Leap Announces Pricing of $220 Million in Convertible Senior Notes

SAN DIEGO--(Business Wire)--
Leap Wireless International, Inc. (NASDAQ:LEAP), a leading
provider of innovative and value-driven wireless communications
services, today announced the pricing of its offering of $220 million
in aggregate principal amount of its convertible senior notes due 2014
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended. Leap granted the initial
purchasers of the notes an option to purchase up to an additional $30
million in aggregate principal amount of the notes to cover
overallotments. The closing of the sale of the notes, which is subject
to customary conditions, is expected to occur on June 25, 2008.

The notes will be Leap's unsecured and unsubordinated obligations,
will pay interest semiannually at a rate of 4.50% per annum, and will
be convertible into shares of Leap's common stock. Upon conversion,
holders of the notes will receive a number of shares of common stock
equal to the base conversion rate plus, if the applicable stock price
exceeds the base conversion price, additional shares of Leap common
stock will be issued based on a formula described in the offering
memorandum. The initial base conversion price of the notes is
approximately $93.21, based on the initial base conversion rate of
10.7290 shares of common stock per $1,000 principal amount of notes.
The base conversion price represents a premium of 77.5% to the closing
price of Leap's common stock on June 19, 2008, of $52.51 per share.
Leap will not have the right to redeem the notes prior to maturity.
Holders of the notes will have the right to require Leap to repurchase
for cash all or some of their notes upon the occurrence of certain
fundamental change transactions.

Net proceeds from the offering will be used for working capital
and other general corporate purposes, including the build-out of new
markets, the expansion of Leap's footprint in its existing markets and
the development of its broadband initiative.

The notes and the shares of Leap common stock issuable upon
conversion of the notes have not been registered under the Securities
Act or any state securities laws and may not be offered or sold in the
United States without registration or an applicable exemption from
registration requirements.

This press release is neither an offer to sell nor the
solicitation of an offer to buy the notes or any other securities and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which, or to any persons to whom, such an offer,
solicitation or sale is unlawful. Offers of the notes were made only
by means of an offering memorandum. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities Act.

Forward-Looking Statements

This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
Such statements reflect management's current expectations based on
currently available operating, financial and competitive information,
but are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those anticipated in or
implied by the forward-looking statements. Our forward-looking
statements include discussions of our plans to expand our business and
are generally identified with words such as "believe," "expect,"
"intend," "plan," "could," "may" and similar expressions. Risks,
uncertainties and assumptions that could affect our forward-looking
statements include, among other things:

-- our ability to attract and retain customers in an extremely
competitive marketplace;

-- changes in economic conditions, including interest rates,
consumer credit conditions, unemployment and other
macro-economic factors that could adversely affect demand for
the services we provide;

-- the impact of competitors' initiatives;

-- our ability to successfully implement product offerings and
execute effectively on our planned coverage expansion,
launches of markets we acquired in the FCC's auction for
Advanced Wireless Services, or Auction #66, expansion of our
mobile broadband product offering and other strategic
activities;

-- our ability to obtain roaming services from other carriers at
cost-effective rates;

-- our ability to maintain effective internal control over
financial reporting;

-- delays in our market expansion plans, including delays
resulting from any difficulties in funding such expansion
through our existing cash, cash generated from operations, or
additional capital, or delays by existing U.S. government and
other private sector wireless operations in clearing the
Advanced Wireless Services spectrum, some of which users are
permitted to continue using the spectrum for several years;

-- our ability to attract, motivate and retain an experienced
workforce;

-- our ability to comply with the covenants in our senior secured
credit facilities, the indenture governing our 9.375% senior
notes due 2014, the indenture governing the notes referred to
herein and in any future credit agreement, indenture or
similar instrument;

-- failure of our network or information technology systems to
perform according to expectations; and

-- other factors detailed in the section entitled "Risk Factors"
included in our periodic reports filed with the SEC, including
our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2008.

All forward-looking statements included in this news release
should be considered in the context of these risks. We undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. Investors and prospective investors are cautioned not to
place undue reliance on our forward-looking statements.

Leap is a U.S. registered trademark and the Leap logo is a
trademark of Leap. Cricket, Jump, the Cricket "K" and Flex Bucket are
U.S. registered trademarks of Cricket. In addition, the following are
trademarks or service marks of Cricket: BridgePay, Cricket By Week,
Cricket Choice, Cricket Connect and Cricket Nation. All other
trademarks are the property of their respective owners.

Leap Contacts:
Greg Lund, Media Relations
858-882-9105
glund@leapwireless.com
or
Amy Wakeham, Investor Relations
858-882-6084
awakeham@leapwireless.com

Copyright Business Wire 2008