particular broker-dealer might be in excess of customary commissions).

      The selling securityholders and any underwriters, brokers, dealers or
agents that participate in the distribution of the securities may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended,
and any discounts, concessions, commissions or fees received by them and any
profit on the resale of the securities sold by them may be deemed to be
underwriting discounts and commissions.

      A selling securityholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the
securities in the course of hedging the positions they assume with that selling
securityholder, including, without limitation, in connection with distributions
of the securities by those broker-dealers. A selling securityholder may enter
into option or other transactions with broker-dealers that involve the delivery
of the securities offered hereby to the broker-dealers, who may then resell or
otherwise transfer those securities. A selling securityholder may also loan or
pledge the securities offered hereby to a broker-dealer and the broker-dealer
may sell the securities offered hereby so loaned or upon a default may sell or
otherwise transfer the pledged securities offered hereby.



      A selling securityholder may enter into derivative transactions with third
parties, or sell securities not covered by this prospectus to third parties in
privately negotiated transactions. If the applicable prospectus supplement
indicates, in connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement,
including in short sale transactions. If so, the third party may use securities
pledged by the selling securityholder or borrowed from the selling
securityholder or others to settle those sales or to close out any related open
borrowings of stock, and may use securities received from the selling
securityholder in settlement of those derivatives to close out any related open
borrowings of stock. The third party in such sale transactions will be an
underwriter and, if not identified in this prospectus, will be identified in the
applicable prospectus supplement (or a post-effective amendment).

      The selling securityholders and other persons participating in the sale or
distribution of the securities will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, including Regulation M. This regulation may limit the timing of
purchases and sales of any of the securities by the selling securityholders and
any other person. The anti-manipulation rules under the Securities Exchange Act
of 1934 may apply to sales of securities in the market and to the activities of
the selling securityholders and their affiliates. Furthermore, Regulation M may
restrict the ability of any person engaged in the distribution of the securities
to engage in market-making activities with respect to the particular securities
being distributed for a period of up to five business days before the
distribution. These restrictions may affect the marketability of the securities
and the ability of any person or entity to engage in market-making activities
with respect to the securities.

      We have agreed to indemnify in certain circumstances the selling
securityholders and any brokers, dealers and agents (who may be deemed to be
underwriters), if any, of the securities covered by the registration statement,
against certain liabilities, including liabilities under the Securities Act of
1933, as amended. The selling securityholders have agreed to indemnify us in
certain circumstances against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.

      The securities offered hereby were originally issued to the selling
securityholders pursuant to an exemption from the registration requirements of
the Securities Act of 1933, as amended. We agreed to register the securities
under the Securities Act of 1933, as amended, and to keep the registration
statement of which this prospectus is a part effective for a specified period of
time. We have agreed to pay all expenses in connection with this offering,
including the fees and expenses of counsel to the selling securityholders, but
not including underwriting discounts, concessions, commissions or fees of the
selling securityholders.

      We will not receive any proceeds from sales of any securities by the
selling securityholders.

      We cannot assure you that the selling securityholders will sell all or any
portion of the securities offered hereby.