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                                                                     EXHIBIT 2.1
                      IN THE UNITED STATES BANKRUPTCY COURT
                     FOR THE SOUTHERN DISTRICT OF CALIFORNIA

IN RE:                                                    CHAPTER 11 CASE NO.
                                                          03-3470-ALL THROUGH
                                                          03-3535-ALL
LEAP WIRELESS INTERNATIONAL, INC.,                        (JOINTLY ADMINISTERED)
CRICKET COMMUNICATIONS, INC., ET AL.,

                 DEBTORS.
                   FIFTH AMENDED JOINT PLAN OF REORGANIZATION
                            DATED AS OF JULY 30, 2003

                      (AS AMENDED TO REFLECT ALL SUBSEQUENT
                 TECHNICAL MODIFICATIONS APPROVED BY THE COURT)

                                        LATHAM & WATKINS
                                        Michael S. Lurey
                                        Robert A. Klyman
                                        Eric D. Brown
                                        633 West Fifth Street, Suite 4000
                                        Los Angeles, California 90071

                                        Counsel for Debtors and
                                        Debtors-in-Possession

Dated: July 30, 2003
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<TABLE>
<S>                                                                                                            <C>
ARTICLE I. INTRODUCTION................................................................................         3

ARTICLE II. DEFINITION OF TERMS AND RULES OF INTERPRETATION............................................         6

    Section 2.01   Definition of Terms.................................................................         6
    Section 2.02   Interpretation And Computation Of Time..............................................        28

ARTICLE III. CLASSIFICATION OF CLAIMS AND INTERESTS....................................................        29

    Section 3.01   Unclassified Claims (Applicable to All Debtors).....................................        44
    Section 3.02   Treatment of Classified Claims Against and Interests in Leap........................        49
    Section 3.03   Treatment of Classified Claims Against and Interests in CCH.........................        51
    Section 3.04   Treatment of Classified Claims Against and Interests in Cricket.....................        53
    Section 3.05   Treatment of Classified Claims Against and Interests in License Holding Companies
                   (applicable to each License Holding Company)........................................        54
    Section 3.06   Treatment of Classified Claims Against and Interests in Property Holding Companies
                   (applicable to each Property Holding Company).......................................        56
    Section 3.07   Treatment of Classified Claims Against and Interests in Other Subsidiaries
                   (applicable to each Other Subsidiary)...............................................        57
    Section 3.08   Treatment of Lucent's Claims........................................................        59
    Section 3.09   Treatment of Nortel's Claims........................................................        59

ARTICLE IV. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES......................................        60

    Section 4.01   Assumption and Cure.................................................................        60
    Section 4.02   Rejection and Damages...............................................................        62

ARTICLE V. MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN..........................................        63

    Section 5.01   Overview of Plan Implementation.....................................................        63
    Section 5.02   Distributions.......................................................................        63
    Section 5.03   The Official Committee..............................................................        65
    Section 5.04   Vesting Of Assets...................................................................        65
    Section 5.05   Preservation Of Causes Of Action....................................................        65
    Section 5.06   Amended Debtor Bylaws And Certificates of Incorporation.............................        67
    Section 5.07   Composition of Management and the Directors of the Reorganized Debtors..............        67
    Section 5.08   Disbursing Agents...................................................................        68
    Section 5.09   Discharge of Reorganized Debtors and Injunction.....................................        68
    Section 5.10   No Liability for Solicitation or Participation......................................        69
    Section 5.11   Limitation of Liability.............................................................        70
    Section 5.12   Objections to Claims................................................................        70
    Section 5.13   Other Documents and Actions.........................................................        72
    Section 5.14   Corporate Action....................................................................        72
    Section 5.15   Retiree Benefits....................................................................        73
    Section 5.16   Employee Benefits...................................................................        73
    Section 5.17   Certain Provisions In Respect of the Old Leap Notes, and the Old Indenture Trustee..        73
    Section 5.18   Executory Contracts and Unexpired Leases Entered Into and Other Obligations
                   Incurred After the Petition Date....................................................        74
    Section 5.19   Security Interests and Liens........................................................        74
</TABLE>

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<TABLE>
<S>                                                                                                            <C>
ARTICLE VI. CONFIRMATION AND EFFECTIVE DATE CONDITIONS.................................................        74

    Section 6.01   Conditions To Confirmation..........................................................        74
    Section 6.02   Conditions To Initial Distribution Date.............................................        75
    Section 6.03   Conditions To Effective Date........................................................        75
    Section 6.04   Waiver of Conditions................................................................        76
    Section 6.05   Effect of Failure of Conditions.....................................................        76
    Section 6.06   Order Denying Confirmation..........................................................        77

ARTICLE VII. CONFIRMABILITY OF PLAN AND CRAMDOWN.......................................................        77

ARTICLE VIII. PROVISIONS REGARDING VOTING AND DISTRIBUTIONS UNDER THE PLAN AND TREATMENT OF DISPUTED,
              CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS.........................................        78

    Section 8.01   Voting of Claims and Interests......................................................        78
    Section 8.02   Method of Distributions Under the Plan..............................................        78
    Section 8.03   Special Procedures for Lost, Stolen, Mutilated or Destroyed Instruments.............        80
    Section 8.04   Undeliverable or Unclaimed Distributions............................................        80
    Section 8.05   Disputed Claims; Reserve and Estimations............................................        81
    Section 8.06   Setoffs.............................................................................        83

ARTICLE IX. IMPLEMENTATION AND EFFECT OF CONFIRMATION OF THIS PLAN.....................................        84

    Section 9.01   Effect of Confirmation of the Plan..................................................        84

ARTICLE X. RETENTION OF JURISDICTION...................................................................        84

ARTICLE XI. MISCELLANEOUS PROVISIONS...................................................................        86

    Section 11.01  Exemption From Transfer Taxes.......................................................        86
    Section 11.02  Payment of Statutory Fees...........................................................        86
    Section 11.03  Modification or Withdrawal of the Plan..............................................        86
    Section 11.04  Governing Law.......................................................................        86
    Section 11.05  Filing or Execution of Additional Documents.........................................        86
    Section 11.06  Withholding and Reporting Requirements..............................................        86
    Section 11.07  Waiver of Rule 62(a) of the Federal Rules of Civil Procedure........................        87
    Section 11.08  Headings............................................................................        87
    Section 11.09  Exhibits and Schedules..............................................................        87
    Section 11.10  Notices.............................................................................        87
    Section 11.11  Plan Supplement.....................................................................        87
    Section 11.12  Conflict............................................................................        88
    Section 11.13  Successors and Assigns..............................................................        88
    Section 11.14  Saturday, Sunday or Legal Holiday...................................................        88
    Section 11.15  Post-Effective Date Effect of Evidences of Claims or Interests......................        88
    Section 11.16  Severability of Plan Provisions.....................................................        88
    Section 11.17  Balloting...........................................................................        88
    Section 11.18  No Admissions or Waiver of Objections...............................................        89
    Section 11.19  Survival of Settlements.............................................................        89
    Section 11.20  Certain Provisions Regarding the United States......................................        89
</TABLE>

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                                   ARTICLE I.

                                  INTRODUCTION

                  Leap Wireless International, Inc. ("Leap"), its indirect
wholly-owned subsidiary Cricket Communications, Inc. ("Cricket") and their
respective 64 subsidiaries and/or affiliates(1) (collectively, the "Debtors")
hereby propose the following Fifth Amended Joint Plan of Reorganization, as
Amended to Reflect all Subsequent Technical Amendments Approved by the Court
(defined herein as the "Plan"), for the resolution of their outstanding Claims
and Interests. Reference is made to the Disclosure Statement Accompanying Fifth
Amended Joint Plan of Reorganization dated as of July 30, 2003 (defined herein
as the "Disclosure Statement") for a discussion of the Debtors' history,
businesses, properties and results of operations, and for a

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

(1)      Cricket Communications Holdings, Inc., a Delaware corporation;
         Backwire.com, Inc., a Delaware corporation; Telephone Entertainment
         Network, Inc., a Delaware corporation; Chasetel Licensee Corporation, a
         Delaware corporation; Cricket Licensee (Albany), Inc., a Delaware
         corporation; Cricket Licensee (Columbus), Inc., a Delaware corporation;
         Cricket Licensee (Denver), Inc., a Delaware corporation; Cricket
         Licensee (Lakeland), Inc., a Delaware corporation; Cricket Licensee
         (Macon), Inc., a Delaware corporation; Cricket Licensee (North
         Carolina), Inc., a Delaware Corporation; Cricket Licensee (Pittsburgh),
         Inc., a Delaware corporation; Cricket Licensee (Reauction), Inc., a
         Delaware corporation; Cricket Licensee I, Inc., a Delaware corporation;
         Cricket Licensee II, Inc., a Delaware corporation; Cricket Licensee
         III, Inc., a Delaware corporation; Cricket Licensee IV, Inc., a
         Delaware corporation; Cricket Licensee V, Inc., a Delaware corporation;
         Cricket Licensee VI, Inc., a Delaware corporation; Cricket Licensee
         VII, Inc., a Delaware corporation; Cricket Licensee VIII, Inc., a
         Delaware corporation; Cricket Licensee IX, Inc., a Delaware
         corporation; Cricket Licensee X, Inc., a Delaware corporation; Cricket
         Licensee XI, Inc., a Delaware corporation; Cricket Licensee XII, Inc.,
         a Delaware corporation; Cricket Licensee XIII, Inc., a Delaware
         corporation; Cricket Licensee XIV, Inc., a Delaware corporation;
         Cricket Licensee XV, Inc., a Delaware corporation; Cricket Licensee
         XVI, Inc., a Delaware corporation; Cricket Licensee XVII, Inc., a
         Delaware corporation; Cricket Licensee XVIII, Inc., a Delaware
         corporation; Cricket Licensee XIX, Inc., a Delaware corporation;
         Cricket Licensee XX, Inc., a Delaware corporation; Cricket Holdings
         Dayton, Inc., a Delaware corporation; MCG PCS Licensee Corporation,
         Inc., a Delaware corporation; Chasetel Real Estate Company, Inc., a
         Tennessee corporation; Cricket Alabama Property Company, a Delaware
         corporation; Cricket Arizona Property Company, a Delaware corporation;
         Cricket Arkansas Property Company, a Delaware corporation; Cricket
         California Property Company, a Delaware corporation; Cricket Colorado
         Property Company, a Delaware corporation; Cricket Florida Property
         Company, a Delaware corporation; Cricket Georgia Property Company,
         inc., a Delaware corporation; Cricket Idaho Property Company, a
         Delaware corporation; Cricket Illinois Property Company, a Delaware
         corporation; Cricket Indiana Property Company, a Delaware corporation;
         Cricket Kansas Property Company, a Delaware corporation; Cricket
         Kentucky Property Company, a Delaware corporation; Cricket Michigan
         Property Company, a Delaware corporation; Cricket Minnesota Property
         Company, a Delaware corporation; Cricket Mississippi Property Company,
         a Delaware corporation; Cricket Nebraska Property Company, a Delaware
         corporation; Cricket Nevada Property Company, a Delaware corporation;
         Cricket New Mexico Property Company, a Delaware corporation; Cricket
         New York Property Company, Inc., a Delaware corporation; Cricket North
         Carolina Property Company, a Delaware corporation; Cricket Ohio
         Property Company, a Delaware corporation; Cricket Oklahoma Property
         Company, a Delaware corporation; Cricket Oregon Property Company, a
         Delaware corporation; Cricket Pennsylvania Property Company, a Delaware
         corporation; Cricket Texas Property Company, a Delaware corporation;
         Cricket Utah Property Company, a Delaware corporation; Cricket
         Washington Property Company, a Delaware corporation; Cricket Wisconsin
         Property Company, a Delaware corporation; Leap PCS Mexico, Inc., a
         California corporation.

                                       3
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summary of the Plan and certain related matters. Capitalized terms not defined
in this Introduction shall have the meanings ascribed to them in Article II
hereof.

                  The Plan represents a global settlement of all Intercompany
Claims and Intercompany Transfer Litigation Claims between the Debtors, the
current and former Holders of Old Vendor Debt (in their capacity as such
Holders), the current and former administrative agents under the Vendor Debt
Facilities (in their capacity as such agents) and Holders of Leap General
Unsecured Claims (in their capacity as such Holders), and is the product of
months of investigation and negotiations among the foregoing parties (and the
Leap Informal Noteholder Committee prior to the appointment of the Leap Official
Committee of Unsecured Creditors). As a result of the foregoing settlement, the
Debtors have been able to file the Plan - which provides for the preservation of
the Debtors as viable going-concern businesses - and expect to confirm the
Chapter 11 Cases on an expedited timetable. On the other hand, without the
settlement memorialized in the Plan (and described in greater detail in the
Disclosure Statement), the Chapter 11 Cases could deteriorate into free-fall
chapter 11 cases and Holders of Allowed Claims and Interests would receive
distributions (if any) only after the conclusion of lengthy and expensive
complex litigation. Those distributions, moreover, would be reduced
substantially due to the likely deterioration of the value of the Debtors during
prolonged Chapter 11 Cases and the millions of dollars in legal and expert fees
which would be incurred to litigate the Intercompany Claims and Intercompany
Transfer Litigation Claims.

                  In sum, the Plan provides for a reorganization of the Debtors
under Reorganized Leap. However, Reorganized Leap will not retain the Leap
General Unsecured Claim Cash Distribution or the assets being transferred to the
Leap Creditor Trust, or be subject to any claims against or Interests in Leap
that are being discharged under the Plan. Specifically, the means of executing
and implementing the Plan are as follows:

                  On the Effective Date, (i) the Old License Holding Company
Common Stock will be cancelled and each Reorganized License Holding Company will
issue to Reorganized Leap 100% of the issued and outstanding shares of New
License Holding Company Common Stock, (ii) the Old Other Subsidiary Common Stock
will be cancelled and each Reorganized Other Subsidiary will issue to
Reorganized Leap 100% of the issued and outstanding shares of New Other
Subsidiary Common Stock, and (iii) the Old Property Holding Company Common Stock
will be cancelled and each Reorganized Property Holding Company will issue to
Reorganized Cricket 100% of the issued and outstanding shares of New Property
Holding Company Common Stock.

                  Also on the Effective Date, (i) the Old Leap Common Stock will
be cancelled, (ii) Reorganized Leap will issue and contribute 96.5% of the
issued and outstanding shares of New Leap Common Stock to CCH, (iii) Reorganized
Leap will contribute all of the New License Holding Company Common Stock to CCH,
and (iv) CCH will contribute all of such New Leap Common Stock and New License
Company Common Stock to Reorganized Cricket. Following such contributions, on
the Effective Date, CCH will be merged with and into Cricket Communications,
Inc. in a "tax-free" reorganization in compliance with Section 368(a)(1)(G) of
the Internal Revenue Code, pursuant to which the Old CCH Common Stock will be
converted into 100% of the issued and outstanding shares of New Cricket Common
Stock. As a result, Reorganized Leap will own 100% of the issued and outstanding
shares of Reorganized Cricket and each of the Reorganized Other Subsidiaries,
and Reorganized Cricket will own 100% of the

                                       4
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issued and outstanding shares of each of the Reorganized License Holding
Companies, 100% of the issued and outstanding shares of each of the Reorganized
Property Holding Companies and, temporarily until the distribution thereof to
the Holders of Old Vendor Debt Claims, 96.5% of the New Leap Common Stock.

                  On the Effective Date, or as soon thereafter as practicable,
the Holders of Old Vendor Debt Claims will receive from Cricket, on a Pro Rata
basis, 96.5% of the issued and outstanding shares of New Leap Common Stock and
New Senior Notes aggregating $350 million in principal amount.

                  On the Initial Distribution Date, and notwithstanding the
occurrence of the Effective Date: (a) Holders of Allowed Leap General Unsecured
Claims, including the Holders of Old Leap Notes, will receive, on a Pro Rata
basis, beneficial interests in the Leap Creditor Trust; (b) the Leap Creditor
Trust will receive the Leap General Unsecured Claim Cash Distribution; and (c)
Holders of Allowed 12 -1/2% Senior Secured Claims will receive, on a Pro Rata
basis, the 12 -1/2% Senior Secured Claim Distribution (approximately $200,000).

                  In addition, on the later of the Effective Date and the
Initial Distribution Date, Reorganized Leap will issue and transfer (as
applicable) to the Leap Creditor Trust: (a) the Leap Creditor Trust Assets for
subsequent sale and Distribution of the proceeds to the Leap General Unsecured
Creditors; and (b) 3.5% of the issued and outstanding shares of New Leap Common
Stock as of the Effective Date for Distribution to the Leap General Unsecured
Creditors. Following the Effective Date, after the satisfaction of all Allowed
Administrative Claims and Allowed Priority Claims against Leap and the
resolution of all Disputed Administrative Claims and Disputed Priority Claims
against Leap, any remaining Cash held in reserve by Reorganized Leap will be
distributed to the Leap Creditor Trust. Notwithstanding anything set forth
herein, if any Leap Creditor Trust Assets are converted to Cash on or after the
Initial Distribution Date but prior to the Effective Date, the Cash proceeds
shall be transferred to the Leap Creditor Trust as soon as practicable upon such
monetization, notwithstanding the fact that the Effective Date has not occurred.
In accordance with the negotiated settlement between the Leap Informal
Noteholder Committee and the Informal Vendor Debt Committee leading to the Plan,
all other assets of Leap that are not specifically defined as Leap Creditor
Trust Assets in the Plan will not be transferred to the Leap Creditor Trust and
will remain with Reorganized Leap, including for example only, office furniture,
fixtures, equipment and supplies; Leap intellectual property, including the
"Leap" trademark; retirement plan assets; and an inter-company payable from
Cricket which is being released under the Plan.

                  Holders of Old Leap Common Stock will receive nothing on
account of their Interests.

                  THE PLAN IS THE PRODUCT OF NEGOTIATIONS AMONG THE DEBTORS, THE
INFORMAL VENDOR DEBT COMMITTEE, THE INFORMAL NOTEHOLDER COMMITTEE (PRIOR TO THE
APPOINTMENT OF THE OFFICIAL COMMITTEE) AND THE OFFICIAL COMMITTEE. THE DEBTORS
BELIEVE THE PLAN REPRESENTS THE BEST POSSIBLE RETURN TO HOLDERS OF CLAIMS AND
INTERESTS AND URGE SUCH HOLDERS TO VOTE IN FAVOR OF THE PLAN.

                                       5
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                  THE INFORMAL VENDOR DEBT COMMITTEE URGES HOLDERS OF OLD VENDOR
DEBT TO READ THE DISCLOSURE STATEMENT AND VOTE IN FAVOR OF THE PLAN.

                  THE OFFICIAL COMMITTEE URGES HOLDERS OF LEAP GENERAL UNSECURED
CLAIMS TO READ THE DISCLOSURE STATEMENT AND VOTE IN FAVOR OF THE PLAN.

                  ALL HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO READ THE
PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR
REJECT THE PLAN. NO MATERIALS, OTHER THAN THE DISCLOSURE STATEMENT AND THE
EXHIBITS AND SCHEDULES ATTACHED THERETO OR REFERENCED THEREIN, HAVE BEEN
APPROVED BY THE DEBTORS FOR USE IN SOLICITING ACCEPTANCES OR REJECTIONS OF THE
PLAN.

                  Notwithstanding anything herein to the contrary, all
statements in the Plan and the accompanying Disclosure Statement concerning the
history of the Debtors' businesses, the past or present financial condition of
the Debtors, transactions to which the Debtors were or are party, or the effect
of Confirmation of the Plan on Holders of Claims and Interests are attributable
exclusively to the Debtors and not to any other party.

                                  ARTICLE II.

                 DEFINITION OF TERMS AND RULES OF INTERPRETATION

SECTION 2.01 DEFINITION OF TERMS

                  Unless otherwise defined herein, or the context otherwise
requires, the following terms shall have the respective meanings set forth
below:

12 1/2% Senior Notes             means the $225,000,000, 12 1/2% Senior Notes
                                 due 2010 issued pursuant to the Indenture.

12 1/2% Senior Secured Claim     means the claim, secured by a Lien on the
                                 Senior Notes Pledged Account, asserted by the
                                 Old Indenture Trustee for the benefit of the
                                 Holders of the 12 1/2% Senior Notes pursuant
                                 to the Indenture.

12 1/2% Senior Secured Claim
Distribution                     means the remaining amounts in the Senior Notes
                                 Pledged Account (approximately $200,000) that
                                 will be distributed, on a Pro Rata basis, for
                                 the benefit of the Holders of the 12 1/2%
                                 Senior Secured Claims on the Initial
                                 Distribution Date.

14 1/2% Senior Discount Notes    means the $668,000,000, 14 1/2% Senior
                                 Discount Notes due 2010 issued pursuant to the
                                 Indenture.

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Additional Participants          means those parties in interest who hold Claims
                                 against the Debtors and who were not served by
                                 U.S. mail with the notice of the Bar Date by
                                 the Debtors.

Administrative Claim             means any right to payment constituting a cost
                                 or expense of administration of the Chapter 11
                                 Cases of a kind specified under section 503(b)
                                 and entitled to priority under section
                                 507(a)(1) of the Bankruptcy Code, including,
                                 without limitation, any actual and necessary
                                 costs and expenses of preserving the estates of
                                 the Debtors, any actual and necessary costs and
                                 expenses of operating the respective businesses
                                 of the Debtors, any indebtedness or obligations
                                 incurred or assumed by any of the Debtors in
                                 Possession in connection with the conduct of
                                 their respective businesses, including, without
                                 limitation, all compensation and reimbursement
                                 of expenses to the extent Allowed by the Court
                                 under section 330 or 503 of the Bankruptcy
                                 Code, any fees or charges assessed against the
                                 estates of the Debtors under section 1930 of
                                 chapter 123 of Title 28 of the United States
                                 Code, the reasonable fees and expenses of
                                 professionals to the Informal Vendor Debt
                                 Committee, and the reasonable fees and expenses
                                 of professionals to the Informal Noteholder
                                 Committee incurred prior to the formation of
                                 the Official Committee.

Allowed Claim or Allowed
Interest                         means a Claim against or Interest in a Debtor
                                 to the extent that

                           1.       a proof of the Claim or Interest

                                             a. was timely Filed and served upon
                                 a Debtor and no objection to the Claim or
                                 Interest is Filed within the time fixed by the
                                 Court for such objections; or

                                             b. is deemed Filed under applicable
                                 law (e.g., filed on the Schedules as
                                 noncontingent, nondisputed and liquidated) or
                                 pursuant to a Final Order of the Court and no
                                 objection to the Claim or Interest is Filed
                                 within the time fixed by the Court for such
                                 objections; or

                                             c. is Allowed pursuant to
                                 subparagraph b of this definition; or

                                             d. is Allowed under the Plan; or

                                             e. is a Claim that the Reorganized
                                 Debtors deem Allowed after the Effective Date.

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                           2.       If a Debtor files an objection to a proof of
                                 Claim or Interest within a time fixed by the
                                 Court, the Claim or Interest shall be Allowed
                                 to the extent of

                                             a. any amount of such Claim or
                                 Interest to which the Debtors did not object;
                                 or

                                             b. any amount otherwise authorized
                                 by Final Order or the Plan.

Allowed Administrative Claim,
Allowed Priority Tax Claim,
Allowed Secured Claim and
Allowed General Unsecured Claim  have correlative meanings.

Allowed Class Claim              means an Allowed Claim in the particular Class
                                 described.

Allowed Class Interest           means an Allowed Interest in the particular
                                 Class described.

Amended Debtor Certificates
of Incorporation                 means the amended and restated certificates of
                                 incorporation of each Reorganized Debtor that
                                 will be effective on the Effective Date,
                                 substantially in the form which will be Filed
                                 with the Plan Supplement and subject to
                                 modification by the Debtors (with the consent
                                 of the Informal Vendor Debt Committee) prior to
                                 the Effective Date.

Amended Debtor Bylaws            means the amended bylaws of each Reorganized
                                 Debtor that will be effective on the Effective
                                 Date, substantially in the form which will be
                                 Filed with the Plan Supplement and subject to
                                 modification by the Debtors (with the consent
                                 of the Informal Vendor Debt Committee) prior to
                                 the Effective Date.

Ballots                          means each of the ballot forms distributed with
                                 the Disclosure Statement to each Holder of an
                                 Impaired Claim or Impaired Interest (other than
                                 to Holders of Impaired Claims and Interests
                                 deemed to have rejected the Plan or otherwise
                                 not entitled to vote on the Plan), upon which
                                 is to be indicated, among other things,
                                 acceptance or rejection of the Plan.

Bankruptcy Code                  means Title 11 of the United States Code, 11
                                 U.S.C. Sections 101 et seq., as in effect on
                                 the date hereof or hereafter amended if such
                                 amendments are made applicable to the Chapter
                                 11 Cases.

                                       8
<PAGE>

Bankruptcy Rules                 means the Federal Rules of Bankruptcy Procedure
                                 as promulgated by the United States Supreme
                                 Court under section 2075 of Title 28 of the
                                 United States Code, and local rules of the
                                 Court, as the context may require.

Bar Date                         means June 28, 2003.

Business Day                     means any day on which commercial banks are
                                 open for business, and not authorized to close,
                                 in the City of New York, New York, except any
                                 day designated as a legal holiday in Bankruptcy
                                 Rule 9006(a).

Cash                             means legal tender of the United States of
                                 America and equivalents thereof.

Cash Collateral Order            means that certain Final Stipulated Order (i)
                                 authorizing the use of Cash Collateral and (ii)
                                 Granting Replacement Liens that is pending
                                 before the Court, together with that Interim
                                 Order Authorizing the Interim Use of Cash
                                 Collateral and Granting Replacement Liens
                                 entered on the Docket on April 14, 2003.

CCH                              means Cricket Communications Holdings, Inc., a
                                 Delaware corporation.

Chapter 11 Cases                 means the jointly administered Chapter 11 cases
                                 commenced by the Debtors on the Petition Date.

Claim                            means a claim, whether or not asserted or
                                 Allowed, as defined in section 101(5) of the
                                 Bankruptcy Code.

Class                            means a class of Claims or Interests designated
                                 pursuant to the Plan.

Clerk                            means the Clerk of the Court.

Collateral                       means any property or interest in property of a
                                 Debtor's Estate subject to a Lien to secure the
                                 payment or performance of a Claim as of the
                                 Petition Date.

Confirmation                     means the conclusion of the Confirmation
                                 Hearing at which the Plan is confirmed.

Confirmation Date                means the date on which the Confirmation Order
                                 is entered on the Docket.

Confirmation Hearing             means the hearing to consider confirmation of
                                 the Plan pursuant to section 1128 of the
                                 Bankruptcy Code.

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<PAGE>

Confirmation Order               means the order entered by the Court confirming
                                 the Plan pursuant to section 1129 of the
                                 Bankruptcy Code.

Court                            means, (a) the United States Bankruptcy Court
                                 for the Southern District of California, having
                                 jurisdiction over the Chapter 11 Cases; (b) to
                                 the extent there is no reference pursuant to
                                 section 157 of Title 28 of the United States
                                 Code, the United States District Court for the
                                 Southern District of California; and (c) any
                                 other court having jurisdiction over the
                                 Chapter 11 Cases.

Cricket                          means Cricket Communications, Inc., a Delaware
                                 corporation.

Cricket General Unsecured
Creditor Distribution            means Cash or other property of a value equal
                                 to the amount of the chapter 7 liquidation
                                 value of any property held by Cricket that is
                                 not subject to the Liens of the Holders of Old
                                 Vendor Debt (e.g., avoidance actions) that will
                                 be distributed to Holders of General Unsecured
                                 Claims against Cricket, including any Allowed
                                 deficiency Claims of the Holders of Old Vendor
                                 Debt.

Debtors                          shall have the meaning ascribed to it in
                                 Article I of the Plan.

Debtors in Possession            means the Debtors in their capacities as
                                 debtors in possession in the Chapter 11 Cases
                                 pursuant to sections 1107(a) and 1108 of the
                                 Bankruptcy Code.

Disbursing Agent                 means a Person responsible for making
                                 distributions under the Plan. Reorganized Leap
                                 and Reorganized Cricket, or such Person(s) as
                                 each may employ in its sole discretion, will
                                 serve as Disbursing Agent for the Reorganized
                                 Debtors; provided that the Leap Creditor Trust
                                 Trustee, or such person(s) as the Leap Creditor
                                 Trust Trustee may employ in its sole
                                 discretion, will serve as Disbursing Agent for
                                 the Leap Creditor Trust.

Disclosure Statement             means the written disclosure statement, dated
                                 as of July 30, 2003, that relates to the Plan,
                                 as approved by the Court pursuant to section
                                 1125 of the Bankruptcy Code, as such disclosure
                                 statement may be amended, modified or
                                 supplemented from time to time.

Disputed                         means, with reference to any Claim (including
                                 any Administrative Claim), or Interest, or any
                                 portion thereof, any Claim or Interest proof of
                                 which was Filed and in either case or in the
                                 case of any Administrative Claim,

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                                 Claim or Interest that is disputed under the
                                 Plan or as to which the Debtors or any other
                                 party have interposed a timely objection and/or
                                 request for estimation in accordance with
                                 section 502(c) of the Bankruptcy Code and
                                 Bankruptcy Rule 3018, which objection and/or
                                 request for estimation has not been withdrawn
                                 or determined by a Final Order, and any Claim
                                 or Interest proof of which was required to be
                                 Filed by Order of the Court but as to which a
                                 proof of claim or interest was not timely or
                                 properly Filed; provided, however, that prior
                                 to (x) the time an objection has been filed,
                                 and (y) the expiration of the Claims/Interest
                                 objection deadline with respect to such Claim
                                 or Interest, unless Allowed by the Reorganized
                                 Debtors or the Leap Creditor Trust Trustee, a
                                 Claim or Interest shall be considered a
                                 Disputed Claim or Disputed Interest to the
                                 extent that the amount of the Claim or Interest
                                 specified in a proof of Claim or Interest
                                 exceeds the amount of the Claim or Interest
                                 scheduled by the Debtors as not disputed,
                                 contingent, or unliquidated.

Distribution                     means a distribution to a Holder of an Allowed
                                 Claim pursuant to this Plan.

Distribution Record Date         means September 15, 2003 (or such other date
                                 established by Court order).

Docket                           means the docket in the Chapter 11 Cases
                                 maintained by the Clerk.

Effective Date                   means the first Business Day on which all the
                                 conditions precedent to the effectiveness of
                                 the Plan shall have been satisfied or waived;
                                 provided, however, that if a stay of the
                                 Confirmation Order is in effect (and the
                                 satisfaction of such condition is the final
                                 condition to be satisfied or waived for the
                                 effectiveness of the Plan), the Effective Date
                                 shall be extended to the first Business Day
                                 after such stay is no longer in effect.

Eligible Leap Avoidance Action   means, except for any claim or action released
                                 pursuant to the terms of the Plan, any claim or
                                 action held by Leap arising under or relating
                                 to sections 542, 543, 544, 545, 547, 548, 549,
                                 or 550 of the Bankruptcy Code; provided that,
                                 no such claim or action shall be deemed to be
                                 an Eligible Leap Avoidance Action until (i) the
                                 Leap Creditor Trust Trustee has given 20-days'
                                 prior written notice to the Informal Vendor
                                 Debt Committee (if such committee has not
                                 disbanded) and the Debtors or Reorganized
                                 Debtors, as applicable, and their respective
                                 counsel of the name of the proposed defendant
                                 against whom the Leap Creditor Trust

                                       11
<PAGE>

                                 Trustee seeks to bring the claim or action and
                                 (ii) such proposed defendant is not determined
                                 to be a "Material Vendor or Customer" in
                                 accordance with the following procedures. If
                                 after receiving notice of a proposed claim or
                                 action the Debtors or the Reorganized Debtors,
                                 as applicable, with the prior approval of the
                                 Informal Vendor Debt Committee (if such
                                 committee has not disbanded), reasonably
                                 determines that the proposed defendant of the
                                 claim or action is a vendor, customer or other
                                 party with whom the Debtors or Reorganized
                                 Debtors, as applicable, have, or reasonably
                                 expect to have, a material business
                                 relationship, the Debtors or Reorganized
                                 Debtors, as applicable, shall notify the Leap
                                 Creditor Trust Trustee in writing within the
                                 applicable 20-day period that the proposed
                                 defendant is a "Material Vendor or Customer."
                                 If so designated, then the proposed claim or
                                 action shall not be an Eligible Leap Avoidance
                                 Action and shall not be commenced or otherwise
                                 prosecuted by the Leap Creditor Trust Trustee;
                                 provided that, the Leap Creditor Trust Trustee
                                 shall have the right to petition the Court in
                                 the event that it determines that the
                                 designation of the proposed defendant as a
                                 "Material Vendor or Customer" is unreasonable.
                                 If the Debtors or Reorganized Debtors, as
                                 applicable, do not notify the Leap Creditor
                                 Trust Trustee in writing within the applicable
                                 20-day period that the proposed defendant is a
                                 "Material Vendor or Customer," the proposed
                                 claim or action shall be deemed to be an
                                 Eligible Leap Avoidance Action and the Leap
                                 Creditor Trust Trustee may commence and
                                 otherwise prosecute such action or claim in its
                                 sole discretion. Any claim or cause of action
                                 held by Leap or its Estate against Lucent that
                                 is released pursuant to the terms of the Lucent
                                 Settlement Agreement and the Order approving
                                 the same, shall not constitute an "Eligible
                                 Leap Avoidance Action" upon and following the
                                 release of such claim or cause of action. Any
                                 claim or cause of action held by Leap or its
                                 Estate against Nortel that is released pursuant
                                 to the terms of the Nortel Settlement Agreement
                                 and the Order approving the same shall not
                                 constitute an "Eligible Leap Avoidance Action"
                                 upon and following the release of such claim or
                                 cause of action.

Eligible Leap Cause of Action    means, except for any claim or cause of action
                                 released pursuant to the terms of the Plan, any
                                 cause of action held by Leap (other than an
                                 action held by Leap arising under or relating
                                 to sections 542, 543, 544, 545, 547, 548, 549,
                                 or 550 of the Bankruptcy Code); provided that,
                                 no such cause of action shall be deemed to be
                                 an Eligible Leap Cause of

                                       12
<PAGE>

                                 Action until (i) the Leap Creditor Trust
                                 Trustee has given 20-days' prior written notice
                                 to the Informal Vendor Debt Committee and the
                                 Debtors or the Reorganized Debtors, as
                                 applicable, and their respective counsel of the
                                 name of the proposed defendant against whom the
                                 Leap Creditor Trust Trustee seeks to bring the
                                 cause of action and a summary of the amounts at
                                 issue and the substantive factual allegations
                                 and legal theories underlying such cause of
                                 action, and (ii) such proposed cause of action
                                 is not determined to be a "Materially Adverse
                                 Action" in accordance with the following
                                 procedures. If after receiving notice of a
                                 proposed cause of action the Debtors or
                                 Reorganized Debtors, as applicable, with the
                                 prior approval of the Informal Vendor Debt
                                 Committee (if such committee has not
                                 disbanded), reasonably determines that the
                                 proposed cause of action has, or could
                                 reasonably be expected to have, a material
                                 adverse effect on the Debtors or Reorganized
                                 Debtors or their respective businesses or
                                 prospects, the Debtors or Reorganized Debtors,
                                 as applicable, shall notify the Leap Creditor
                                 Trust Trustee in writing within the applicable
                                 20-day period that the proposed cause of action
                                 is a "Materially Adverse Action." If so
                                 designated, then the proposed cause of action
                                 shall not be an Eligible Leap Cause of Action
                                 and shall not be commenced or otherwise
                                 prosecuted by the Leap Creditor Trust Trustee;
                                 provided that, the Leap Creditor Trust Trustee
                                 shall have the right to petition the Court in
                                 the event that it determines that the
                                 designation of the proposed cause of action as
                                 a "Materially Adverse Action" is unreasonable.
                                 If the Debtors or Reorganized Debtors do not
                                 notify the Leap Creditor Trust Trustee in
                                 writing within the applicable 20-day period
                                 that the proposed cause of action is a
                                 "Materially Adverse Action," the proposed cause
                                 of action shall be deemed to be an Eligible
                                 Leap Cause of Action and the Leap Creditor
                                 Trust Trustee may commence and otherwise
                                 prosecute such action in its sole discretion.
                                 Any Leap cause(s) of action listed in Leap's
                                 Schedules, including the cause of action
                                 related to the Endesa note receivable, shall be
                                 conclusively deemed to be Eligible Leap Causes
                                 of Action without further action of the
                                 parties. Any claim or cause of action held by
                                 Leap or its Estate against Lucent that is
                                 released pursuant to the terms of the Lucent
                                 Settlement Agreement and the Order approving
                                 the same, shall not constitute an "Eligible
                                 Leap Cause of Action" upon and following the
                                 release of such claim or cause of action. Any
                                 claim or cause of action held by Leap or its
                                 Estate against Nortel that is released pursuant
                                 to the terms of the Nortel Settlement Agreement
                                 and the

                                       13
<PAGE>

                                 Order approving the same shall not constitute
                                 an "Eligible Leap Cause of Action" upon and
                                 following the release of such claim or cause of
                                 action.

Ericsson                         means Ericsson Credit AB.

Ericsson Facility                means that certain Credit Agreement among CCH,
                                 Cricket and Ericsson, as administrative agent,
                                 dated as of October 20, 2000, as amended.

Estates                          means, collectively, the estates created in
                                 each of the Debtors' Chapter 11 Cases under
                                 section 541 of the Bankruptcy Code.

FCC                              means Federal Communications Commission.

File or Filed                    means filed with the Court in the Chapter 11
                                 Cases.

Final Order                      means an order or judgment of the Court as
                                 entered on the Docket in the Chapter 11 Cases,
                                 or other court of competent jurisdiction, the
                                 operation or effect of which has not been
                                 stayed, reversed or amended, and as to which
                                 order or judgment (or any revision,
                                 modification, or amendment thereof) the time to
                                 appeal or seek review or rehearing has expired
                                 and as to which no appeal or petition for
                                 review or rehearing was filed or, if filed,
                                 remains pending.

GAAP                             means Generally Accepted Accounting Principles
                                 in the United States of America as in effect on
                                 the date of this Plan, including those set
                                 forth in (i) the opinions and pronouncements of
                                 the Accounting Principles Board of the American
                                 Institute of Certified Public Accountants, (ii)
                                 statements and pronouncements of the Financial
                                 Accounting Standards Board, (iii) such other
                                 statements by such other entity as approved by
                                 a significant segment of the accounting
                                 profession and (iv) the rules and regulations
                                 of the SEC governing the inclusion of financial
                                 statements (including pro forma financial
                                 statements) in periodic reports required to be
                                 filed pursuant to section 13 of the Exchange
                                 Act, including opinions and pronouncements in
                                 staff accounting bulletins and similar written
                                 statements from the accounting staff of the
                                 SEC.

General Unsecured Claim          means any Claim that is not an Administrative
                                 Claim, Priority Claim, Priority Tax Claim,
                                 Intercompany Claim or Secured Claim, and shall
                                 include any deficiency Claim of a Holder of a
                                 Secured Claim.

                                       14
<PAGE>

GLH                              means, collectively, GLH, Inc. and NTCH, Inc.

GLH Collateral                   means the Collateral securing the obligations
                                 of Leap, directly or indirectly arising out of,
                                 in connection with or otherwise relating to
                                 securing the obligations of the GLH Loan
                                 Agreement.

GLH Loan Agreement               means the Loan Agreement, dated as of April 9,
                                 2002, by and between Leap, as borrower, and
                                 GLH, as lender, and as such Loan Agreement has
                                 been modified and amended from time to time.

GLH Stipulation                  means that certain Stipulation and Order Re
                                 Technical Modification to the Debtors' Fifth
                                 Amended Joint Plan of Reorganization Dated As
                                 of July 30, 2003 [Leap Class 1A: GLH Claim]
                                 entered on December 29, 2003, a copy of which
                                 is attached to this Plan as Attachment A and
                                 incorporated herein by reference.

Holder                           means the holder of a Claim or Interest.

Impaired                         means, when used with reference to a Claim or
                                 Interest, a Claim or Interest that is impaired
                                 within the meaning of section 1124 of the
                                 Bankruptcy Code.

Indenture                        means that certain Indenture, dated as of
                                 February 23, 2000, among Leap, as Issuer, and
                                 the Old Indenture Trustee, pursuant to which
                                 the 12 -1/2% Senior Notes and the 14 -1/2%
                                 Senior Discount Notes were issued, together
                                 with any amendments or supplements thereto.

Informal Noteholder Committee    means that certain informal committee organized
                                 pre-petition and composed of certain Holders of
                                 the Old Leap Notes in connection with the
                                 Debtors' pre-petition efforts to commence and
                                 facilitate negotiations of a restructuring of
                                 the Old Leap Notes. The Informal Noteholder
                                 Committee disbanded upon the appointment of the
                                 Official Committee.

Informal Vendor Debt Committee   means that certain informal committee organized
                                 pre-petition and composed of certain Holders of
                                 the Old Vendor Debt in connection with the
                                 Debtors' pre-petition efforts to commence and
                                 facilitate negotiations of a restructuring of
                                 the Old Vendor Debt. The members of the
                                 Informal Vendor Debt Committee are: AIM
                                 Floating Rate Fund, Aimco CDO Series 2000-4,
                                 Aimco CLO Series 2001-A, Alliance Capital
                                 Management, L.P., Allstate Life Insurance
                                 Company, APEX (IDM) CDO I, Ltd., Archimedes
                                 Funding II, Ltd., Archimedes Funding III,

                                       15
<PAGE>

                                 Ltd., Archimedes Funding IV (Cayman), Ltd.,
                                 Ares III CLO Ltd., Ares IV CLO Ltd., Aurum CLO
                                 2002-1 Ltd., Bank One, N.A., Capital Research
                                 and Management Company, Catalyst Investment
                                 Management, Cerberus Capital, Ceres II Finance
                                 Ltd., CFSC Wayland Advisers, Inc., Charter View
                                 Portfolio, Credit Suisse First Boston, Cypress
                                 Management, Eaton Vance Senior Income Trust,
                                 ELC (Cayman) Ltd. CDO Series 1999, ELC (Cayman)
                                 Ltd. 1999-II, ELC (Cayman) Ltd. 1999-III, ELC
                                 (Cayman) Ltd. 2000-I, Franklin Floating Rate
                                 Trust, Goldman Sachs Credit Partners L.P.,
                                 Grayson & Co., Highland Capital, Indosuez
                                 Capital Funding IIA Limited, Indosuez Capital
                                 Funding III, Limited, Indosuez Capital Funding
                                 VI, Limited, ING Capital LLC (Middenbank
                                 Curacao NY), Liberty Floating Rate Advantage
                                 Fund, Merrill Lynch, MHR Fund Management LLC,
                                 Mitchell R. Julis, Nemean CLO, Ltd., Pacifica
                                 Partners I, L.P., Romulus Holdings, Inc.,
                                 Senior Debt Portfolio (Boston Management and
                                 Research), SRF 2000 LLC, Stein Roe & Farnham
                                 CLO I Ltd., Stein Roe Floating Rate Limited
                                 Liability Company, Varde Partners, Inc. and
                                 York Capital Management LP.

Initial Distribution Date        means the date that is no later than eleven
                                 days following the Confirmation Date. On the
                                 Initial Distribution Date, (a) Holders of
                                 Allowed Leap General Unsecured Claims shall
                                 receive their Pro Rata share of beneficial
                                 interests in the Leap Creditor Trust and (b)
                                 the Leap Creditor Trust shall receive (x) the
                                 Leap General Unsecured Claim Cash Distribution;
                                 (y) the Leap General Unsecured Claim Equity
                                 Distribution; and (z) the Leap Creditor Trust
                                 Assets; provided, that in the event that the
                                 Effective Date has not occurred as of the
                                 Initial Distribution Date, Leap shall not
                                 transfer the Leap Creditor Trust Assets or the
                                 Leap General Unsecured Claim Equity
                                 Distribution to the Leap Creditor Trust on the
                                 Initial Distribution Date (and such transfer
                                 shall occur on the Effective Date or as soon as
                                 practicable thereafter); provided further, that
                                 if any Leap Creditor Trust Assets are converted
                                 to Cash on or after the Initial Distribution
                                 Date but prior to the Effective Date, the Cash
                                 proceeds shall be transferred to the Leap
                                 Creditor Trust as soon as practicable upon such
                                 monetization, notwithstanding the fact that the
                                 Effective Date has not occurred.

Instrument                       means any share of stock, security, promissory
                                 note or other "instrument," within the meaning
                                 of that term, as defined in section 9105(1)(i)
                                 of the UCC.

                                       16
<PAGE>

Intercompany Claims              means all Claims that are or could be asserted
                                 by any Debtor(s) or its/their Estate(s) against
                                 any other Debtor(s) or its/their Estate(s).

Intercompany Release             means the full and complete release of
                                 Intercompany Claims released pursuant to the
                                 Plan, as described at Section 5.05 of the Plan.

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

Interest                         means any equity security (as defined in
                                 section 101(16) of the Bankruptcy Code) of any
                                 of the Debtors.

Leap                             means Leap Wireless International, Inc., a
                                 Delaware corporation.

Leap Claims                      means any and all Claims (as defined in section
                                 101(5) of the Bankruptcy Code) held by Leap.

Leap Creditor Trust              means that certain trust established as of the
                                 Initial Distribution Date, for the benefit of
                                 Holders of Leap General Unsecured Claims,
                                 pursuant to which, inter alia, the Leap
                                 Creditor Trust Trustee will liquidate the Leap
                                 Creditor Trust Assets and Distribute the
                                 proceeds thereof to Holders of Allowed Leap
                                 General Unsecured Claims. The United States
                                 Trustee reserves all rights with respect to the
                                 terms and conditions of the Leap Creditor
                                 Trust.

Leap Creditor Trust Agreement    means that certain Liquidating Trust Agreement
                                 and Declaration of Trust for the Leap Wireless
                                 International,

                                       17
<PAGE>

                                 Inc. Liquidating Trust governing the terms of
                                 the Leap Creditor Trust and outlining the terms
                                 of employment of the Leap Creditor Trust
                                 Trustee. A copy of the Leap Creditor Trust
                                 Agreement will be filed with the Plan
                                 Supplement. The United States Trustee reserves
                                 all rights with respect to the terms and
                                 conditions of the Leap Creditor Trust
                                 Agreement.

Leap Creditor Trust Assets       means certain assets of Leap and its
                                 subsidiaries that will be transferred on the
                                 Effective Date to the Leap Creditor Trust as
                                 follows: (i) the PCS licenses in the Bemidji,
                                 Minnesota (10 MHz); Brainerd, Minnesota (10
                                 MHz); Escanaba, Michigan (10 MHz); Pueblo,
                                 Colorado (10 MHz); and Salem, Oregon (10 MHz)
                                 Basic Trading Areas ("BTAs") and any cause(s)
                                 of action resulting from the proposed sale
                                 thereof pursuant to a previously executed
                                 agreement; (ii) Leap's stake in the Idaho joint
                                 venture with NTCH; (iii) any Leap cause(s) of
                                 action listed in Leap's Schedules, including
                                 the cause of action related to the Endesa note
                                 receivable, together with any Eligible Leap
                                 Causes of Action; (iv) any Eligible Leap
                                 Avoidance Actions; (v) any and all Tax Refunds
                                 that are to be delivered to the Leap Creditor
                                 Trust in accordance with this Plan; (vi) Cash
                                 in an amount equal to the Leap Deposits; and
                                 (vii) the PCS licenses in the Bozeman, Montana
                                 (20 MHz); Casper, Wyoming (15 MHz); Lewiston,
                                 Idaho (15 MHz); and Redding, California (15
                                 MHz) BTAs and any cause(s) of action resulting
                                 from the proposed sale thereof pursuant to the
                                 previously executed agreement.

Leap Creditor Trust Trustee      means the trustee for the Leap Creditor Trust,
                                 as chosen by the Official Committee. The
                                 identity of the Leap Creditor Trust Trustee
                                 will be submitted to the Court no later than 10
                                 days prior to the Confirmation Hearing.

Leap Deposits                    means deposits paid by Leap prior to the
                                 Petition Date with respect to various leases
                                 and contracts that the Informal Vendor Debt
                                 Committee elects to assume or Reinstate, as
                                 applicable, under the Plan; Cricket will pay a
                                 corresponding amount equal to each such deposit
                                 as of the Effective Date to the Leap Creditor
                                 Trust. The Debtors will file a Schedule,
                                 subject to the approval of the Informal Vendor
                                 Debt Committee, with the Court setting forth
                                 the final amount of the Leap Deposits no later
                                 than 17 days before the Voting Deadline.

Leap General Unsecured Claim     means a General Unsecured Claim against Leap,
                                 provided that no Claims of the Holders of Old
                                 Vendor Debt shall be

                                       18
<PAGE>

                                 deemed to be Allowed Leap General Unsecured
                                 Claims to the extent such Claims arise out of
                                 or relate to an Old Vendor Debt Claim.

Leap General Unsecured
Claim Cash Distribution          means the Cash to be distributed to the Leap
                                 Creditor Trust on the Initial Distribution Date
                                 (and irrespective of the occurrence of the
                                 Effective Date) for the benefit of the Holders
                                 of Allowed Leap General Unsecured Claims, which
                                 shall consist of substantially all of Leap's
                                 unrestricted Cash (excluding the Leap Deposits,
                                 for which a corresponding amount shall be paid
                                 by Cricket on the Effective Date to the Leap
                                 Creditor Trust as part of the Leap Creditor
                                 Trust Assets), less an appropriate reserve in
                                 an amount to be agreed upon by the Debtors and
                                 the Official Committee prior to the Initial
                                 Distribution Date for Allowed Administrative
                                 Claims against Leap through and including the
                                 Effective Date and Allowed Priority Claims
                                 against Leap.

Leap General Unsecured Claim
Equity Distribution              means the New Leap Common Stock to be delivered
                                 to the Leap Creditor Trust for Distribution to
                                 the Holders of Allowed Leap General Unsecured
                                 Claims, on a Pro Rata basis, which in the
                                 aggregate shall equal 3.5% of the outstanding
                                 and issued shares of New Leap Common Stock as
                                 of the Effective Date.

Leap General Unsecured Creditor  means a Holder of a Leap General Unsecured
                                 Claim.

License Holding Companies        means, collectively, Chasetel Licensee
                                 Corporation, a Delaware corporation; Cricket
                                 Licensee (Albany), Inc., a Delaware
                                 corporation; Cricket Licensee (Columbus), Inc.,
                                 a Delaware corporation; Cricket Licensee
                                 (Denver), Inc., a Delaware corporation; Cricket
                                 Licensee (Lakeland), Inc., a Delaware
                                 corporation; Cricket Licensee (Macon), Inc., a
                                 Delaware corporation; Cricket Licensee (North
                                 Carolina), Inc., a Delaware Corporation;
                                 Cricket Licensee (Pittsburgh), Inc., a Delaware
                                 corporation; Cricket Licensee (Reauction),
                                 Inc., a Delaware corporation; Cricket Licensee
                                 I, Inc., a Delaware corporation; Cricket
                                 Licensee II, Inc., a Delaware corporation;
                                 Cricket Licensee III, Inc., a Delaware
                                 corporation; Cricket Licensee IV, Inc., a
                                 Delaware corporation; Cricket Licensee V, Inc.,
                                 a Delaware corporation; Cricket Licensee VI,
                                 Inc., a Delaware corporation; Cricket Licensee
                                 VII, Inc., a Delaware corporation; Cricket
                                 Licensee VIII, Inc., a Delaware corporation;
                                 Cricket Licensee IX, Inc., a Delaware

                                       19
<PAGE>

                                 corporation; Cricket Licensee X, Inc., a
                                 Delaware corporation; Cricket Licensee XI,
                                 Inc., a Delaware corporation; Cricket Licensee
                                 XII, Inc., a Delaware corporation; Cricket
                                 Licensee XIII, Inc., a Delaware corporation;
                                 Cricket Licensee XIV, Inc., a Delaware
                                 corporation; Cricket Licensee XV, Inc., a
                                 Delaware corporation; Cricket Licensee XVI,
                                 Inc., a Delaware corporation; Cricket Licensee
                                 XVII, Inc., a Delaware corporation; Cricket
                                 Licensee XVIII, Inc., a Delaware corporation;
                                 Cricket Licensee XIX, Inc., a Delaware
                                 corporation; and Cricket Licensee XX, Inc., a
                                 Delaware corporation.

Lien                             has the meaning set forth in section 101(37) of
                                 the Bankruptcy Code.

Litigation Claims                means any Claims arising out of any causes of
                                 action, whether known or unknown, contingent or
                                 non-contingent, or liquidated or unliquidated,
                                 held or asserted by a Person.

Local Bankruptcy Rules           means the local rules of the Court, as
                                 applicable from time to time in the Chapter 11
                                 Cases.

Lucent                           means Lucent Technologies Inc.

Lucent Facility                  means that certain Credit Agreement among CCH,
                                 Cricket and Lucent, as administrative agent,
                                 dated as of September 20, 1999, as amended and
                                 restated.

Lucent Settlement Agreement      means that certain Amended and Restated
                                 Settlement Agreement among Cricket, Lucent,
                                 certain Property Holding Companies, certain
                                 License Holding Companies and Cricket
                                 Performance 1, Inc. ("Cricket Performance 1")
                                 executed as of September 23, 2003.

New Cricket Common Stock         means common stock of Reorganized Cricket which
                                 is to be issued by Reorganized Cricket on the
                                 Effective Date in accordance with the terms of
                                 the Plan, as more fully described in the
                                 Description of the New Cricket Common Stock
                                 attached to the Disclosure Statement as Exhibit
                                 J.

New Leap Common Stock            means common stock of Reorganized Leap which is
                                 to be issued by Reorganized Leap on and after
                                 the Effective Date in accordance with the terms
                                 of the Plan, as more fully described in the
                                 Description of the New Leap Capital Stock
                                 attached to the Disclosure Statement as Exhibit
                                 J.

                                       20
<PAGE>

New License Holding Company
Common Stock                     means common stock of a Reorganized License
                                 Holding Company which is to be issued by such
                                 License Holding Company on the Effective Date
                                 in accordance with terms of the Plan, as more
                                 fully described in the Description of the New
                                 License Holding Company Common Stock attached
                                 to the Disclosure Statement as Exhibit J.

New Other Subsidiary
Common Stock                     means common stock of a Reorganized Other
                                 Subsidiary which is to be issued by such Other
                                 Subsidiary on the Effective Date in accordance
                                 with terms of the Plan, as more fully described
                                 in the Description of the New Other Subsidiary
                                 Common Stock attached to the Disclosure
                                 Statement as Exhibit J.

New Property Holding
Company Common Stock             means common stock of a Reorganized Property
                                 Holding Company which is to be issued by such
                                 Property Holding Company on the Effective Date
                                 in accordance with terms of the Plan, as more
                                 fully described in the Description of the New
                                 Property Holding Company Common Stock attached
                                 to the Disclosure Statement as Exhibit J.

New Senior Notes                 means the 13% Senior Secured Notes due on the
                                 seventh anniversary of the Effective Date, to
                                 be issued by Reorganized Cricket pursuant to
                                 the New Senior Notes Indenture and to be
                                 secured by the New Senior Notes Collateral, as
                                 more fully described in the Description of the
                                 New Senior Notes attached to the Disclosure
                                 Statement as Exhibit K.

New Senior Notes Collateral      means all collateral pledged to secure the
                                 obligations under the New Senior Notes as
                                 provided for in the New Senior Notes Indenture;
                                 provided, that no Leap Creditor Trust Assets
                                 shall at any time constitute New Senior Notes
                                 Collateral.

New Senior Notes Indenture       means that certain Indenture dated as of the
                                 Effective Date among Reorganized Cricket, as
                                 Issuer, the other parties thereto and the New
                                 Senior Notes Trustee, pursuant to which the New
                                 Senior Notes will be issued.

New Senior Notes Trustee         means the entity serving as trustee pursuant to
                                 the New Senior Notes Indenture, whose identity
                                 will be disclosed prior to the Confirmation
                                 Hearing.

Nortel                           means Nortel Networks Inc.

                                       21
<PAGE>

Nortel Facility                  means that certain Credit Agreement among CCH,
                                 Cricket and Nortel, as administrative agent,
                                 dated as of August 28, 2000, as amended.

Nortel Settlement Agreement      means that certain Amended and Restated
                                 Settlement Agreement among Nortel, Cricket, all
                                 of the other Debtors and Cricket Performance 2,
                                 Inc. ("Cricket Performance 2") entered into as
                                 of September 29, 2003.

Official Committee               means the official unsecured creditors'
                                 committee of Leap, appointed in the Chapter 11
                                 Case of Leap by the Office of the United States
                                 Trustee, as its composition may be changed from
                                 time to time by the addition, resignation
                                 and/or removal of its members.

Old CCH Common Stock             means all authorized and issued shares of
                                 common stock of CCH, with a par value of $.0001
                                 per share, and any right, contractual or
                                 otherwise, to acquire any common shares of CCH,
                                 existing prior to the Petition Date.

Old Cricket Common Stock         means all authorized and issued shares of
                                 common stock of Cricket, with a par value of
                                 $.0001 per share, and any right, contractual or
                                 otherwise, to acquire any common shares of
                                 Cricket, existing prior to the Petition Date.

Old Indenture Trustee            means U.S. Bank National Association (successor
                                 to State Street Bank and Trust Company) and its
                                 successors, as Trustee under the Indenture.

Old Leap Common Stock            means all authorized and issued shares of
                                 common stock of Leap, with a par value of
                                 $.0001 per share, and any right, contractual or
                                 otherwise, to acquire any common shares of
                                 Leap, existing prior to the Petition Date.

Old Leap Notes                   means, collectively, the 12 1/2% Senior Notes
                                 and the 14 1/2% Senior Discount Notes.

Old License Holding Company
Common Stock                     means all authorized and issued shares of
                                 common stock of each Old License Holding
                                 Company, with a par value of $.0001 per share,
                                 and any right, contractual or otherwise, to
                                 acquire any common shares of Old License
                                 Holding Company Common Stock, existing prior to
                                 the Petition Date.

                                       22
<PAGE>

Old Other Subsidiary
Common Stock                     means all authorized and issued shares of
                                 common stock of each Old Subsidiary, with a par
                                 value of $.0001 per share, and any right,
                                 contractual or otherwise, to acquire any common
                                 shares of Old Other Subsidiary Common Stock,
                                 existing prior to the Petition Date.

Old Property Holding Company
Common Stock                     means all authorized and issued shares of
                                 common stock of each Property Holding Company,
                                 with a par value of $.0001 per share, and any
                                 right, contractual or otherwise, to acquire any
                                 common shares of Old Property Holding Company
                                 Common Stock, existing prior to the Petition
                                 Date.

Old Securities                   means Old Leap Common Stock, Old Leap Notes,
                                 Old CCH Common Stock, Old Cricket Common Stock,
                                 Old License Holding Company Common Stock, Old
                                 Other Subsidiary Common Stock and Old Property
                                 Holding Company Common Stock.

Old Stock Rights                 means, collectively, any warrants, and any
                                 other rights, to purchase or otherwise acquire
                                 Old Securities, and any stock appreciation or
                                 similar rights relating to any Debtor's Old
                                 Common Stock, existing prior to the Effective
                                 Date.

Old Vendor Debt                  means, collectively, all Claims arising from or
                                 related to the Vendor Debt Facilities and
                                 existing prior to the Effective Date, including
                                 without limitation, Nortel Networks' and
                                 others' commitment fees, administrative agent
                                 fees and origination fees due under the Vendor
                                 Debt Facilities.

Old Vendor Debt Distribution     means the following consideration to be
                                 distributed by Reorganized Cricket for the
                                 benefit of the Holders of Allowed Vendor Debt
                                 Claims on account of their Secured Claims on
                                 the Effective Date, or as soon as practicable
                                 thereafter, on a Pro Rata basis: (a) the New
                                 Senior Notes and (b) 96.5% of the outstanding
                                 and issued New Leap Common Stock. In addition
                                 to the Old Vendor Debt Distribution, on the
                                 Initial Distribution Date, Holders of the Old
                                 Vendor Debt shall receive, in full
                                 satisfaction, settlement, release and discharge
                                 of and in exchange for their Claims against
                                 Leap and its Estate, the Intercompany Releases.

Order                            means an order or judgment of the Court as
                                 entered on the Docket.

                                       23
<PAGE>

Other Priority Claim             means any Claim, other than an Administrative
                                 Claim or a Priority Tax Claim, entitled to
                                 priority in right of payment under section
                                 507(a) of the Bankruptcy Code.

Other Subsidiaries               means Backwire.com, Inc., Leap PCS Mexico, Inc.
                                 and Telephone Entertainment Network, Inc.

Person                           means any individual, corporation, general
                                 partnership, limited partnership, limited
                                 liability partnership, limited liability
                                 company, association, joint stock company,
                                 joint venture, government or political
                                 subdivision, official committee appointed by
                                 the United States Trustee, unofficial committee
                                 of creditors or equity Holders, or other
                                 entity.

Petition Date                    means April 13, 2003, the date on which each of
                                 the Debtors filed their respective petitions
                                 for relief commencing the Chapter 11 Cases.

Plan                             means this Fifth Amended Joint Chapter 11 Plan
                                 of Reorganization for each of the Debtors, as
                                 it may be amended or modified, from time to
                                 time, together with all addenda, exhibits,
                                 schedules, supplements or other attachments, if
                                 any. If the Plan is withdrawn as the Plan for a
                                 particular Debtor, the defined term "Plan"
                                 shall not include the plan for such Debtor.

Plan Supplement                  means the supplement containing the forms of
                                 documents specified in Section 11.11 of the
                                 Plan which are subject to modification by the
                                 Debtors (with the consent of the Informal
                                 Vendor Debt Committee and the Official
                                 Committee) prior to the Effective Date.

Postpetition Tax Claims          means Administrative Claims and other Claims by
                                 a governmental unit for taxes against any of
                                 the Debtors (and for interest and/or penalties
                                 related to such taxes) for any tax year or
                                 period, all or any portion of which occurs or
                                 falls within the period from and including the
                                 Petition Date through and including the
                                 Effective Date.

Priority Claim                   means an Allowed Claim entitled to priority
                                 under sections 507(a)(3) through 507(a)(7) of
                                 the Bankruptcy Code.

Priority Tax Claim               means any unsecured Claim of a governmental
                                 unit of the kind specified in sections 502(i)
                                 and 507(a)(8) of the Bankruptcy Code.

Pro Rata                         means, with respect to any distribution on
                                 account of an Allowed Claim or Allowed Interest
                                 with respect to a

                                       24
<PAGE>

                                 particular Debtor, a proportionate share, so
                                 that the ratio of the consideration distributed
                                 on account of an Allowed Claim or Allowed
                                 Interest in a Class to the amount of such
                                 Allowed Claim or Allowed Interest is the same
                                 as the ratio of the amount of the consideration
                                 distributed on account of all Allowed Claims or
                                 Allowed Interests in such Class to the amount
                                 of all Allowed Claims or Allowed Interests in
                                 such Class.

Property Holding
Companies                        means, collectively, Cricket Alabama Property
                                 Company, a Delaware corporation; Cricket
                                 Arizona Property Company, a Delaware
                                 corporation; Cricket Arkansas Property Company,
                                 a Delaware corporation; Cricket California
                                 Property Company, a Delaware corporation;
                                 Cricket Colorado Property Company, a Delaware
                                 corporation; Cricket Florida Property Company,
                                 a Delaware corporation; Cricket Georgia
                                 Property Company, inc., a Delaware corporation;
                                 Cricket Idaho Property Company, a Delaware
                                 corporation; Cricket Illinois Property Company,
                                 a Delaware corporation; Cricket Indiana
                                 Property Company, a Delaware corporation;
                                 Cricket Kansas Property Company, a Delaware
                                 corporation; Cricket Kentucky Property Company,
                                 a Delaware corporation; Cricket Michigan
                                 Property Company, a Delaware corporation;
                                 Cricket Minnesota Property Company, a Delaware
                                 corporation; Cricket Mississippi Property
                                 Company, a Delaware corporation; Cricket
                                 Nebraska Property Company, a Delaware
                                 corporation; Cricket Nevada Property Company, a
                                 Delaware corporation; Cricket New Mexico
                                 Property Company, a Delaware corporation;
                                 Cricket New York Property Company, Inc., a
                                 Delaware corporation; Cricket North Carolina
                                 Property Company, a Delaware corporation;
                                 Cricket Ohio Property Company, a Delaware
                                 corporation; Cricket Oklahoma Property Company,
                                 a Delaware corporation; Cricket Oregon Property
                                 Company, a Delaware corporation; Cricket
                                 Pennsylvania Property Company, a Delaware
                                 corporation; Cricket Texas Property Company, a
                                 Delaware corporation; Cricket Utah Property
                                 Company, a Delaware corporation; Cricket
                                 Washington Property Company, a Delaware
                                 corporation; and Cricket Wisconsin Property
                                 Company, a Delaware corporation.

Reinstated                       means, (x) with respect to a Claim, (i) the
                                 Debtors shall cure any default with respect to
                                 such Claim that occurred before or after the
                                 relevant Petition Date, (ii) the maturity of
                                 such Claim shall be Reinstated as such maturity
                                 existed

                                       25
<PAGE>

                                 before any such default, (iii) the Holder of
                                 such Claim shall be compensated for any damages
                                 incurred as a result of any reasonable reliance
                                 by the Holder on any right to accelerate its
                                 Claim, and (iv) the legal, equitable and
                                 contractual rights of such Holder will not
                                 otherwise be altered and (y) with respect to an
                                 Interest, the legal, equitable and contractual
                                 rights of the Holder of such Interest will not
                                 be altered; provided that, to the extent that
                                 any Claim or Interest against Leap is
                                 reinstated, the funding to cure any defaults or
                                 compensate the Holder of such Claim for such
                                 damages on account of such Claim or Interest
                                 shall be satisfied by funds from Cricket;
                                 provided, further, that if and to the extent
                                 that the Reinstatement gives rise to an
                                 Administrative Claim against Leap, such claim
                                 shall be satisfied with funds from Cricket.

Reorganized Cricket              means, on and after the Effective Date, Cricket
                                 (as reorganized pursuant to the Plan).

Reorganized Debtor(s)            means, on and after the Effective Date, the
                                 Debtors as reorganized pursuant to the Plan, as
                                 the case may be and, in each case, to the
                                 extent applicable. The Reorganized Debtors will
                                 be comprised of Reorganized Leap, Reorganized
                                 Cricket, the Reorganized License Holding
                                 Companies, the Reorganized Other Subsidiaries
                                 and the Reorganized Property Holding Companies.

Reorganized Leap                 means, on and after the Effective Date, Leap
                                 (as reorganized pursuant to the Plan).
                                 Reorganized Leap's assets will not include the
                                 assets comprising the Leap General Unsecured
                                 Claim Cash Distribution or any of the assets to
                                 be transferred to the Leap Creditor Trust, or
                                 any Claims against or Interests in Leap that
                                 are being discharged under the Plan.

Reorganized License Holding
Companies                        means, on and after the Effective Date, the
                                 License Holding Companies (as reorganized
                                 pursuant to the Plan).

Reorganized Other Subsidiaries   means, on and after the Effective Date, the
                                 Other Subsidiaries (as reorganized pursuant to
                                 the Plan).

Reorganized Property Holding
Companies                        means, on and after the Effective Date, the
                                 Property Holding Companies (as reorganized
                                 pursuant to the Plan).

Scheduled                        means set forth on the Schedules.

                                       26
<PAGE>

Schedules                        means the schedules of assets and liabilities
                                 filed by any Debtor pursuant to section 521 of
                                 the Bankruptcy Code and Bankruptcy Rule 1007,
                                 including any amendments and modifications
                                 thereto through the Confirmation Date.

SEC                              means the United States Securities and Exchange
                                 Commission.

Secured Claim                    means any Claim secured by a Lien on collateral
                                 to the extent of the value of such collateral,
                                 as determined in accordance with section 506(a)
                                 of the Bankruptcy Code, or, in the event that
                                 such Claim is subject to setoff under section
                                 553 of the Bankruptcy Code, to the extent of
                                 such setoff.

Securities Claims                means any Claim described in section 510(b) of
                                 the Bankruptcy Code.

Senior Notes Pledged Account     means the account pledged by Leap pursuant to
                                 the Indenture for the benefit of the Holders of
                                 the 12 1/2% Senior Notes pursuant to the
                                 Indenture.

Supplemental Bar Date            means September 2, 2003, the supplemental bar
                                 date established by the Court for the
                                 Additional Parties.

Tax Refund                       means any federal, state or local tax refund
                                 received by any of the Debtors or Reorganized
                                 Debtors with respect to any tax period ending
                                 prior to the Effective Date. If any Debtor or
                                 Reorganized Debtor receives such a tax refund,
                                 prompt written notice thereof shall be provided
                                 to the Informal Vendor Debt Committee, the
                                 Official Committee (unless disbanded) and the
                                 Leap Creditor Trust Trustee. The Informal
                                 Vendor Debt Committee, the Official Committee
                                 (unless disbanded) and the Leap Creditor Trust
                                 Trustee shall promptly endeavor to resolve the
                                 question of who shall retain such tax refund.
                                 If the Informal Vendor Debt Committee, the
                                 Official Committee (unless disbanded) and the
                                 Leap Creditor Trust Trustee cannot agree as to
                                 who shall retain such tax refund within 30 days
                                 from the receipt of such refund by the
                                 applicable Debtor or Reorganized Debtor, any of
                                 the Informal Vendor Debt Committee, the
                                 Official Committee or the Leap Creditor Trust
                                 Trustee may File a motion with the Court
                                 requesting the Court to determine who shall
                                 retain such tax refund. Until such motion is
                                 resolved or the parties agree on who shall
                                 retain such tax refund, notwithstanding any
                                 other provision of the Plan, the tax refund
                                 shall be held in an escrow account and shall
                                 not be distributed to the Leap Creditor Trust
                                 or any other Person. Upon resolution of the
                                 motion or agreement

                                       27
<PAGE>

                                 by the parties on who shall retain such tax
                                 refund, such tax refund shall be transferred to
                                 the Reorganized Debtors or the Leap Creditor
                                 Trust, as applicable, within 5 days following
                                 such resolution or agreement, as the case may
                                 be.

UCC                              means the Uniform Commercial Code, as in effect
                                 and as modified or amended at any relevant
                                 time.

Unimpaired                       means with reference to a Class of Claims, that
                                 the Class is not Impaired. An Unimpaired Class
                                 is not entitled to vote on the Plan.

Vendor Debt Facilities           means, collectively, the Ericsson Facility, the
                                 Lucent Facility and the Nortel Facility.

Voting Agent                     means Poorman-Douglas Corporation.

Voting                           Deadline means the date on which Ballots must
                                 be received by the Voting Agent. For purposes
                                 of the Plan, the Voting Deadline is September
                                 8, 2003 at 4:00 p.m. West Coast Time, or, if
                                 the Voting Deadline is extended by Court Order,
                                 the latest date on which a Ballot will be
                                 accepted.

SECTION 2.02 INTERPRETATION AND COMPUTATION OF TIME

                  (a) Defined Terms.

                  Any term used in the Plan that is not defined in the Plan,
either in Article II (Definitions) or elsewhere, but that is used in the
Bankruptcy Code, the Bankruptcy Rules or the Local Bankruptcy Rules, shall have
the meaning assigned to that term in the Bankruptcy Code, the Bankruptcy Rules
or the Local Bankruptcy Rules, as the case may be.

                  (b) Rules Of Interpretation.

                  For purposes of the Plan: (a) whenever it appears appropriate
from the context, each term, whether stated in the singular or the plural, shall
include both the singular and the plural; (b) any reference in the Plan to a
contract, instrument, release or other agreement or document being in a
particular form or on particular terms and conditions means that such document
shall be substantially in such form or substantially on such terms and
conditions; provided, however, that any change to such form, terms, or
conditions which is material to a party to such document shall not be made
without such party's consent; (c) any reference in the Plan to an existing
document or exhibit Filed or to be Filed means such document or exhibit, as it
may have been or (to the extent otherwise permitted, hereafter) may be amended,
modified or supplemented from time to time; (d) unless otherwise specified in a
particular reference, all references in the Plan to paragraphs, Articles and
Exhibits are references to paragraphs, Articles and Exhibits of or to the Plan;
(e) the words "herein," "hereof," "hereto," "hereunder" and others of similar
import refer to the Plan in its entirety rather than to only a particular
portion of the Plan; (f) captions and headings to Articles and paragraphs are
inserted for convenience of reference only and are not intended to be a part of
or to affect the interpretations of the Plan; (g)

                                       28
<PAGE>

the rules of construction set forth in section 102 of the Bankruptcy Code shall
apply; (h) all exhibits to the Plan are incorporated into the Plan, and shall be
deemed to be included in the Plan, provided that they are Filed no later than
the conclusion of the Confirmation Hearing; (i) unless otherwise specified
herein, the term "Debtors" includes Leap, CCH, Cricket, the License Holding
Companies, the Property Holding Companies and the Other Subsidiaries; and (j)
the term "non-Leap Debtor" means a Debtor other than Leap.

                  (c) Time Periods.

                  In computing any period of time prescribed or allowed by the
Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

                                  ARTICLE III.

                     CLASSIFICATION OF CLAIMS AND INTERESTS

                  The following is a designation of the Classes of Claims and
Interests under the Plan. In accordance with section 1123(a)(1) of the
Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been
classified and are excluded from the following Classes. A Claim or Interest is
classified in a particular Class only to the extent that the Claim or Interest
qualifies within the description of that Class, and is classified in another
Class or Classes to the extent that any remainder of the Claim or Interest
qualifies within the description of such other Class or Classes, and only
against the particular Debtor. A Claim or Interest is classified in a particular
Class only to the extent that the Claim or Interest is an Allowed Claim or
Allowed Interest in that Class and has not been paid, released or otherwise
satisfied before the Effective Date; a Claim or Interest which is not an Allowed
Claim or Allowed Interest is not in any Class. A Disputed Claim or Disputed
Interest, to the extent that it subsequently becomes an Allowed Claim or Allowed
Interest, shall be included in the Class for which it would have qualified had
it not been disputed. Notwithstanding anything to the contrary contained in the
Plan, no distribution shall be made on account of any Claim or Interest which is
not an Allowed Claim or an Allowed Interest. Unless otherwise specified herein,
each Debtor shall assume responsibility for paying, satisfying or otherwise
discharging all Allowed Claims against it and shall not be responsible for
paying, satisfying or otherwise discharging any Claim against any other Debtor.

                                       29
<PAGE>

CLAIMS AGAINST AND INTERESTS IN LEAP

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
   CLASS      CLAIM OR INTEREST                          TREATMENT                             RECOVERY
   -----      -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
-           Administrative Claims      Paid in full in Cash by Leap on the Effective              100%
                                       Date or as soon as practicable thereafter
                                       (unless the Holder of a particular Claim
                                       and Leap agree to less favorable
                                       treatment), or in accordance with the
                                       terms and conditions of transactions or
                                       agreements relating to obligations
                                       incurred in the ordinary course of
                                       business during the pendency of the
                                       Chapter 11 Cases.

-           Priority Tax Claims        Paid in full in Cash by Leap on the Effective              100%
                                       Date or as soon as practicable thereafter.

            SECURED CLAIMS:

1A          GLH Claim                  Treated pursuant to the terms and conditions of            100%
                                       the GLH Stipulation.

1B          12 1/2% Senior Secured     Unimpaired; on the Initial Distribution Date or            100%
            Claim                      as soon as practicable thereafter, each Holder
                                       of an Allowed 12 1/2% Senior Secured
                                       Claim shall receive, on a Pro Rata basis,
                                       the 12 1/2% Senior Secured Claim
                                       Distribution (approximately $200,000
                                       remaining in a pledged account).

1C          Old Vendor Debt Claim      Impaired; on the Initial Distribution Date,              30-37%
                                       each Holder of an Allowed Old Vendor Debt Claim
                                       shall receive in full satisfaction, settlement,
                                       release and discharge of and in exchange for
                                       its Claim against Leap and its Estate, the
                                       benefit of the Intercompany Releases, and on
                                       the Effective Date or as soon as practicable
                                       thereafter, on a Pro Rata basis, the Old Vendor
                                       Debt Distribution.
</TABLE>

                                       30
<PAGE>

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
   CLASS      CLAIM OR INTEREST                          TREATMENT                             RECOVERY
   -----      -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
2A et       Other Secured              Unimpaired if paid in full in Cash or                      100%
seq.        Claims                     Reinstated on the Effective Date or as soon as
                                       practicable thereafter; Impaired if Holder of
                                       Allowed Class 2A et seq. Claim receives
                                       alternative treatment. Each Holder of an Allowed
                                       Class 2A et seq. Claim shall, in the discretion
                                       of the Debtor with the consent of the Informal
                                       Vendor Debt Committee, receive any one or a
                                       combination of any of the following: (i) Cash in
                                       an amount equal to such Allowed Class 2A et seq.
                                       Claim; (ii) deferred Cash payments totaling at
                                       least the Allowed amount of such Allowed Class
                                       2A et seq. Claim, of a value, as of the
                                       Effective Date, of at least the value of such
                                       Holder's interest in the Collateral securing the
                                       Allowed Class 2A et seq. Claim; (iii) the
                                       Collateral securing such Holder's Allowed Class
                                       2A et seq. Claim; (iv) payments or Liens
                                       amounting to the indubitable equivalent of the
                                       value of such Holder's interest in the
                                       Collateral securing the Allowed Class 2A et seq.
                                       Claim; (v) Reinstatement of such Allowed Class
                                       2A et seq. Claim; or (vi) such other treatment
                                       as the Debtor and such Holder shall have agreed
                                       upon in writing. The Debtor will make the
                                       foregoing election and provide notice of such
                                       election to the applicable Holder of an Allowed
                                       Class 2A et seq. Claim no later than 14 days
                                       prior to the Voting Deadline. To the extent the
                                       Debtor elects clause (i), (ii), (iv), (v) or
                                       (vi) above, any liability associated with such
                                       treatment shall be satisfied with funds from
                                       Cricket.
</TABLE>

                                       31
<PAGE>

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
   CLASS      CLAIM OR INTEREST                          TREATMENT                             RECOVERY
   -----      -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
            UNSECURED CLAIMS:

3           Priority Claims            Unimpaired; paid in full by Leap on or before              100%
                                       the later of (i) the Effective Date or as soon
                                       as practicable thereafter, (ii) the date such
                                       Claim becomes an Allowed Claim and (iii) the
                                       date that such Claim would be paid in
                                       accordance with the terms and conditions of any
                                       agreements or understandings relating thereto
                                       between Leap and the Holder of such Claim.

4           General Unsecured          Impaired; each Holder of an Allowed Class 4              13-14%(2)
            Claims                     Claim to receive a Pro Rata distribution of
                                       beneficial interests in the Leap Creditor
                                       Trust.

4A          Subordinated               Impaired; each Holder of an Allowed Class 4A                 0%
            General Unsecured          Claim to receive no Cash or property on account
            Claims                     of such Claim.

5           Intercompany Claims        Impaired; each Holder of an Allowed Class 5                  0%
                                       Claim to receive the Intercompany Release
                                       as of the Initial Distribution Date.

6           Old Leap Common Stock      Impaired; each Holder of an Allowed Class 6                  0%
            and Securities Claims      Interest to receive no Cash or property on
            against Leap               account of such Interest.

7           Old Stock Rights in Leap   Impaired; each Holder of an Allowed Class 7                  0%
            and All Claims Arising     Interest to receive no Cash or property on
            Out of Such Old Stock      account of such Interest.
            Rights
</TABLE>

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

(2) The lower range of recovery assumes total General Unsecured Claims against
Leap of $749 million, including an estimated $17 million of rejection damages
for leases and contracts that may be rejected. The amount of rejection damages
could vary materially from this estimate. The upper range of recovery assumes
total General Unsecured Claims against Leap of $732 million and no rejection
damages.

                                       32
<PAGE>

CLAIMS AGAINST AND INTERESTS IN CCH

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
-           Administrative             Paid in full in Cash by CCH on the Effective               100%
            Claims                     Date or as soon as practicable thereafter
                                       (unless the Holder of a particular Claim
                                       and CCH agree to some other treatment),
                                       or in accordance with the terms and
                                       conditions of transactions or agreements
                                       relating to obligations incurred in the
                                       ordinary course of business during the
                                       pendency of the Chapter 11 Cases.

-           Priority Tax               Paid in full in Cash by CCH on the Effective               100%
            Claims                     Date or as soon as practicable thereafter.

            SECURED CLAIMS:

1A          Old Vendor Debt Claim      Impaired; on the Effective Date or as soon as            30-37%
                                       practicable thereafter, each Holder of an
                                       Allowed Old Vendor Debt Claim shall receive, on
                                       a Pro Rata basis, the Old Vendor Debt
                                       Distribution.

2A et       Other Secured              Unimpaired if paid in full in Cash or                      100%
seq.        Claims                     Reinstated on the Effective Date or as soon as
                                       practicable thereafter; Impaired if Holder of
                                       Allowed Class 2A et seq. Claim receives
                                       alternative treatment.  Each Holder of an
                                       Allowed Class 2A et seq. Claim shall, in the
                                       discretion of the Debtor with the consent of
                                       the Informal Vendor Debt Committee, receive any
                                       one or a combination of any of the following:
                                       (i) Cash in an amount equal to such Allowed
                                       Class 2A et seq. Claim; (ii) deferred Cash
                                       payments totaling at least the Allowed amount
                                       of such Allowed Class 2A et seq. Claim, of a
                                       value, as of the Effective Date, of at least
                                       the value of such Holder's interest in the
                                       Collateral securing the Allowed Class 2A et
                                       seq. Claim; (iii) the Collateral securing such
                                       Holder's
</TABLE>

                                       33
<PAGE>

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
   CLASS      CLAIM OR INTEREST                          TREATMENT                             RECOVERY
   -----      -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
                                       Allowed Class 2A et seq. Claim;
                                       (iv) payments or Liens amounting to the
                                       indubitable equivalent of the value of such
                                       Holder's interest in the Collateral securing
                                       the Allowed Class 2A et seq. Claim;
                                       (v) Reinstatement of such Class 2A et seq.
                                       Claim; or (vi) such other treatment as the
                                       Debtor and such Holder shall have agreed upon
                                       in writing.  The Debtor will make the foregoing
                                       election and provide notice of such election to
                                       the applicable Holder of an Allowed Class 2A et
                                       seq. Claim no later than 14 days prior to the
                                       Voting Deadline.  To the extent the Debtor
                                       elects clause (i), (ii), (iv), (v) or (vi)
                                       above, any liability associated with such
                                       treatment shall be satisfied with funds from
                                       Cricket.

            UNSECURED CLAIMS:

3           Priority Claims            Unimpaired; paid in full by CCH on or before               100%
                                       the later of (i) the Effective Date or as soon
                                       as practicable thereafter, (ii) the date such
                                       Claim becomes an Allowed Claim and (iii) the
                                       date that such Claim would be paid in
                                       accordance with the terms and conditions of any
                                       agreements or understandings relating thereto
                                       between CCH and the Holder of such Claim.

4           General Unsecured          Impaired; each Holder of an Allowed Class 4                  0%
            Claims                     Claim shall receive no Cash or property on
                                       account of such Claim.

5           Intercompany               Impaired; each Holder of an Allowed Class 5                  0%
            Claims                     Claim to receive the Intercompany Release
                                       as of the Initial Distribution Date.

6           Old CCH Common             Impaired; on the Effective Date, CCH shall be                0%
            Stock and Securities       merged into Cricket.
            Claims against CCH
</TABLE>

                                       34
<PAGE>

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
7           Old Stock Rights in        Impaired; each Holder of an Allowed Class 7                  0%
            CCH and All Claims         Interest shall receive no Cash or property on
            Arising Out of Such        account of such Interest.
            Old Stock Rights
</TABLE>

CLAIMS AGAINST AND INTERESTS IN CRICKET

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
-           Administrative Claims      Paid in full in Cash by Reorganized Cricket on             100%
                                       the Effective Date or as soon as
                                       practicable thereafter (unless the Holder
                                       of a particular Claim and Cricket agree to
                                       some other treatment), or in accordance
                                       with the terms and conditions of
                                       transactions or agreements relating to
                                       obligations incurred in the ordinary
                                       course of business during the pendency of
                                       the Chapter 11 Case.

-           Priority Tax Claims        At the option of Reorganized Cricket either                100%
                                       (i) Reinstated, (ii) paid in full in Cash by
                                       Reorganized Cricket on the Effective Date or as
                                       soon as practicable thereafter, or (iii) paid
                                       over a six-year period from the date of
                                       assessment, as provided in Section 1129(a)(9)(C)
                                       of the Bankruptcy Code with interest payable at
                                       a rate of 8 1/4% per annum or as otherwise
                                       established by the Court.

            SECURED CLAIMS:

1A          Old Vendor Debt            Impaired; on the Effective Date or as soon as            30-37%
            Claims                     practicable thereafter, each Holder of an
                                       Allowed Old Vendor Debt Claim shall receive, on
                                       a Pro Rata basis, the Old Vendor Debt
                                       Distribution.

2A et       Other Secured              Unimpaired if paid in full in Cash or Reinstated           100%
seq.        Claims                     on the Effective Date or as soon as practicable
                                       thereafter; Impaired if Holder of Allowed
                                       Class 2A et seq. Claim receives alternative
                                       treatment.
</TABLE>

                                       35
<PAGE>

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
                                       Each Holder of an Allowed Class 2A et seq. Claim
                                       shall, in the discretion of the Debtor with the
                                       consent of the Informal Vendor Debt Committee,
                                       receive any one or a combination of any of the
                                       following: (i) Cash in an amount equal to such
                                       Allowed Class 2A et seq. Claim; (ii) deferred
                                       Cash payments totaling at least the Allowed
                                       amount of such Allowed Class 2A et seq. Claim,
                                       of a value, as of the Effective Date, of at
                                       least the value of such Holder's interest in the
                                       Collateral securing the Allowed Class 2A et seq.
                                       Claim; (iii) the Collateral securing such
                                       Holder's Allowed Class 2A et seq. Claim; (iv)
                                       payments or Liens amounting to the indubitable
                                       equivalent of the value of such Holder's
                                       interest in the Collateral securing the Allowed
                                       Class 2A et seq. Claim; (v) Reinstatement of
                                       such Class 2A et seq. Claim; or (vi) such other
                                       treatment as the Debtor and such Holder shall
                                       have agreed upon in writing. The Debtor will
                                       make the foregoing election and provide notice
                                       of such election to the applicable Holder of an
                                       Allowed Class 2A et seq. Claim no later than 10
                                       days prior to the Voting Deadline.

            UNSECURED CLAIMS:

3           Priority Claims           Unimpaired; paid in full by Reorganized Cricket             100%
                                      on or before the later of (i) the Effective Date
                                      or as soon as practicable thereafter, (ii) the
                                      date such Claim becomes an Allowed Claim and
                                      (iii) the date that such Claim would be paid in
                                      accordance with the terms and conditions of any
                                      agreements or understandings relating thereto
                                      between Cricket and the Holder of such Claim.
</TABLE>

                                          36
<PAGE>

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
4           General Unsecured          Impaired; each Holder of an Allowed Class 4                  0%
            Claims                     Claim shall receive on a Pro Rata basis its
                                       share of the Cricket General Unsecured Creditor
                                       Distribution.

5           Intercompany               Impaired; each Holder of an Allowed Class 5                  0%
            Claims                     Claim shall receive the Intercompany Release as
                                       of the Initial Distribution Date.

6           Old Common Stock of        Impaired; each Holder of an Allowed Class 6                  0%
            Cricket and Securities     Interest shall receive no Cash or property on
            Claims against Cricket     account of such Interest.

7           Old Stock Rights in        Impaired; each Holder of an Allowed Class 7                  0%
            Cricket and All Claims     Interest shall receive no Cash or property on
            Arising Out of Such        account of such Interest.
            Old Stock Rights
</TABLE>

CLAIMS AGAINST AND INTERESTS IN LICENSE HOLDING COMPANIES (APPLICABLE
TO EACH LICENSE HOLDING COMPANY)

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
-           Administrative             Paid in full in Cash by the applicable                     100%
            Claims                     Reorganized License Holding Company on
                                       the Effective Date or as soon as
                                       practicable thereafter (unless the Holder
                                       of a particular Claim and the applicable
                                       License Holding Company agree to some
                                       other treatment), or in accordance with
                                       the terms and conditions of transactions
                                       or agreements relating to obligations
                                       incurred in the ordinary course of
                                       business during the pendency of the
                                       Chapter 11 Cases.
</TABLE>

                                       37
<PAGE>

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
-           Priority Tax Claims        Paid in full in Cash by the applicable                     100%
                                       Reorganized License Holding Company on the
                                       Effective Date or as soon as practicable
                                       thereafter.

            SECURED CLAIMS:

1A          Old Vendor Debt            Impaired; on the Effective Date or as soon as            30-37%
            Claim                      practicable thereafter, each Holder of an
                                       Allowed Old Vendor Debt Claim shall receive, on
                                       a Pro Rata basis, the Old Vendor Debt
                                       Distribution.

1B          FCC Claims                 On the Effective Date or as soon thereafter as             100%
                                       practicable, the Holder of the FCC Claims shall
                                       be Reinstated. The Holder of the FCC Claims
                                       will be deemed Unimpaired.

2A et       Other Secured              Unimpaired if paid in full in Cash or                      100%
seq.        Claims                     Reinstated on the Effective Date or as soon as
                                       practicable thereafter; Impaired if Holder of
                                       Allowed Class 2A et seq. Claim receives
                                       alternative treatment.  Each Holder of an
                                       Allowed Class 2A et seq. Claim shall, in the
                                       discretion of the Debtor with the consent of
                                       the Informal Vendor Debt Committee, receive any
                                       one or a combination of any of the following:
                                       (i) Cash in an amount equal to such Allowed
                                       Class 2A et seq. Claim; (ii) deferred Cash
                                       payments totaling at least the Allowed amount
                                       of such Allowed Class 2A et seq. Claim, of a
                                       value, as of the Effective Date, of at least
                                       the value of such Holder's interest in the
                                       Collateral securing the Allowed Class 2A et
                                       seq. Claim; (iii) the Collateral securing such
                                       Holder's Allowed Class 2A et seq. Claim;
                                       (iv) payments or Liens amounting to the
                                       indubitable equivalent of the value of such
                                       Holder's interest in the Collateral securing
                                       the Allowed Class 2A et seq. Claim;
                                       (v) Reinstatement of such
</TABLE>

                                       38
<PAGE>

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
                                       Class 2A et seq. Claim; or (vi) such other
                                       treatment as the Debtor and such Holder shall
                                       have agreed upon in writing. The Debtor will
                                       make the foregoing election and provide notice
                                       of such election to the applicable Holder of an
                                       Allowed Class 2A et seq. Claim no later than 14
                                       days prior to the Voting Deadline. To the extent
                                       the Debtor elects clause (i), (ii), (iv), (v) or
                                       (vi) above, any liability associated with such
                                       treatment shall be satisfied with funds from
                                       Cricket.

            UNSECURED CLAIMS:

3           Priority Claims            Unimpaired; paid in full by the applicable                 100%
                                       Reorganized License Holding Company on or
                                       before the later of (i) the Effective Date or
                                       as soon as practicable thereafter, (ii) the
                                       date such Claim becomes an Allowed Claim and
                                       (iii) the date that such Claim would be paid in
                                       accordance with the terms and conditions of any
                                       agreements or understandings relating thereto
                                       between the applicable License Holding Company
                                       and the Holder of such Claim.

4           General Unsecured          Impaired; each Holder of an Allowed Class 4                  0%
            Claims                     Claim to receive no Cash or property on
                                       account of such Claims.

5           Intercompany               Impaired; each Holder of an Allowed Class 5                  0%
            Claims                     Claim to receive the Intercompany Release
                                       as of the Initial Distribution Date.

6           Old License Holding        Impaired; each Holder of an Allowed Class 6                  0%
            Company Common Stock       Interest shall retain no Cash or property on
            and Securities Claims      account of such Interest.
            Against License
            Holding Company
</TABLE>

                                          39
<PAGE>

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
7           Old Stock Rights in        Impaired; each Holder of an Allowed Class 7                  0%
            License Holding Company    Interest shall receive no Cash or property on
            and All Claims Arising     account of such Interest.
            Out of Such Old Stock
            Rights
</TABLE>

CLAIMS AGAINST AND INTERESTS IN PROPERTY HOLDING COMPANIES (APPLICABLE
TO EACH PROPERTY HOLDING COMPANY)

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
-           Administrative             Paid in full in Cash by the applicable                     100%
            Claims                     Reorganized Property Holding Company on
                                       the Effective Date or as soon as
                                       practicable thereafter (unless the Holder
                                       of a particular Claim and the applicable
                                       Property Holding Company agree to some
                                       other treatment), or in accordance with
                                       the terms and conditions of transactions
                                       or agreements relating to obligations
                                       incurred in the ordinary course of
                                       business during the pendency of the
                                       Chapter 11 Cases.

-           Priority Tax Claims        Paid in full in Cash by the applicable                     100%
                                       Reorganized Property Holding Company on the
                                       Effective Date or as soon as practicable
                                       thereafter.

            SECURED CLAIMS:

1A          Old Vendor Debt            Impaired; on the Effective Date or as soon as            30-37%
            Claims                     practicable thereafter, each Holder of an
                                       Allowed Old Vendor Debt Claim shall receive, on
                                       a Pro Rata basis, the Old Vendor Debt
                                       Distribution.

2A et       Other Secured              Unimpaired if paid in full in Cash or                      100%
seq.        Claims                     Reinstated on the Effective Date or as soon as
                                       practicable thereafter; Impaired if Holder of
                                       Allowed Class 2A et seq. Claim receives
                                       alternative treatment. Each Holder of an
                                       Allowed Class 2A et
</TABLE>

                                          40
<PAGE>

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
                                       seq. Claim shall, in the discretion of the
                                       Debtor with the consent of the Informal Vendor
                                       Debt Committee, receive any one or a combination
                                       of any of the following: (i) Cash in an amount
                                       equal to such Allowed Class 2A et seq. Claim;
                                       (ii) deferred Cash payments totaling at least
                                       the Allowed amount of such Allowed Class 2A et
                                       seq. Claim, of a value, as of the Effective
                                       Date, of at least the value of such Holder's
                                       interest in the Collateral securing the Allowed
                                       Class 2A et seq. Claim; (iii) the Collateral
                                       securing such Holder's Allowed Class 2A et seq.
                                       Claim; (iv) payments or Liens amounting to the
                                       indubitable equivalent of the value of such
                                       Holder's interest in the Collateral securing the
                                       Allowed Class 2A et seq. Claim; (v)
                                       Reinstatement of such Class 2A et seq. Claim; or
                                       (vi) such other treatment as the Debtor and such
                                       Holder shall have agreed upon in writing. The
                                       Debtor will make the foregoing election and
                                       provide notice of such election to the
                                       applicable Holder of an Allowed Class 2A et seq.
                                       Claim no later than 14 days prior to the Voting
                                       Deadline.

            UNSECURED CLAIMS:

3           Priority Claims            Unimpaired; paid in full by the applicable                 100%
                                       Reorganized Property Holding Company on or
                                       before the later of (i) the Effective Date or
                                       as soon as practicable thereafter, (ii) the
                                       date such Claim becomes an Allowed Claim and
                                       (iii) the date that such Claim would be paid in
                                       accordance with the terms and conditions of any
                                       agreements or understandings relating thereto
                                       between the applicable Property Holding Company
                                       and the Holder of such Claim.
</TABLE>

                                          41
<PAGE>

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
4           General Unsecured          Impaired; each Holder of an Allowed Class 4                  0%
            Claims                     Claim to receive no Cash or property on
                                       account of such Claim.

5           Intercompany Claims        Impaired; each Holder of an Allowed Class 5                  0%
                                       Claim to receive the Intercompany Release
                                       as of the Initial Distribution Date.

6           Old Property Holding       Impaired; each Holder of an Allowed Class 6                  0%
            Company Common Stock       Interest shall receive no Cash or property on
            and Securities Claims      account of such Interest.
            Against Property
            Holding Company

7           Old Stock Rights in        Impaired; each Holder of an Allowed Class 7                  0%
            Property Holding Company   Interest shall receive no Cash or property on
            and All Claims Arising     account of such Interest.
            Out of Such Old Stock
            Rights
</TABLE>

CLAIMS AGAINST AND INTERESTS IN OTHER SUBSIDIARIES (APPLICABLE TO
EACH OTHER SUBSIDIARY)

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
-           Administrative             Paid in full in Cash by the applicable                     100%
            Claims                     Reorganized Other Subsidiary on the
                                       Effective Date or as soon as practicable
                                       thereafter (unless the Holder of a
                                       particular Claim and the applicable Other
                                       Subsidiary agree to some other
                                       treatment), or in accordance with the
                                       terms and conditions of transactions or
                                       agreements relating to obligations
                                       incurred in the ordinary course of
                                       business during the pendency of the
                                       Chapter 11 Cases.

-           Priority Tax Claims        Paid in full in Cash by the applicable                     100%
                                       Reorganized Other Subsidiary on the Effective
                                       Date or as soon as practicable thereafter.
</TABLE>

                                       42
<PAGE>

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
            SECURED CLAIMS:

1A et       Other Secured              Unimpaired if paid in full in Cash or                      100%
seq.        Claims                     Reinstated on the Effective Date or as soon as
                                       practicable thereafter; Impaired if Holder of
                                       Allowed Class 1A et seq. Claim receives
                                       alternative treatment.  Each Holder of an
                                       Allowed Class 1A et seq. Claim shall, in the
                                       discretion of the Debtor with the consent of
                                       the Informal Vendor Debt Committee, receive any
                                       one or a combination of any of the following:
                                       (i) Cash in an amount equal to such Allowed
                                       Class 1A et seq. Claim; (ii) deferred Cash
                                       payments totaling at least the Allowed amount
                                       of such Allowed Class 1A et seq. Claim, of a
                                       value, as of the Effective Date, of at least
                                       the value of such Holder's interest in the
                                       Collateral securing the Allowed Class 1A et
                                       seq. Claim; (iii) the Collateral securing such
                                       Holder's Allowed Class 1A et seq. Claim;
                                       (iv) payments or Liens amounting to the
                                       indubitable equivalent of the value of such
                                       Holder's interest in the Collateral securing
                                       the Allowed Class 1A et seq. Claim;
                                       (v) Reinstatement of such Class 1A et seq.
                                       Claim; or (vi) such other treatment as the
                                       Debtor and such Holder shall have agreed upon
                                       in writing.  The Debtor will make the foregoing
                                       election and provide notice of such election to
                                       the applicable Holder of an Allowed Class 1A et
                                       seq. Claim no later than 14 days prior to the
                                       Voting Deadline.  To the extent the Debtor
                                       elects clause (i), (ii), (iv), (v) or (vi)
                                       above, any liability associated with such
                                       treatment shall be satisfied with funds from
                                       Cricket.
</TABLE>

                                       43
<PAGE>

<TABLE>
<CAPTION>
               TYPE OF ALLOWED                                                                 ESTIMATED
CLASS         CLAIM OR INTEREST                          TREATMENT                             RECOVERY
-----         -----------------                          ---------                             --------
<S>         <C>                        <C>                                                     <C>
            UNSECURED CLAIMS:

2           Priority Claims            Unimpaired; paid in full by the applicable                 100%
                                       Reorganized Other Subsidiary on or before the
                                       later of (i) the Effective Date or as soon as
                                       practicable thereafter, (ii) the date such
                                       Claim becomes an Allowed Claim and (iii) the
                                       date that such Claim would be paid in
                                       accordance with the terms and conditions of any
                                       agreements or understandings relating thereto
                                       between the applicable Other Subsidiary and the
                                       Holder of such Claim.

3           General Unsecured          Impaired; each Holder of an Allowed Class 3                  0%
            Claims                     Claim to receive no Cash or property on
                                       account of such Claims.

4           Intercompany               Impaired; each Holder of an Allowed Class 4                  0%
            Claims                     Claim to receive the Intercompany Release
                                       as of the Initial Distribution Date.

5           Old Other Subsidiary       Impaired; each Holder of an Allowed Class 5                  0%
            Common Stock and           Interest shall receive no Cash or property on
            Securities Claims          account of such Interest.
            Against Other
            Subsidiary

6           Old Stock Rights in        Impaired; each Holder of an Allowed Class 6                  0%
            Other Subsidiary and       Interest shall receive no Cash or property on
            All Claims Arising         account of such Interest.
            Out of Such Old
            Stock Rights
</TABLE>

GENERAL PROVISIONS FOR TREATMENT OF CLAIMS AND INTERESTS

SECTION 3.01 UNCLASSIFIED CLAIMS (APPLICABLE TO ALL DEBTORS)

                  (a)      Administrative Claims.

                                    (i)      General.

                                       44
<PAGE>

                  Subject to (x) the bar date provisions herein and (y)
additional requirements for professionals and certain other entities set forth
below, each of the Reorganized Debtors, as applicable, shall pay to each Holder
of an Allowed Administrative Claim, on account of its Administrative Claim and
in full satisfaction thereof, Cash equal to the Allowed amount of such
Administrative Claim on the Effective Date or as soon as practicable thereafter,
unless the Holder agrees or shall have agreed to other treatment of such Claim.
Payment on an Administrative Claim which arose in the ordinary course of each
Debtor's business will not be made until such payment would have become due in
the ordinary course of each Debtor's business or under the terms of the Claim in
the absence of the Chapter 11 Cases.

                                    (ii)     Payment Of Statutory Fees.

                  On or before the Effective Date, all fees payable pursuant to
28 U.S.C. Section 1930 shall be paid in Cash equal to the amount of such
Administrative Claim. The Debtors will pay quarterly fees to the U.S. Trustee
until entry of a final decree. In addition, the Debtors will file
post-Confirmation quarterly reports in conformance with the U.S. Trustee
Guidelines. The U.S. Trustee shall not be required to File a request for payment
of its quarterly fees, which will be deemed Administrative Claims against the
Debtors and their Estates.

                                    (iii)    Bar Date For Administrative Claims.

                           1)       General Provisions.

                  Except for Administrative Claims of professionals requesting
compensation or reimbursement of expenses, which are addressed in Section
3.01(a)(iii)(2) below, and except as otherwise provided below, for (i) non-tax
liabilities incurred in the ordinary course of business by each Debtor in
Possession and (ii) Postpetition Tax Claims, requests for payment of
Administrative Claims must be Filed and served on counsel for each of the
Reorganized Debtors no later than (x) thirty (30) days after the Effective Date,
or (y) such later date, if any, as the Court shall order upon application made
prior to the end of such 30-day period. Holders of Administrative Claims
(including, without limitation, the Holders of any Claims for federal, state or
local taxes, but excluding claims of professionals requesting compensation or
reimbursement of expenses) that are required to File a request for payment of
such Claims and that do not File such requests by the applicable bar date shall
be forever barred from asserting such Claims against any of the Debtors or the
Reorganized Debtors or any of their respective properties.

                           2)       Professionals.

                                    (A)      All professionals or other Persons
                                             requesting compensation or
                                             reimbursement of expenses pursuant
                                             to any of sections 327, 328, 330,
                                             331, 503(b) and 1103 of the
                                             Bankruptcy Code for services
                                             rendered on or before the Effective
                                             Date (including, inter alia, any
                                             compensation requested by any
                                             professional or any other Person
                                             for making a substantial
                                             contribution in the Bankruptcy
                                             Cases) shall File and serve on each
                                             of the Reorganized Debtors, the
                                             Informal Vendor Debt Committee and
                                             the Official Committee (or, if the
                                             Official

                                       45
<PAGE>

                                             Committee has disbanded, the Leap
                                             Creditor Trust Trustee) an
                                             application for final allowance of
                                             compensation and reimbursement of
                                             expenses no later than (i) sixty
                                             (60) days after the Effective Date,
                                             or (ii) such later date as the
                                             Court shall order upon application
                                             made prior to the end of such
                                             60-day period. All compensation and
                                             reimbursement of expenses for
                                             professionals incurred by or on
                                             behalf of Leap shall be paid for by
                                             Leap. All compensation and
                                             reimbursement of expenses for
                                             professionals incurred by or on
                                             behalf of Debtors other than Leap
                                             shall be paid for by Cricket.

                                    (B)      Objections to applications of
                                             professionals or other Persons for
                                             compensation or reimbursement of
                                             expenses must be Filed and served
                                             on the Reorganized Debtors, counsel
                                             for the Reorganized Debtors, the
                                             Informal Vendor Debt Committee, the
                                             Official Committee (or, if the
                                             Official Committee has disbanded,
                                             the Leap Creditor Trust Trustee)
                                             and the professionals to whose
                                             application the objections are
                                             addressed on or before (i) sixty
                                             (60) days after such application is
                                             Filed and served or (ii) such later
                                             date as the Court shall order upon
                                             application made prior to the end
                                             of such 60-day period or upon
                                             agreement between the Reorganized
                                             Debtors and the affected
                                             professional.

                                    (C)      On or prior to the Confirmation
                                             Date, each professional seeking
                                             compensation or reimbursement under
                                             section 327, 328, 330, 331, 503(b),
                                             or 1103 of the Bankruptcy Code
                                             shall provide the Reorganized
                                             Debtors, the Informal Vendor Debt
                                             Committee and the Official
                                             Committee with a non-binding,
                                             written estimate of the amount of
                                             its requested compensation and
                                             reimbursement through the Effective
                                             Date. On the Effective Date,
                                             Reorganized Cricket shall establish
                                             a reserve for professionals
                                             providing services to Debtors other
                                             than Leap (the "Professional Claims
                                             Reserve") in an amount equal to the
                                             aggregate amount of such estimated
                                             compensation or reimbursements,
                                             unless otherwise previously paid by
                                             the Debtors. The funds in the
                                             Professional Claims Reserve shall
                                             be used solely for the payment of
                                             Allowed professional fee claims for
                                             professionals providing services to
                                             Debtors other than Leap. If an
                                             applicable professional fails to
                                             submit an estimate

                                       46
<PAGE>

                                             of its fees in accordance with this
                                             section, the Reorganized Debtors
                                             shall not pay such professional's
                                             Allowed professional fee claim from
                                             the Professional Claims Reserve but
                                             rather shall pay such claim from
                                             any other source available to such
                                             Reorganized Debtors. The foregoing
                                             notwithstanding, if an applicable
                                             professional submits a non-binding,
                                             written estimate of his or her fees
                                             and reimbursable expenses in
                                             accordance with this section, under
                                             no circumstances shall such
                                             submission be construed to limit
                                             the source of such professional's
                                             compensation and reimbursement
                                             solely to the funds set aside in
                                             the Professional Claims Reserve,
                                             nor shall such submission be
                                             construed as a maximum or cap on
                                             the amount of compensation and
                                             expense reimbursement ultimately
                                             payable to such professional.

                                    (D)      Any professional fees and
                                             reimbursements or expenses incurred
                                             by the Reorganized Debtors
                                             subsequent to the Effective Date
                                             may be paid by the Reorganized
                                             Debtors without application to or
                                             Order of the Court. The costs of
                                             the Leap Creditor Trust, including
                                             without limitation, the fees and
                                             expenses of the Leap Creditor Trust
                                             Trustee and any professionals
                                             retained by the Leap Creditor Trust
                                             Trustee, shall be borne entirely by
                                             the Leap Creditor Trust.

                                    (iv)     Reserve for Leap Administrative and
                                             Priority Claims.

                  In connection with the Leap General Unsecured Claim Cash
Distribution, prior to the Initial Distribution Date, Leap shall establish an
appropriate reserve in an amount to be agreed upon by Leap and the Official
Committee, to satisfy Allowed Administrative Claims against Leap through and
including the Effective Date (including Claims for compensation and
reimbursement of expenses by professionals providing services to Leap) and
Allowed Priority Claims against Leap. If and to the extent that such reserves
are insufficient to satisfy all such Allowed Administrative Claims against Leap
and Allowed Priority Claims against Leap, such Claims shall be satisfied by
assets transferred or transferable to the Leap Creditor Trust that have not then
been distributed to holders of beneficial interests in the Leap Creditor Trust.
Following the Effective Date, after the satisfaction of all Allowed
Administrative Claims and Allowed Priority Claims against Leap and the
resolution of all Disputed Administrative Claims and Disputed Priority Claims
against Leap, any remaining Cash held in the reserve of Reorganized Leap will be
distributed to the Leap Creditor Trust. Under no circumstances shall Reorganized
Leap, Cricket or any other Debtor or Reorganized Debtor be liable in any way for
any Claims against Leap, including such Allowed Administrative Claims and
Allowed Priority Claims.

                                       47
<PAGE>

                                    (v)      Reserve for Cricket Companies'
                                             Administrative and Priority Claims.

                  Prior to the Confirmation Date, Cricket shall establish an
appropriate reserve in an amount to be agreed upon by Cricket and the Informal
Vendor Debt Committee, to satisfy Allowed Administrative Claims against Cricket
and the other Cricket companies through and including the Effective Date
(including Claims for compensation and reimbursement of expenses by
professionals providing services) and Allowed Priority Claims against Cricket
and the other Cricket companies. If and to the extent that such reserves are
insufficient to satisfy all such Allowed Administrative Claims and Allowed
Priority Claims, such Claims shall be satisfied by other assets of Cricket.
Following the Effective Date, after the satisfaction of all Allowed
Administrative Claims and Allowed Priority Claims and the resolution of all
Disputed Administrative Claims and Disputed Priority Claims, any remaining Cash
held in the reserve of Reorganized Cricket will become available to Reorganized
Cricket for use in its discretion. Under no circumstances shall Leap or the Leap
Creditor Trust be liable in any way for any Claims against non-Leap Debtors,
including any such Allowed Administrative Claims and Allowed Priority Claims.
Nothing contained herein shall diminish the reserve established for cure amounts
set forth in Section 4.01 hereof.

                                    (vi)     Reserve for Disputed Old Vendor
                                             Debt Claims.

                  Prior to the Effective Date, Cricket shall establish a reserve
in respect of each Disputed Old Vendor Debt Claim, by holding back that portion
of the Old Vendor Debt Distribution that would be distributed in respect of each
such Disputed Old Vendor Debt Claim as if such Claim was an Allowed Claim on the
Effective Date, until such Disputed Claim is resolved. If the resolution of a
Disputed Old Vendor Debt Claim results in such Claim becoming an Allowed Old
Vendor Debt Claim, that portion of the Old Vendor Debt Distribution held back in
respect of such Claim shall be Distributed (to the extent of the Allowed portion
of such Old Vendor Debt Claim) to the Holder thereof as promptly as practicable.
Following the Effective Date, after the resolution of all such Disputed Old
Vendor Debt Claims, any remaining Reorganized Leap Common Stock or New Senior
Notes held in the reserve of Reorganized Cricket shall be distributed to the
Holders of Allowed Old Vendor Debt Claims on a Pro Rata basis.

                           3)       Ordinary Course Liabilities.

                  Holders of Administrative Claims based on liabilities incurred
post-petition in the ordinary course of the Debtors' business (other than Claims
of governmental units for taxes or Claims and/or penalties related to such
taxes) shall not be required to File any request for payment of such Claims.
Such Administrative Claims shall be assumed and paid by Reorganized Debtors, as
appropriate, pursuant to the terms and conditions of the particular transaction
giving rise to such Administrative Claim, without any further action by the
Holders of such Claims.

                           4)       Tax Claims.

                  All requests for payment of Postpetition Tax Claims, for which
no bar date has otherwise been previously established, must be Filed on or
before the later of (i) sixty (60) days following the Effective Date; and (ii)
120 days following the filing of the tax return for such

                                       48
<PAGE>

taxes for such tax year or period with the applicable governmental unit. Any
Holder of any Postpetition Tax Claim that is required to File a request for
payment of such taxes and that does not File such a Claim by the applicable bar
date shall be forever barred from asserting any such Postpetition Tax Claim
against any of the Debtors or Reorganized Debtors, or any of their respective
properties, whether any such Postpetition Tax Claim is deemed to arise prior to,
on, or subsequent to, the Effective Date. The Debtors are paying all
Postpetition Tax Claims as they come due; however, certain taxing authorities
conduct audits which may result in a postpetition tax liability of which the
Debtors are currently unaware.

                  The administrative expense claim filed by the Internal Revenue
Service against Cricket in the amount of $240,619.20 (the "IRS Claim") shall be
allowed as an administrative expense claim under 11 U.S.C. Section 503(b) and
paid on the later of the Effective Date of the Plan or the date such claim is
due in the ordinary course of business unless the Debtors object to the IRS
Claim within 30 days from entry of the Confirmation Order; provided that to the
extent the IRS Claim falls under Section 507(a)(8), the Debtors reserve their
rights to treat the claim accordingly.

                  (b)      Treatment Of Priority Tax Claims.

                  Except as otherwise agreed to by the Reorganized Debtors and
the applicable taxing agency, the Reorganized Debtors, as appropriate, shall pay
to each Holder of an Allowed Priority Tax Claim deferred Cash payments, over a
period not exceeding six years from the date of assessment of such Claim, in an
aggregate amount equal to the amount of such Allowed Priority Tax Claim, plus
interest from the Effective Date on the unpaid portion of such Allowed Priority
Tax Claim (without penalty of any kind) at the rate prescribed below. Payment of
the amount of each such Allowed Priority Tax Claim shall be made in equal
semiannual installments payable on June 1 and December 1, with the first
installment due on June 1 or December 1 after the latest of: (a) the Effective
Date, (b) 30 days after the date on which an Order allowing such Priority Tax
Claim becomes a Final Order, and (c) such other time or times as may be agreed
to by the Holder of such Claim and the applicable Reorganized Debtor. Each
installment shall include interest on the unpaid portion of such Allowed
Priority Tax Claim, without penalty of any kind, at the rate of 8 1/4% per annum
or as otherwise established by the Court; provided, however, that the
Reorganized Debtors, as appropriate, shall have the right to pay any Allowed
Priority Tax Claim, or any remaining balance of such Claim, in full, at any time
on or after the Effective Date, without premium or penalty of any kind.

SECTION 3.02 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN LEAP

                  Leap Class 1A - GLH Claim. The Holder of the Class 1A GLH
Claim shall, in full satisfaction, settlement, release and discharge of and in
exchange for such Secured Claim, be treated pursuant to the terms and conditions
of the GLH Stipulation. Pursuant to the GLH Stipulation, the Holder of the
Allowed Secured Claim in Class 1A shall be deemed to have voted to accept the
Plan.

                  Leap Class 1B - 12 1/2% Senior Secured Claim. On the Initial
Distribution Date, or as soon as practicable thereafter, each Holder of a Class
1B 12 1/2% Senior Secured Claim shall receive, in full satisfaction, settlement,
release and discharge of and in exchange for its Claim, on a Pro Rata basis, the
12 1/2% Senior Secured Claim Distribution (approximately $200,00 in the
aggregate). In addition, by order entered by the Court on April 18, 2003, each

                                       49
<PAGE>

Holder of a Class 1B 12 1/2% Senior Secured Claim, received, on a Pro Rata
basis, the Cash in the Senior Notes Pledged Account reflecting the amount of
interest owing as of April 15, 2003. Leap Class 1B is Unimpaired and shall be
deemed to have voted to accept the Plan.

                  Leap Class 1C - Old Vendor Debt Claim. The Holders of Old
Vendor Debt have secured claims against Leap and its Estate because Leap pledged
the stock of substantially all of the License Holding Companies owned by Leap as
security for the Old Vendor Debt. On the Initial Distribution Date, each Holder
of a Class 1C Old Vendor Debt Claim shall, in full satisfaction, settlement,
release and discharge of and in exchange for its Claim against Leap and its
Estate, receive, the benefit of the Intercompany Releases, and on the Effective
Date or as soon as practicable thereafter, on a Pro Rata basis, the Old Vendor
Debt Distribution. Leap Class 1C is Impaired and shall be entitled to vote to
accept or reject the Plan.

                  Leap Class 2A et seq. - Other Secured Claims. Class 2A et seq.
consists of all other Secured Claims against Leap. Leap currently believes that,
as of the Petition Date, Wells Fargo Bank, N.A., Travelers Casualty & Surety Co.
of America and GE Capital Financial held certificates of deposit or money market
funds to secure obligations under letters of credit, surety bonds and employee
credit cards, respectively. Leap expects that the claims of the foregoing Class
2A, 2B and 2C members shall be Reinstated. Leap Class 2A, 2B and 2C Claims are
Unimpaired and shall be deemed to have voted to accept the Plan.

                  This Class will be further divided into subclasses designated
by letters of the alphabet (CLASS 2D, CLASS 2E, and so on), so that each Holder
of any Secured Claim is in a Class by itself, except to the extent that there
are Secured Claims that are substantially similar to each other and may be
included within a single Class. Each Allowed Secured Claim in Class 2A et seq.
shall, in the discretion of the Debtor with the consent of the Informal Vendor
Debt Committee, receive, in full satisfaction, settlement, release and discharge
of and in exchange for its Claim, any one or a combination of any of the
following: (i) Cash in an amount equal to such Allowed Class 2A et seq. Claim;
(ii) deferred Cash payments totaling at least the Allowed amount of such Allowed
Class 2A et seq. Claim, of a value, as of the Effective Date, of at least the
value of such Holder's interest in the Collateral securing the Allowed Class 2A
et seq. Claim; (iii) the Collateral securing such Holder's Allowed Class 2A et
seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of
the value of such Holder's interest in the Collateral securing the Allowed Class
2A et seq. Claim; (v) Reinstatement of such Class 2A et seq. Claim; or (vi) such
other treatment as the Debtor and such Holder shall have agreed upon in writing.
The Debtor will make the foregoing election and provide notice of such election
to the applicable Holder of an Allowed Class 2A et seq. Claim no later than 14
days prior to the Voting Deadline. To the extent the Debtor elects clause (i),
(ii), (iv), (v) or (vi) above, any liability associated with such treatment
shall be satisfied with funds from Cricket.

                  Allowed Claims in Class 2A et seq. that are paid in full in
Cash or Reinstated on the Effective Date or as soon as practicable thereafter
are Unimpaired under the Plan and the Holders of such Allowed Claims in Class 2A
et seq. will be deemed to have voted to accept the Plan. Allowed Claims in Class
2A et seq. that receive any alternative treatment are Impaired and therefore
entitled to vote to accept or reject the Plan.

                  Leap Class 3 - Priority Claims. The Plan provides that unless
otherwise agreed to by Leap and the applicable Holder of a Claim, each Holder of
an Allowed Claim in Class 3

                                       50
<PAGE>

will be paid the Allowed Amount of such Claim in full in Cash by Leap on or
before the later of (i) the Effective Date or as soon as practicable thereafter,
(ii) the date such Claim becomes an Allowed Claim and (iii) the date that such
Claim would be paid in accordance with any terms and conditions of any
agreements or understandings relating thereto between Leap and the Holder of
such Claim. Allowed Claims in Class 3 are Unimpaired under the Plan and the
Holders of Allowed Claims in Class 3 will be deemed to have accepted the Plan.

                  Leap Class 4 - General Unsecured Claims. On the Initial
Distribution Date, each Holder of an Allowed Class 4 Claim shall, in full
satisfaction, settlement, release, discharge of and in exchange for such Claim
(except as otherwise provided in the Plan), receive a Pro Rata distribution of
beneficial interests in the Leap Creditor Trust and the Leap Creditor Trust
shall receive the Leap General Unsecured Claim Cash Distribution. On the
Effective Date, Reorganized Leap shall transfer to the Leap Creditor Trust the
Leap General Unsecured Claim Equity Distribution (for Distribution to the
Holders) and the Leap Creditor Trust Assets. After the satisfaction of all
Allowed Administrative Claims and Priority Claims against Leap, any remaining
Cash held in reserve by Reorganized Leap will be distributed to the Leap
Creditor Trust. If any Leap Creditor Trust Assets are converted to Cash on or
after the Initial Distribution Date but prior to the Effective Date, the Cash
proceeds shall be transferred to the Leap Creditor Trust as soon as practicable
upon such monetization, notwithstanding the fact that the Effective Date has not
occurred. Class 4 is Impaired and therefore entitled to vote to accept or reject
the Plan.

                  Leap Class 4A - Subordinated General Unsecured Claims. To the
extent the Court enters an Order subordinating a Class 4 Claim against Leap,
that claim will be placed in Class 4A. If any such claims are subordinated, all
Allowed Class 4 Claims against Leap would have to be paid in full prior to any
payments to satisfy the Allowed Class 4A Claims. Because Allowed Class 4 Claims
against Leap will not be paid in full under the Plan, each Holder of an Allowed
Class 4A Claim shall not receive any property or Cash under the Plan on account
of such Claims. Class 4A is Impaired under the Plan and deemed to have voted to
reject the Plan.

                  Leap Class 5 - Intercompany Claim. Each Holder of an Allowed
Class 5 Claim shall, in full satisfaction, settlement, release, discharge of and
in exchange for such Claim, receive the Intercompany Release on account of such
Claim as of the Initial Distribution Date. Class 5 is Impaired under the Plan
and therefore entitled to vote to accept or reject the Plan.

                  Leap Class 6 - Old Leap Common Stock and Securities Claims
Against Leap. Each Holder of an Allowed Class 6 Interest shall not receive or
retain any property or Cash under the Plan on account of such Interest. Class 6
is Impaired under the Plan and deemed to have voted to reject the Plan.

                  Leap Class 7 - Interests of Holders of Old Stock Rights and
All Claims Arising Out of Such Old Stock Rights. Each Holder of an Allowed Class
7 Interest shall not receive or retain any property or Cash under the Plan on
account of such Interest. Class 7 is Impaired under the Plan and deemed to have
voted to reject the Plan.

SECTION 3.03 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN CCH

                  CCH Class 1A - Old Vendor Debt Claim. On the Effective Date,
or as soon as practicable thereafter, each Holder of an Allowed Class 1A Claim
shall, in full satisfaction,

                                       51
<PAGE>

settlement, release, discharge of and in exchange for such Claim, receive a Pro
Rata share of the Old Vendor Debt Distribution. Class 1A is Impaired and
entitled to vote to accept or reject the Plan.

                  CCH Class 2A et seq. - Other Secured Claims. Class 2A et seq.
consists of all other Secured Claims against CCH. CCH currently does not believe
any such Holders exist.

                  This Class will be further divided into subclasses designated
by letters of the alphabet (CLASS 2B, CLASS 2C, and so on), so that each Holder
of any Secured Claim is in a Class by itself, except to the extent that there
are Secured Claims that are substantially similar to each other and may be
included within a single Class. Each Allowed Secured Claim in Class 2A et seq.
shall, in the discretion of the Debtor with the consent of the Informal Vendor
Debt Committee, receive, in full satisfaction, settlement, release and discharge
of and in exchange for its Claim, any one or a combination of any of the
following: (i) Cash in an amount equal to such Allowed Class 2A et seq. Claim;
(ii) deferred Cash payments totaling at least the Allowed amount of such Allowed
Class 2A et seq. Claim, of a value, as of the Effective Date, of at least the
value of such Holder's interest in the Collateral securing the Allowed Class 2A
et seq. Claim; (iii) the Collateral securing such Holder's Allowed Class 2A et
seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of
the value of such Holder's interest in the Collateral securing the Allowed Class
2A et seq. Claim; (v) Reinstatement of such Class 2A et seq. Claim; or (vi) such
other treatment as the Debtor and such Holder shall have agreed upon in writing.
The Debtor will make the foregoing election and provide notice of such election
to the applicable Holder of an Allowed Class 2A et seq. Claim no later than 14
days prior to the Voting Deadline. To the extent the Debtor elects clause (i),
(ii), (iv), (v) or (vi) above, any liability associated with such treatment
shall be satisfied with funds from Cricket.

                  Allowed Claims in Class 2A et seq. that are paid in full in
Cash or Reinstated on the Effective Date or as soon as practicable thereafter
are Unimpaired under the Plan and the Holders of such Allowed Claims in Class 2A
et seq. will be deemed to have voted to accept the Plan. Allowed Claims in Class
2A et seq. that receive any alternative treatment are Impaired and therefore
entitled to vote to accept or reject the Plan.

                  CCH Class 3 - Priority Claims. Unless otherwise agreed to by
CCH and the applicable Holder of a Claim, each Holder of an Allowed Claim in
Class 3 will, in full satisfaction, settlement, release, discharge of and in
exchange for such Claim, be paid the Allowed Amount of such Claim in full in
Cash by Reorganized CCH on or before the later of (i) the Effective Date or as
soon as practicable thereafter, (ii) the date such Claim becomes an Allowed
Claim and (iii) the date that such Claim would be paid in accordance with any
terms and conditions of any agreements or understandings relating thereto
between CCH and the Holder of such Claim. Allowed Claims in Class 3 are
Unimpaired under the Plan and the Holders of Allowed Claims in Class 3 will be
deemed to have accepted the Plan.

                  CCH Class 4 - General Unsecured Claims. Holders of Allowed
Class 4 Claims shall not receive any property or Cash on account of such Claims.
Class 4 is Impaired under the Plan and deemed to have voted to reject the Plan.

                  CCH Class 5 - Intercompany Claim. Each Holder of an Allowed
Class 5 Claim shall, in full satisfaction, settlement, release, discharge of and
in exchange for such Claim,

                                       52
<PAGE>

receive the Intercompany Release on account of such Claim as of the Initial
Distribution Date. Class 5 is Impaired under the Plan and therefore entitled to
vote to accept or reject the Plan.

                  CCH Class 6 - Old Common Stock of CCH and Securities Claims.
Holders of Allowed Class 6 Interests shall not receive any property or Cash on
account of such Interests. Class 6 is Impaired and deemed to have voted to
reject the Plan.

                  CCH Class 7 - Interests of Holders of Old Stock Rights and All
Claims Arising Out of Such Old Stock Rights. Each Holder of an Allowed Class 7
Interest shall not receive or retain any property or Cash under the Plan on
account of such Interest. Class 7 is Impaired under the Plan and deemed to have
voted to reject the Plan. CCH currently does not believe any such Holders exist.

SECTION 3.04 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN CRICKET

                  Cricket Class 1A - Old Vendor Debt Claim. On the Effective
Date, or as soon as practicable thereafter, each Holder of an Allowed Class 1A
Claim shall, in full satisfaction, settlement, release, discharge of and in
exchange for such Claim, receive from Cricket a Pro Rata share of the Old Vendor
Debt Distribution. Class 1A is Impaired and entitled to vote to accept or reject
the Plan.

                  Cricket Class 2A et seq. - Other Secured Claims. Class 2A et
seq. consists of all other Secured Claims against Cricket. Cricket believes
that, as of the Petition Date, Wells Fargo Bank, N.A. and Wells Fargo Merchant
Services LLC, and Travelers Casualty and Surety Co. of America, held security
interests in money market funds to secure obligations under credit card programs
and surety bonds, respectively. Cricket intends to Reinstate these Class 2A and
2B Claims. Cricket Class 2A and 2B Claims are Unimpaired and shall be deemed to
have voted to accept the Plan.

                  This Class will be further divided into subclasses designated
by letters of the alphabet (CLASS 2C, CLASS 2D, and so on), so that each Holder
of any Secured Claim is in a Class by itself, except to the extent that there
are Secured Claims that are substantially similar to each other and may be
included within a single Class. Each Allowed Secured Claim in Class 2A et seq.
shall, in the discretion of the Debtor with the consent of the Informal Vendor
Debt Committee, receive, in full satisfaction, settlement, release and discharge
of and in exchange for its Claim, any one or a combination of any of the
following: (i) Cash in an amount equal to such Allowed Class 2A et seq. Claim;
(ii) deferred Cash payments totaling at least the Allowed amount of such Allowed
Class 2A et seq. Claim, of a value, as of the Effective Date, of at least the
value of such Holder's interest in the Collateral securing the Allowed Class 2A
et seq. Claim; (iii) the Collateral securing such Holder's Allowed Class 2A et
seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of
the value of such Holder's interest in the Collateral securing the Allowed Class
2A et seq. Claim; (v) Reinstatement of such Class 2A et seq. Claim; or (vi) such
other treatment as the Debtor and such Holder shall have agreed upon in writing.
The Debtor will make the foregoing election and provide notice of such election
to the applicable Holder of an Allowed Class 2A et seq. Claim no later than 14
days prior to the Voting Deadline.

                  Allowed Claims in Class 2A et seq. that are paid in full in
Cash or Reinstated on the Effective Date or as soon as practicable thereafter
are Unimpaired under the Plan and the

                                       53
<PAGE>

Holders of such Allowed Claims in Class 2A et seq. will be deemed to have voted
to accept the Plan. Allowed Claims in Class 2A et seq. that receive any
alternative treatment are Impaired and therefore entitled to vote to accept or
reject the Plan.

                  Cricket Class 3 - Priority Claims. Unless otherwise agreed to
by the parties, each Holder of an Allowed Claim in Class 3 will, in full
satisfaction, settlement, release, discharge of and in exchange for such Claim,
be paid the Allowed Amount of such Claim in full in Cash by Reorganized Cricket
on or before the later of (i) the Effective Date or as soon as practicable
thereafter, (ii) the date such Claim becomes an Allowed Claim and (iii) the date
that such Claim would be paid in accordance with any terms and conditions of any
agreements or understandings relating thereto between Cricket and the Holder of
such Claim. Allowed Claims in Class 3 are Unimpaired under the Plan and the
Holders of Allowed Claims in Class 3 will be deemed to have accepted the Plan.

                  Cricket Class 4 - General Unsecured Claims. Holders of Allowed
Class 4 Claims shall, in full satisfaction, settlement, release, discharge of
and in exchange for such Claim, receive, on a Pro Rata basis, the Cricket
General Unsecured Creditor Distribution on account of such Claims. The Debtors
believe that there will be de minimus or no value distributed to Holders of
Allowed Class 4 Claims under the Cricket General Unsecured Creditor
Distribution. Class 4 is Impaired and therefore entitled to vote to accept or
reject the Plan.

                  Cricket Class 5 - Intercompany Claim. Each Holder of an
Allowed Class 5 Claim shall in full satisfaction, settlement, release, discharge
of and in exchange for such Claim, receive the Intercompany Release on account
of such Claim as of the Initial Distribution Date. Class 5 is Impaired under the
Plan and therefore entitled to vote to accept or reject the Plan.

                  Cricket Class 6 - Old Common Stock of Cricket and Securities
Claims. Holders of Allowed Class 6 Interests shall not receive any property or
Cash on account of such Interests. Class 6 is Impaired and deemed to have voted
to reject the Plan.

                  Cricket Class 7 - Interests of Holders of Old Stock Rights and
All Claims Arising Out of Such Old Stock Rights. Holders of Allowed Class 7
Interests shall not receive any property or Cash on account of such Interests.
Class 7 is Impaired and deemed to have voted to reject the Plan. Cricket does
not believe any such Holders exist.

SECTION 3.05 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN LICENSE
             HOLDING COMPANIES (APPLICABLE TO EACH LICENSE HOLDING COMPANY)

                  License Holding Company Class 1A - Old Vendor Debt Claim. On
the Effective Date, or as soon as practicable thereafter, each Holder of an
Allowed Class 1A Claim shall, in full satisfaction, settlement, release,
discharge of and in exchange for such Claim, receive a Pro Rata share of the Old
Vendor Debt Distribution. Class 1A is Impaired and entitled to vote to accept or
reject the Plan.

                  License Holding Company Class 1B - FCC Claims. On the
Effective Date or as soon as practicable thereafter, the Holder of the FCC
Claims shall, in full satisfaction, settlement, release, discharge of and in
exchange for such Claim, be Reinstated. The Holder of the FCC Claims will be
deemed Unimpaired and to have voted to accept the Plan.

                                          54
<PAGE>

                  License Holding Company Class 2A et seq. - Other Secured
Claims. Class 2A et seq. consists of all other Secured Claims against a License
Holding Company. The License Holding Companies currently do not believe any such
Holders exist.

                  This Class will be further divided into subclasses designated
by letters of the alphabet (CLASS 2B, CLASS 2C, and so on), so that each Holder
of any Secured Claim is in a Class by itself, except to the extent that there
are Secured Claims that are substantially similar to each other and may be
included within a single Class. Each Allowed Secured Claim in Class 2A et seq.
shall, in the discretion of the Debtor with the consent of the Informal Vendor
Debt Committee, receive, in full satisfaction, settlement, release and discharge
of and in exchange for its Claim, any one or a combination of any of the
following: (i) Cash in an amount equal to such Allowed Class 2A et seq. Claim;
(ii) deferred Cash payments totaling at least the Allowed amount of such Allowed
Class 2A et seq. Claim, of a value, as of the Effective Date, of at least the
value of such Holder's interest in the Collateral securing the Allowed Class 2A
et seq. Claim; (iii) the Collateral securing such Holder's Allowed Class 2A et
seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of
the value of such Holder's interest in the Collateral securing the Allowed Class
2A et seq. Claim; (v) Reinstatement of such Class 2A et seq. Claim; or (vi) such
other treatment as the Debtor and such Holder shall have agreed upon in writing.
The Debtor will make the foregoing election and provide notice of such election
to the applicable Holder of an Allowed Class 2A et seq. Claim no later than 14
days prior to the Voting Deadline. To the extent the Debtor elects clause (i),
(ii), (iv), (v) or (vi) above, any liability associated with such treatment
shall be satisfied with funds from Cricket.

                  Allowed Claims in Class 2A et seq. that are paid in full in
Cash or Reinstated on the Effective Date or as soon as practicable thereafter
are Unimpaired under the Plan and the Holders of such Allowed Claims in Class 2A
et seq. will be deemed to have voted to accept the Plan. Allowed Claims in Class
2A et seq. that receive any alternative treatment are Impaired and therefore
entitled to vote to accept or reject the Plan.

                  License Holding Company Class 3 - Priority Claims. Unless
otherwise agreed to by the parties, each Holder of an Allowed Claim in Class 3
will, in full satisfaction, settlement, release, discharge of and in exchange
for such Claim, be paid the Allowed Amount of such Claim in full in Cash by the
applicable Reorganized License Holding Company on or before the later of (i) the
Effective Date or as soon as practicable thereafter, (ii) the date such Claim
becomes an Allowed Claim and (iii) the date that such Claim would be paid in
accordance with any terms and conditions of any agreements or understandings
relating thereto between the applicable License Holding Company and the Holder
of such Claim. Allowed Claims in Class 3 are Unimpaired under the Plan and the
Holders of Allowed Claims in Class 3 will be deemed to have accepted the Plan.

                  License Holding Company Class 4 - General Unsecured Claims.
Holders of Allowed Class 4 Claims shall not receive any property or Cash on
account of such Claims. Class 4 is Impaired and deemed to have voted to reject
the Plan.

                  License Holding Company Class 5 - Intercompany Claim. Each
Holder of an Allowed Class 5 Claim shall, in full satisfaction, settlement,
release, discharge of and in exchange for such Claim, receive the Intercompany
Release under the Plan on account of such

                                          55
<PAGE>

Claim as of the Initial Distribution Date. Class 5 is Impaired under the Plan
and therefore entitled to vote to accept or reject the Plan.

                  License Holding Company Class 6 - Old Common Stock of License
Holding Company and Securities Claims. Holders of Allowed Class 6 Interests
shall not receive any property or Cash on account of such Interests. Class 6 is
Impaired and deemed to have voted to reject the Plan.

                  License Holding Company Class 7 - Interests of Holders of Old
Stock Rights and All Claims Arising Out of Such Old Stock Rights. Holders of
Allowed Class 7 Interests shall not receive any property or Cash on account of
such Interests. Class 7 is Impaired and deemed to have voted to reject the Plan.
The License Holding Companies do not believe any such Holders exist.

SECTION 3.06 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN PROPERTY
             HOLDING COMPANIES (APPLICABLE TO EACH PROPERTY HOLDING COMPANY)

                  Property Holding Company Class 1A - Vendor Debt Claim. On the
Effective Date, or as soon as practicable thereafter, each Holder of an Allowed
Class 1A Claim shall, in full satisfaction, settlement, release, discharge of
and in exchange for such Claim, receive a Pro Rata share of the Old Vendor Debt
Distribution. Class 1A is Impaired and entitled to vote to accept or reject the
Plan.

                  Property Holding Company Class 2A et seq. - Other Secured
Claims. Class 2A et seq. consists of all other Secured Claims against a Property
Holding Company. The Property Holding Companies currently do not believe any
such Holders exist.

                  This Class will be further divided into subclasses designated
by letters of the alphabet (CLASS 2B, CLASS 2C, and so on), so that each Holder
of any Secured Claim is in a Class by itself, except to the extent that there
are Secured Claims that are substantially similar to each other and may be
included within a single Class. Each Allowed Secured Claim in Class 2A et seq.
shall, in the discretion of the Debtor with the consent of the Informal Vendor
Debt Committee, receive, in full satisfaction, settlement, release and discharge
of and in exchange for its Claim, any one or a combination of any of the
following: (i) Cash in an amount equal to such Allowed Class 2A et seq. Claim;
(ii) deferred Cash payments totaling at least the Allowed amount of such Allowed
Class 2A et seq. Claim, of a value, as of the Effective Date, of at least the
value of such Holder's interest in the Collateral securing the Allowed Class 2A
et seq. Claim; (iii) the Collateral securing such Holder's Allowed Class 2A et
seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of
the value of such Holder's interest in the Collateral securing the Allowed Class
2A et seq. Claim; (v) Reinstatement of such Class 2A et seq. Claim; or (vi) such
other treatment as the Debtor and such Holder shall have agreed upon in writing.
The Debtor will make the foregoing election and provide notice of such election
to the applicable Holder of an Allowed Class 2A et seq. Claim no later than 14
days prior to the Voting Deadline.

                  Allowed Claims in Class 2A et seq. that are paid in full in
Cash or Reinstated on the Effective Date or as soon as practicable thereafter
are Unimpaired under the Plan and the Holders of such Allowed Claims in Class 2A
et seq. will be deemed to have voted to accept the

                                       56
<PAGE>

Plan. Allowed Claims in Class 2A et seq. that receive any alternative treatment
are Impaired and therefore entitled to vote to accept or reject the Plan.

                  Property Holding Company Class 3 - Priority Claims. Unless
otherwise agreed to by the parties, each Holder of an Allowed Claim in Class 3
will, in full satisfaction, settlement, release, discharge of and in exchange
for such Claim, be paid the Allowed Amount of such Claim in full in Cash by the
applicable Reorganized Property Holding Company on or before the later of (i)
the Effective Date or as soon as practicable thereafter, (ii) the date such
Claim becomes an Allowed Claim and (iii) the date that such Claim would be paid
in accordance with any terms and conditions of any agreements or understandings
relating thereto between the applicable Property Holding Company and the Holder
of such Claim. Allowed Claims in Class 3 are Unimpaired under the Plan and the
Holders of Allowed Claims in Class 3 will be deemed to have accepted the Plan.

                  Property Holding Company Class 4 - General Unsecured Claims.
Holders of Allowed Class 4 Claims shall not receive any property or Cash on
account of such Claims. Class 4 is Impaired and deemed to have voted to reject
the Plan.

                  Property Holding Company Class 5 - Intercompany Claim. Each
Holder of an Allowed Class 5 Claim shall, in full satisfaction, settlement,
release, discharge of and in exchange for such Claim, receive the Intercompany
Release under the Plan on account of such Claim as of the Initial Distribution
Date. Class 5 is Impaired under the Plan and therefore entitled to vote to
accept or reject the Plan.

                  Property Holding Company Class 6 - Old Common Stock of
Property Holding Company and Securities Claims. Holders of Allowed Class 6
Interests shall not receive any property or Cash on account of such Interests.
Class 6 is Impaired and deemed to have voted to reject the Plan.

                  Property Holding Company Class 7 - Interests of Holders of Old
Stock Rights and All Claims Arising Out of Such Old Stock Rights. Holders of
Allowed Class 7 Interests shall not receive any property or Cash on account of
such Interests. Class 7 is Impaired and deemed to have voted to reject the Plan.
The Property Holding Companies do not believe any such Holders exist.

SECTION 3.07 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN OTHER
             SUBSIDIARIES (APPLICABLE TO EACH OTHER SUBSIDIARY)

                  Other Subsidiary Class 1A et seq. - Other Secured Claims.
Class 1A et seq. consists of all other Secured Claims against an Other
Subsidiary. The Other Subsidiaries currently do not believe any such Holders
exist.

                  This Class will be further divided into subclasses designated
by letters of the alphabet (CLASS 1B, CLASS 1C, and so on), so that each Holder
of any Secured Claim is in a Class by itself, except to the extent that there
are Secured Claims that are substantially similar to each other and may be
included within a single Class. Each Allowed Secured Claim in Class 1A et seq.
shall, in the discretion of the Debtor with the consent of the Informal Vendor
Debt Committee, receive, in full satisfaction, settlement, release and discharge
of and in exchange for its Claim, any one or a combination of any of the
following: (i) Cash in an amount equal to such

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Allowed Class 1A et seq. Claim; (ii) deferred Cash payments totaling at least
the Allowed amount of such Allowed Class 1A et seq. Claim, of a value, as of the
Effective Date, of at least the value of such Holder's interest in the
Collateral securing the Allowed Class 1A et seq. Claim; (iii) the Collateral
securing such Holder's Allowed Class 1A et seq. Claim; (iv) payments or Liens
amounting to the indubitable equivalent of the value of such Holder's interest
in the Collateral securing the Allowed Class 1A et seq. Claim; (v) Reinstatement
of such Class 1A et seq. Claim; or (vi) such other treatment as the Debtor and
such Holder shall have agreed upon in writing. The Debtor will make the
foregoing election and provide notice of such election to the applicable Holder
of an Allowed Class 1A et seq. Claim no later than 14 days prior to the Voting
Deadline. To the extent the Debtor elects clause (i), (ii), (iv), (v) or (vi)
above, any liability associated with such treatment shall be satisfied with
funds from Cricket.

                  Allowed Claims in Class 1A et seq. that are paid in full in
Cash or Reinstated on the Effective Date or as soon as practicable thereafter
are Unimpaired under the Plan and the Holders of such Allowed Claims in Class 1A
et seq. will be deemed to have voted to accept the Plan. Allowed Claims in Class
1A et seq. that receive any alternative treatment are Impaired and therefore
entitled to vote to accept or reject the Plan.

                  Other Subsidiary Class 2 - Priority Claims. Unless otherwise
agreed to by the parties, each Holder of an Allowed Claim in Class 2 will, in
full satisfaction, settlement, release, discharge of and in exchange for such
Claim, be paid the Allowed Amount of such Claim in full in Cash by the
applicable Reorganized Other Subsidiary on or before the later of (i) the
Effective Date or as soon as practicable thereafter, (ii) the date such Claim
becomes an Allowed Claim and (iii) the date that such Claim would be paid in
accordance with any terms and conditions of any agreements or understandings
relating thereto between the applicable Other Subsidiary and the Holder of such
Claim. Allowed Claims in Class 2 are Unimpaired under the Plan and the Holders
of Allowed Claims in Class 2 will be deemed to have accepted the Plan.

                  Other Subsidiary Class 3 - General Unsecured Claims. Holders
of Allowed Class 3 Claims shall not receive any property or Cash on account of
such Claims. Class 3 is Impaired and deemed to have voted to reject the Plan.

                  Other Subsidiary Class 4 - Intercompany Claim. Each Holder of
an Allowed Class 4 Claim shall, in full satisfaction, settlement, release,
discharge of and in exchange for such Claim, receive the Intercompany Release
under the Plan on account of such Claim as of the Initial Distribution Date.
Class 4 is Impaired under the Plan and therefore entitled to vote to accept or
reject the Plan.

                  Other Subsidiary Class 5 - Old Common Stock of Other
Subsidiary and Securities Claims. Holders of Allowed Class 5 Interests shall not
receive any property or Cash on account of such Interests. Class 5 is Impaired
and deemed to have voted to reject the Plan.

                  Other Subsidiary Class 6 - Interests of Holders of Old Stock
Rights and All Claims Arising Out of Such Old Stock Rights. Holders of Allowed
Class 6 Interests shall not receive any property or Cash on account of such
Interests. Class 6 is Impaired and deemed to have voted to reject the Plan. The
Other Subsidiaries do not believe any such Holders exist.

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SECTION 3.08 TREATMENT OF LUCENT'S CLAIMS

                  Notwithstanding anything to the contrary in this Article III
or elsewhere in the Plan, the treatment of the Lucent Credit Agreement Claims
(as such term is defined in the Lucent Settlement Agreement) shall be governed
by the Lucent Settlement Agreement and the Plan, and the treatment of Lucent's
Cure Claim and Other Claims (as such terms are defined in the Lucent Settlement
Agreement), to the extent such Other Claims are not Lucent Credit Agreement
Claims, shall be governed by the Settlement Agreement and the Lucent System
Equipment Purchase Agreement, as amended by Amendment No. 5 to the System
Equipment Purchase Agreement (together with the Lucent Settlement Agreement,
collectively, the "Lucent Settlement Documents"). To the extent that any
provision of the Lucent Settlement Documents is inconsistent with the Plan, the
provisions of the Lucent Settlement Documents shall supersede such inconsistent
provision of the Plan.

                  Neither the Debtors nor Cricket Performance 1 shall transfer
to any other person or entity any of the claims released under the Lucent
Settlement Documents. Also, as set forth in the Lucent Settlement Agreement, (i)
each proof of claim filed by Lucent that is a Lucent Credit Agreement Claim (as
such term is defined in the Lucent Settlement Agreement), to the extent that
such claim is not duplicative of the dollar amount of the proof of claim filed
by the current agent for the Vendor Debt Facilities, shall be an Allowed Claim
against the estates of Leap Wireless International, Inc., Cricket
Communications, Inc., Cricket Communications Holdings, Inc. and certain other
Debtors (as such term is defined in the Lucent Settlement Agreement); (ii) the
Debtors shall not object to the dollar amount of such Allowed Claims provided
that such claims are not duplicative of the dollar amount of the proof(s) of
claim filed by the current agent for the Vendor Debt Facilities; (iii) the
Debtors shall treat each such Allowed Claim that is a Lucent Credit Agreement
Claim in the identical way with other Old Vendor Debt under the Final Plan (as
such term is defined in the Lucent Settlement Agreement); and (iv) the Cure
Claim (as such term is defined in the Lucent Settlement Agreement) shall be an
Allowed Claim, and the Debtors shall not object to the Cure Claim if the
Settlement Amount (as such term is defined in the Lucent Settlement Agreement)
is not paid in accordance with the terms of the Lucent Settlement Agreement.

                  Notwithstanding anything to the contrary in the Plan, each
Lucent Credit Agreement Claim against Leap shall be deemed an Allowed Old Vendor
Debt Claim on the Initial Distribution Date, to the extent that such claim is
not duplicative of the dollar amount of the proof of claim filed by the current
agent for the Vendor Debt Facilities, and shall be treated as such claim in
accordance with the terms of the Plan. Nothing in the Lucent Settlement
Agreement or the Plan shall be deemed to prejudice the rights of Leap or any of
its estate representatives from challenging the validity or allowance of the
Lucent Credit Agreement Claims that were filed against Leap in the event that
the Initial Distribution Date has not occurred and will not ever occur; and
nothing in the Plan shall be deemed to prejudice the right of any holder of the
Lucent Credit Agreement Claims to seek a determination of the validity and
allowance of such claims and to defend any challenge to such claims.

SECTION 3.09 TREATMENT OF NORTEL'S CLAIMS

                  Notwithstanding anything to the contrary in this Article III
or elsewhere in the Plan, the treatment of Nortel's Claims shall be governed by
the Plan, the Nortel Settlement

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<PAGE>

Agreement and the Amended and Restated System Equipment Purchase Agreement, by
and between Nortel and Cricket and dated as of December 23, 2002 (as amended,
the "Amended Nortel SEPA"). The Nortel Settlement Agreement and the Amended
Nortel SEPA shall hereinafter be defined collectively as the "Nortel Settlement
Documents." To the extent that any provision of the Nortel Settlement Documents
is inconsistent with the Plan, the provision of the Nortel Settlement Documents
shall supersede and shall be controlling as against such inconsistent provision
of the Plan. Neither the Debtors nor Cricket Performance 2 shall transfer to any
other person or entity any of the claims or Rights (as such term is defined in
the Nortel Settlement Agreement) released under the Nortel Settlement Agreement.
Effective as of the entry of the Settlement Order (as such term is defined in
the Nortel Settlement Agreement), (i) Nortel shall hold certain Allowed Claims
against the estates of various of the Debtors, including without limitation the
Nortel Networks Secured Claim (as such term is defined in the Nortel Settlement
Agreement), all as set forth in the Nortel Settlement Agreement, and (ii) the
Debtors shall afford Nortel all of the other rights, benefits and protections
afforded Nortel in the Nortel Settlement Documents, subject to the terms and
conditions thereof.

                                   ARTICLE IV.

              TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

SECTION 4.01 ASSUMPTION AND CURE

                  The Debtors are parties to thousands of executory contracts
and non-residential real property leases. On or before 17 days prior to the
Voting Deadline, the Debtors will File a schedule of such contracts and leases
that they intend to assume or assign to another Debtor, along with proposed cure
amounts that will be paid by the Reorganized Debtors (the "Assumption
Schedule"). Within one business day following the Filing of the Assumption
Schedule, the Debtors will serve the Assumption Schedule on the non-debtor
parties to the contracts and leases set forth on the Assumption Schedule, the
Official Committee and the Informal Vendor Debt Committee. Any party to a
contract or lease who objects to the listed cure amounts must File and serve an
objection on counsel no later than thirty (30) days after the Debtors File and
serve the Assumption Schedule. Failure to File and serve a timely objection
shall be deemed consent to the cure amounts listed on the Assumption Schedule.
Any cure amounts shall be the responsibility of Reorganized Cricket.

                  Any monetary amount by which each executory contract and
unexpired lease to be assumed pursuant to the Plan is in default, if any, will
be satisfied, pursuant to Section 365(b)(1) of the Bankruptcy Code, at the
option of the applicable Reorganized Debtor: (a) by payment of the default
amount in Cash on the Effective Date or (b) on such other terms as are agreed to
by the parties to such executory contract or unexpired lease. All such payments
will be made by Reorganized Cricket. If there is a dispute regarding: (i) the
amount of any cure payment; (ii) the ability of a Reorganized Debtor to provide
"adequate assurance of future performance" (within the meaning of Section 365 of
the Bankruptcy Code) under the contract or lease to be assumed or assigned; or
(iii) any other matter pertaining to assumption, the cure payments required by
Section 365(b)(1) of the Bankruptcy Code will be made following the entry of a
Final Order resolving the dispute and approving the assumption.

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<PAGE>

                  If a Debtor (other than Cricket) assumes a contract or lease
and the non-Debtor party to such contract or lease objects to such Debtor's
ability to provide adequate assurance of future performance (or if the time
period for a non-Debtor to object to the cure amount has not yet lapsed), the
Debtor may assign the contract or lease to Cricket. In such a circumstance,
Cricket may demonstrate Cricket's ability to provide adequate assurance of
future performance.

                  The Confirmation Order will constitute an Order of the Court
approving the assumptions described on the Assumption Schedule, pursuant to
Section 365 of the Bankruptcy Code, as of the Effective Date. Notwithstanding
the foregoing, if, as of the date the Court enters the Confirmation Order, there
is pending before the Court a dispute concerning the cure amount or adequate
assurance for any particular contract or lease (or if the time period for a
non-Debtor to object to the cure amount has not yet lapsed), the assumption of
such contract or lease shall be effective as of the date the Bankruptcy Court
enters an order resolving any such dispute and authorizing assumption by the
applicable Debtor. Moreover, the assumption of the Lucent System Equipment
Purchase Agreement is conditioned upon payment by Cricket of the applicable cure
amount and Cricket demonstrating adequate assurance of future performance, and
such other terms and conditions in the Lucent Settlement Agreement.

                  Notwithstanding the foregoing paragraphs or anything to the
contrary elsewhere in the Plan, assumption of the Amended Nortel SEPA,
including, without limitation, payment of the cure amount required to be made in
connection therewith, shall be made in accordance with the terms of the Nortel
Settlement Agreement.

                  Any executory contract or lease not listed on the Assumption
Schedule or that is not the subject of a motion to assume that is pending on the
Confirmation Date shall be deemed rejected as of the Confirmation Date. The
Debtors reserve the right to amend the Assumption Schedule at or prior to the
Confirmation Hearing. If the Debtors add a contract or lease to the Assumption
Schedule or reduce the proposed cure amounts listed thereon after the Assumption
Schedule is originally Filed (as described above), the Debtor party to the
applicable contract or lease shall serve the non-Debtor party to such contract
or lease with notice (a) that the contract or lease has been added to the
Assumption Schedule and (b) of the Debtor's proposed cure amount (the "Amended
Assumption Schedule Notice"). The non-Debtor party shall have 30 days after
service of the Amended Assumption Schedule Notice to File and serve an objection
to the cure amount. To the extent the parties have a dispute with respect to the
cure amount, the Debtors shall create a reserve for the full amount of the cure
amount pending resolution of such dispute (either by stipulation or court
order). The reserve described in the preceding sentence shall not be reduced by
any other reserve established pursuant to the Plan.

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

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

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<PAGE>

SECTION 4.02 REJECTION AND DAMAGES

                  On or before 17 days prior to the Voting Deadline, the Debtors
will File a schedule of executory contracts and non-residential real property
leases that they intend to reject (the "Rejection Schedule"). Within one
business day following the Filing of the Rejection Schedule, the Debtors will
serve the Rejection Schedule on the non-debtor parties to the contracts and
leases, the Official Committee and the Informal Vendor Debt Committee. The
Rejection Schedule will indicate those contracts and leases that will be
rejected as of the Confirmation Date, and which will be rejected on or before
the Effective Date. The Debtors reserve the right to amend the Rejection
Schedule at or prior to the Confirmation Hearing. All Claims for damages arising
from the rejection of executory contracts or unexpired leases must be Filed with
the Court within sixty (60) days from the entry of the Confirmation Order.
Creditors who previously filed proofs of claim for rejection damages do not need
to refile their proofs of claim. To the extent the Court enters an order
rejecting an executory contract or unexpired lease after the date of the entry
of the Confirmation Order (a "Post-Confirmation Rejection Order"), any claims
for damages from the rejection of such contract or lease must be Filed (the
"Claim Filing") within 60 days of the entry of the Post-Confirmation Rejection
Order. Any Claims not Filed within such time will be forever barred from
assertion against the Debtors, the Estates, the Reorganized Debtors and the Leap
Creditor Trust, unless a stipulation has been entered into with respect to the
rejection of such executory contract or unexpired lease by the applicable Debtor
and non-Debtor party, with the approval of the Official Committee or the Leap
Creditor Trust Trustee, as applicable, for executory contracts and unexpired
leases to which Leap is a party or with the approval of the Informal Vendor Debt
Committee for all other executory contracts and unexpired leases. Each of the
Allowed Claims arising from the rejection of executory contracts or unexpired
leases shall be treated as a General Unsecured Claim of the applicable Debtor
that was party to such contract or lease. Leap (and following the formation of
the Leap Creditor Trust, the Leap Creditor Trust Trustee) shall have 60 days
from the later of the Confirmation Date and the date of the Claim Filing to File
an objection to any claim for rejection damages asserted against Leap. Cricket,
the License Holding Companies and the Property Holding Companies, as applicable,
and, following the Effective Date the Reorganized Debtors, shall have 60 days
from the later of the Confirmation Date and the date of the Claim Filing to File
an objection to any claim for rejection damages.

                  Whether or not listed on the Rejection Schedule, any executory
contract or lease not listed on the Assumption Schedule or that is not the
subject of a motion to assume that is pending on the Confirmation Date shall be
deemed rejected as of the Confirmation Date. The Confirmation Order shall
constitute an Order of the Court approving such rejections described herein,
pursuant to Section 365 of the Bankruptcy Code.

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<PAGE>

                                   ARTICLE V.

                               MEANS FOR EXECUTION

                         AND IMPLEMENTATION OF THE PLAN

SECTION 5.01 OVERVIEW OF PLAN IMPLEMENTATION

                  In sum, the Plan provides for a reorganization of the Debtors
under Reorganized Leap. However, Reorganized Leap will not retain the Leap
General Unsecured Claim Cash Distributions or the assets being transferred to
the Leap Creditor Trust, or be subject to any claims against or Interests in
Leap that are being discharged under the Plan. Except as otherwise set forth
herein, all Cash necessary for the Reorganized Debtors to make payments pursuant
to the Plan will be obtained from the Reorganized Debtors' cash balances or
borrowings and the operations of the Reorganized Debtors. All cash necessary for
the Leap Creditor Trust Trustee to make payments pursuant to the Plan will be
obtained from Leap Creditor Trust Assets.

SECTION 5.02 DISTRIBUTIONS

                  On the Effective Date, (i) the Old License Holding Company
Common Stock will be cancelled and each Reorganized License Holding Company will
issue to Reorganized Leap 100% of the issued and outstanding shares of New
License Holding Company Common Stock, (ii) the Old Other Subsidiary Common Stock
will be cancelled and each Reorganized Other Subsidiary will issue to
Reorganized Leap 100% of the issued and outstanding shares of New Other
Subsidiary Common Stock, and (iii) the Old Property Holding Company Common Stock
will be cancelled and each Reorganized Property Holding Company will issue to
Reorganized Cricket 100% of the issued and outstanding shares of New Property
Holding Company Common Stock.

                  Also on the Effective Date, (i) the Old Leap Common Stock will
be cancelled, (ii) Reorganized Leap will issue and contribute 96.5% of the
issued and outstanding shares of New Leap Common Stock to CCH, (iii) Reorganized
Leap will contribute all of the New License Holding Company Common Stock to CCH,
and (iv) CCH will contribute all of such New Leap Common Stock and New License
Company Common Stock to Reorganized Cricket. Following such contributions, on
the Effective Date, CCH will be merged with and into Cricket Communications,
Inc. in a "tax-free" reorganization in compliance with Section 368(a)(1)(G) of
the Internal Revenue Code, pursuant to which the Old CCH Common Stock will be
converted into 100% of the issued and outstanding shares of New Cricket Common
Stock. As a result, Reorganized Leap will own 100% of the issued and outstanding
shares of Reorganized Cricket and each of the Reorganized Other Subsidiaries,
and Reorganized Cricket will own 100% of the issued and outstanding shares of
each of the Reorganized License Holding Companies, 100% of the issued and
outstanding shares of each of the Reorganized Property Holding Companies and,
temporarily until the distribution thereof to the Holders of Old Vendor Debt
Claims, 96.5% of the New Leap Common Stock.

                  On the Effective Date, or as soon thereafter as practicable,
the Holders of Old Vendor Debt Claims will receive from Cricket, on a Pro Rata
basis, 96.5% of the issued and

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<PAGE>

outstanding shares of New Leap Common Stock and New Senior Notes aggregating
$350 million in principal amount.

                  On the Initial Distribution Date, and notwithstanding the
occurrence of the Effective Date: (a) Holders of Allowed Leap General Unsecured
Claims, including the Holders of Old Leap Notes, will receive, on a Pro Rata
basis, beneficial interests in the Leap Creditor Trust; (b) the Leap Creditor
Trust will receive the Leap General Unsecured Claim Cash Distribution; and (c)
Holders of Allowed 12 1/2% Senior Secured Claims will receive, on a Pro Rata
basis, the 12 1/2% Senior Secured Claim Distribution (approximately $200,000).

                  In addition, on the later of the Effective Date and the
Initial Distribution Date, Reorganized Leap will issue and transfer (as
applicable) to the Leap Creditor Trust: (a) the Leap Creditor Trust Assets for
subsequent sale and Distribution of the proceeds to the Leap General Unsecured
Creditors; and (b) 3.5% of the issued and outstanding shares of New Leap Common
Stock as of the Effective Date for Distribution to the Leap General Unsecured
Creditors. Following the Effective Date, after the satisfaction of all Allowed
Administrative Claims and Allowed Priority Claims against Leap and the
resolution of all Disputed Administrative Claims and Disputed Priority Claims
against Leap, any remaining Cash held in reserve by Reorganized Leap will be
distributed to the Leap Creditor Trust. Notwithstanding anything set forth
herein, if any Leap Creditor Trust Assets are converted to Cash on or after the
Initial Distribution Date but prior to the Effective Date, the Cash proceeds
shall be transferred to the Leap Creditor Trust as soon as practicable upon such
monetization, notwithstanding the fact that the Effective Date has not occurred.
In accordance with the negotiated settlement between the Leap Informal
Noteholder Committee and the Informal Vendor Debt Committee leading to the Plan,
all other assets of Leap that are not specifically defined as Leap Creditor
Trust Assets in the Plan will not be transferred to the Leap Creditor Trust and
will remain with Reorganized Leap, including for example only, office furniture,
fixtures, equipment and supplies; Leap intellectual property, including the
"Leap" trademark; retirement plan assets; and an inter-company payable from
Cricket which is being released under the Plan.

                  Holders of Old Leap Common Stock will receive nothing on
account of their Interests.

                  Subject to the provisions of the Plan, and except as otherwise
provided herein, property to be distributed hereunder to each Unimpaired Class
shall be distributed on the later of (i) the Effective Date and (ii) the date on
which the distribution to a Holder of a Claim in such Class would have been due
and payable in the ordinary course of business or under the terms of the Claim
in the absence of the Chapter 11 Cases. Notwithstanding any other provision of
the Plan, the Debtors, the Reorganized Debtors and the Leap Creditor Trust shall
not be obligated to make any distribution with respect to any unclassified
Claim, or any Allowed Claim, other than those in the hands of the Holders shown
on the books and records of the Debtors as of the Confirmation Hearing unless
otherwise identified on a Filed proof of claim.

                  Notwithstanding the foregoing, the Debtors reserve the right
to merge, on or prior to the Effective Date with the consent of the Informal
Vendor Debt Committee, (a) one or more License Holding Companies into another
License Holding Company or into Cricket or Reorganized Cricket, and/or (b) one
or more Property Holding Companies into another Property Holding Company or into
Cricket or Reorganized Cricket.

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<PAGE>

SECTION 5.03 THE OFFICIAL COMMITTEE

                  On the Effective Date, the Official Committee shall be
dissolved and the members of such committee shall be released and discharged
from all further rights and duties arising from or related to the Chapter 11
Cases. The professionals retained by such committee and the members thereof
shall not be entitled to compensation or reimbursement of expenses incurred for
services rendered after the Effective Date, except in connection with the
preparation and prosecution of, and objections to, fee applications.

SECTION 5.04 VESTING OF ASSETS

                  Except as otherwise provided in any provision of the Plan, on
the Effective Date, the Leap Creditor Trust Assets shall vest in the Leap
Creditor Trust and all property of the other Estates will vest in the
Reorganized Debtors, as applicable, free and clear of all Liens, Claims,
encumbrances and Interests. From and after the Effective Date, each Reorganized
Debtor may operate its business and use, acquire, and dispose of property and
settle and compromise Claims or Interests arising post-Confirmation without
supervision by the Court and free of any restrictions of the Bankruptcy Code,
the Bankruptcy Rules or the Local Bankruptcy Rules, other than those
restrictions expressly imposed by the Plan and the Confirmation Order.

SECTION 5.05 PRESERVATION OF CAUSES OF ACTION

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

                                       65
<PAGE>

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

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

                  Notwithstanding the foregoing, the Plan implements, as of the
Initial Distribution Date, the Intercompany Releases and other settlements
representing a global settlement of all (a) Intercompany Claims and (b)
Intercompany Transfer Litigation Claims. The Plan is the product of months of
investigation and negotiations among the Debtors, their Estates, the Holders of
Old Vendor Debt, the Informal Vendor Debt Committee, the Holders of Leap General
Unsecured Claims and the Official Committee (including the Informal Noteholder
Committee prior to the appointment of the Official Committee). In particular, in
exchange for (i) the distributions made pursuant to the Plan and (ii) the full
releases of Intercompany Claims and Intercompany Transfer Litigation Claims that
might be asserted by the non-Leap Debtors, their Estates and/or the Holders of
Old Vendor Debt, Leap, its Estate and the Holders of Leap General Unsecured
Claims in such capacity hereby grant full releases of all Intercompany Claims
and Intercompany Transfer Litigation Claims against the non-Leap Debtors, their
Estates and the current and former Holders of Old Vendor Debt (in the capacity
as such Holder) and the current and former administrative agents under the
Vendor Debt Facilities (in the capacity as such agent) and other Holders of
Claims or Interests against or in any non-Leap Debtor. Similarly, in exchange
for the full releases of Intercompany Claims and Intercompany Transfer
Litigation Claims that might be asserted by Leap, its Estate and/or the Holders
of Leap General Unsecured Claims, each non-Leap Debtor, their Estates and the
Holders of Old Vendor Debt in such capacity hereby grant full releases of all
Intercompany Claims and Intercompany Transfer Litigation Claims against Leap and
its Estate (and the Holders of Claims and Interests against or in Leap,
including the Holders of Leap General Unsecured Claims). Each such non-Leap
Debtor, its Estate, all Holders of Claims or Interests against such non-Leap
Debtors claiming through such non-Leap Debtors, and the current and former
Holders of Old Vendor Debt (in the capacity as such Holder) and the current and
former administrative agents under the Vendor Debt Facilities (in the capacity
as such agent) hereby waive any right to seek recovery from any of the Leap
Creditor Trust Assets in connection with such Claims, whether or not such Leap
Creditor Trust Assets have been transferred to the Leap Creditor Trust as of the
Initial Distribution Date. The effectiveness of the foregoing releases to former
Holders of Old Vendor Debt (in the capacity as such Holder) and former
administrative agents under the Vendor Debt Facilities (in the capacity as such
agent) is

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<PAGE>
expressly conditioned upon the granting of mutual releases of Intercompany
Claims and Intercompany Transfer Litigation Claims by such parties to Leap, its
Estate and the Holders of Leap General Unsecured Claims. If a former Holder of
Old Vendor Debt (in the capacity as such Holder) or former administrative agent
under the Vendor Debt Facilities (in the capacity as such agent) asserts any
claim released hereunder against Leap, its Estate and the Holders of Leap
General Unsecured Claims, such former Holder of Old Vendor Debt (in the capacity
as such Holder) or former administrative agent under the Vendor Debt Facilities
(in the capacity as such agent) shall not be entitled to the benefits of the
releases described herein.

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

SECTION 5.06 AMENDED DEBTOR BYLAWS AND CERTIFICATES OF INCORPORATION

                  On the Effective Date, each Reorganized Debtor shall adopt the
applicable Amended Debtor Bylaws and the applicable Amended Debtor Certificates
of Incorporation, pursuant to applicable non-bankruptcy law and Section
1123(a)(5)(1) of the Bankruptcy Code. The Amended Debtor Bylaws and the Amended
Debtor Certificates of Incorporation will, among other things prohibit the
issuance of nonvoting equity securities to the extent required by Section
1123(a)(6) of the Bankruptcy Code. The Amended Debtor Certificates of
Incorporation will become effective upon the occurrence of the Effective Date
and may be amended following the Effective Date in accordance with
non-bankruptcy law. Forms of the Amended Debtor Certificates of Incorporation
and the Amended Debtor Bylaws shall be Filed at least 5 days prior to the date
of the Confirmation Hearing.

SECTION 5.07 COMPOSITION OF MANAGEMENT AND THE DIRECTORS OF THE REORGANIZED
             DEBTORS

                  The Informal Vendor Debt Committee has informed the Debtors
that they expect the existing senior management team to continue as the
executive officers and senior management of the Debtors through the Effective
Date of the Plan, and that following the Effective Date, these officers will
serve at the pleasure of the Board of Directors of Reorganized Leap.

                  The directors of each of the Debtors will continue to serve in
such capacities until and through the Effective Date. As of the Effective Date,
the new board of directors of Reorganized Leap initially shall consist of seven
directors to be designated by the Informal Vendor Debt Committee. As of the date
hereof, the Informal Vendor Debt Committee does not yet know who will be serving
as directors of Reorganized Leap or any of the other Reorganized Debtors after
the Effective Date. However, the Reorganized Debtors will identify those
individuals who initially will serve as directors of the Reorganized Debtors
from and after the Effective Date in a Schedule Filed with the Court at least 5
days prior to the Confirmation Hearing.

                  A majority of the Board of Directors of Reorganized Leap shall
select the Board of Directors and senior management of the other Reorganized
Debtors.

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                  Reorganized Leap may authorize appropriate compensation and
bonus plans for senior management employed by the Reorganized Debtors
post-Effective Date. After the Effective Date, Reorganized Leap may adopt a new
incentive plan for the grant to officers, employees and directors of the Company
and its subsidiaries of options to acquire shares of New Leap Common Stock. The
options may be based upon a vesting schedule and any other performance criteria
that may be structured by the Board of Directors of Reorganized Leap.

SECTION 5.08 DISBURSING AGENTS

                  Reorganized Leap and Reorganized Cricket (or their designee)
shall act as the Disbursing Agents for the purpose of making all distributions
provided for under the Plan, provided, however, that the Leap Creditor Trust
Trustee shall act as the Disbursing Agent under the Leap Plan with respect to
all assets transferred to the Leap Creditor Trust pursuant to the Plan. Each
Disbursing Agent shall serve without bond.

                  Subject to the provisions of the Plan, all Cash to be
distributed by the Disbursing Agents or the Leap Creditor Trust Trustee in
respect of Allowed General Unsecured Claims for the benefit of the Holders of
Old Leap Notes, and in respect of Allowed 12 1/2% Senior Secured Claims for the
benefit of the Holders of 12 1/2% Senior Notes, shall be delivered to the Old
Indenture Trustee who, after deducting any unpaid fees and expenses of the Old
Indenture Trustee and its counsel to the extent provided for by the Indenture
and in accordance with applicable law, will then distribute such Cash pursuant
to the provisions of the Indenture. Subject to the provisions of the Plan, all
non-Cash property to be distributed by the Disbursing Agents or the Leap
Creditor Trust Trustee in respect of Allowed General Unsecured Claims for the
benefit of the Holders of Old Leap Notes shall be made to or at the direction of
the Old Indenture Trustee in accordance with the Indenture. The Distribution
Record Date shall be used as the record date for any distributions pursuant to
the Indenture.

SECTION 5.09 DISCHARGE OF REORGANIZED DEBTORS AND INJUNCTION

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

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<PAGE>

                  Except as otherwise provided in the Plan or the Confirmation
Order, all Persons that have held, currently hold or may hold a Claim or other
debt or liability or an Interest or other right of such Holders, are permanently
enjoined from taking any of the following actions on account of any such Claims,
debts or liabilities or Interests or rights: (a) commencing or continuing in any
manner any action or other proceeding against any of the Debtors or Reorganized
Debtors; (b) enforcing, attaching, collecting or recovering in any manner any
judgment, award, decree or order against any of the Debtors or Reorganized
Debtors; (c) creating, perfecting or enforcing any Lien or encumbrance against
any of the Debtors or Reorganized Debtors; (d) asserting a setoff, right of
subrogation or recoupment of any kind against any obligation due to any of the
Debtors or Reorganized Debtors; and (e) commencing or continuing any action, in
any manner, in any place that does not comply with or is inconsistent with the
provisions of the Plan.

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

                  The foregoing releases do not extend to any Other Claim except
for the Lucent Credit Agreement Claims (as such capitalized terms are defined in
the Lucent Settlement Agreement). Notwithstanding the foregoing, to the extent
that any stay or injunction under the Code or the Plan is in effect, such stay
or injunction is hereby lifted to permit Lucent to perfect its purchase money
security interest as provided in the Settlement Documents and to exercise its
rights under the Settlement Documents.

                  The foregoing discharge and releases do not extend to any
demands, liabilities, Claims, Interests, Rights (as such term is defined in the
Nortel Settlement Agreement), offsets or defenses or any other matters which are
being retained by Nortel under the Nortel Settlement Agreement (including,
without limitation, those Rights, offsets and defenses retained by Nortel under
Sections 9, 10(c) and 11 of the Nortel Settlement Agreement), except for the
Nortel Networks Secured Claim (as such term is defined in the Nortel Settlement
Agreement), any other pre-petition secured claim filed by or on behalf of Nortel
or any of its agents (in their capacity as agents for Nortel), and any demands,
liabilities or Rights related to the Credit Agreement, the Fee Agreement, the
Additional Fees and the Collateral Documents (as such terms are defined in the
Nortel Settlement Agreement). Such Nortel Networks Secured Claim and such other
secured claims shall be afforded the treatment set forth for such claims in the
Nortel Settlement Agreement and the Plan. Notwithstanding the foregoing, to the
extent that any stay or injunction under the Code or the Plan is in effect, such
stay or injunction is hereby lifted to permit Nortel to exercise its rights
under the Nortel Settlement Documents.

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

SECTION 5.10 NO LIABILITY FOR SOLICITATION OR PARTICIPATION

                  As specified in section 1125(e) of the Bankruptcy Code,
Persons that solicit acceptances or rejections of the Plan and/or that
participate in the offer, issuance, sale, or purchase of securities offered or
sold under the Plan (including but not limited to the Debtors, the

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Informal Vendor Debt Committee (and each of its members in such capacity), the
Informal Noteholder Committee (and each of its members in such capacity), the
Official Committee (and each of its members in such capacity), the Old Indenture
Trustee and counsel and other professional persons retained by any of the
Debtors, the Informal Vendor Debt Committee, the Informal Noteholder Committee,
the Official Committee, and the Old Indenture Trustee, and each of their
respective affiliates, current or former officers, directors, agents, employees
and representatives), in good faith and in compliance with the applicable
provisions of the Bankruptcy Code, shall not be liable, on account of such
solicitation or participation, for violation of any applicable law, rule, or
regulation governing the solicitation of acceptances or rejections of the Plan
or the offer, issuance, sale, or purchase of securities.

SECTION 5.11 LIMITATION OF LIABILITY

                  Neither (a) any Debtor or Reorganized Debtor or any of their
respective postpetition employees, officers, directors, agents, representatives,
affiliates, attorneys, financial advisors or any other professional persons
employed by any of them, nor (b) the Informal Vendor Debt Committee, or any of
its members, agents, employees, directors, officers, representatives, attorneys
or other professional advisors, nor (c) the Official Committee, or any of its
postpetition members, agents, employees, directors, officers, representatives,
attorneys or other professional advisors, nor (d) the Old Indenture Trustee, or
any of its agents, employees, directors, officers, representatives, attorneys or
other professional advisors, in each case, shall have any responsibility, or
have or incur any liability, to any Person whatsoever, under any theory of
liability (except for any claim based upon willful misconduct or gross
negligence), for any act taken or omission made in good faith directly related
to formulating, implementing, confirming, or consummating the Plan, the
Disclosure Statement, or any contract, instrument, release, or other agreement
or document created in connection with the Plan, provided that nothing in this
paragraph shall limit the liability of any Person for breach of any express
obligation it has under the terms of this Plan or under any post-petition
agreement or other post-petition document entered into by such Person or in
accordance with the terms of this Plan or for any breach of a duty of care owed
to any other Person occurring after the Effective Date.

SECTION 5.12 OBJECTIONS TO CLAIMS

                  The right to prosecute, File, litigate and settle objections
to Disputed Claims, whether or not the subject of litigation pending as of the
Effective Date, shall be deemed automatically transferred by the Debtors and
their Estates to the Reorganized Debtors as of the Effective Date. From and
after the Effective Date, only the Reorganized Debtors shall have the right to
File, litigate or settle any objections to Disputed Claims; provided, that in
the case of Claims against Leap (including but not limited to the Allowance or
allocation of Administrative Claims), from and after the Effective Date the Leap
Creditor Trust Trustee (to the extent provided in the Plan) shall have the
authority to File objections, settle, compromise, withdraw or litigate to
judgment objections to Claims.

                  Except as otherwise provided in the Plan, objections to any
Disputed Claim shall be Filed within 60 days after the Effective Date, or within
such additional period of time as the Court may allow upon motion made by the
Reorganized Debtors or the Leap Creditor Trust Trustee, as applicable, within
such 60 day period. Any such objection that is not timely Filed shall be deemed
forever waived by the Reorganized Debtors' Estates and the Leap Creditor

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Trust, as applicable, and neither the Reorganized Debtors, the Leap Creditor
Trust Trustee nor any other party-in-interest shall have any right to pursue the
same. Pursuant to Orders with respect to the Debtors' interim use of cash
collateral, the Court limited the ability of certain parties-in-interest to
challenge the validity, priority or enforceability of the Liens asserted against
the Debtors by the Holders of Old Vendor Debt. As of the date hereof, no
party-in-interest may bring such a challenge, other than the Official Committee,
which must bring any such challenge no later than November 30, 2003. Nothing
contained herein shall modify any of the foregoing Orders.

                  Notwithstanding that the Reorganized Debtors and the Leap
Creditor Trust Trustee shall have the right to File, litigate and settle
objections to Disputed Claims on behalf of the Debtors and their Estates,
nothing contained herein shall be deemed to obligate the Reorganized Debtors and
the Leap Creditor Trust Trustee to take any such actions, all of which shall be
determined by the Reorganized Debtors and the Leap Creditor Trust Trustee in
their sole and absolute discretion.

                  From and after the Effective Date, the Reorganized Debtors
(and the Leap Creditor Trust Trustee with respect to any Disputed Claims against
Leap or Disputed Interest in Leap) may settle or compromise any Disputed Claim
or Disputed Interest without approval of the Court.

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

                  THE DEBTORS HAVE NOT FULLY REVIEWED THE CLAIMS IN THE CASE OR
DETERMINED WHETHER OBJECTIONS TO CLAIMS EXIST. THIS INVESTIGATION IS ONGOING AND
WILL OCCUR, IN LARGE PART, AFTER THE CONFIRMATION DATE. AS A RESULT, CREDITORS
AND OTHER PARTIES-IN-INTEREST ARE HEREBY ADVISED THAT, NOTWITHSTANDING THAT THE
EXISTENCE OF ANY PARTICULAR OBJECTION TO A DISPUTED CLAIM MAY NOT BE LISTED,
DISCLOSED OR SET FORTH IN THIS PLAN, AN OBJECTION TO A CLAIM MAY BE BROUGHT
AGAINST ANY CREDITOR OR PARTY-IN-INTEREST AT ANY TIME, SUBJECT TO THE TIME
LIMITATIONS SET FORTH IN THIS PARAGRAPH 5.12 AND THE LIMITATION THAT AN
OBJECTION MAY BE ASSERTED ONLY WITH RESPECT TO DISPUTED CLAIMS CONTEMPLATED
WITHIN THE OBJECTION SCHEDULE. IN ADDITION TO THE FOREGOING, WITH RESPECT TO THE
DISPUTED CLAIMS SCHEDULE, THE DEBTORS, THE REORGANIZED DEBTORS AND THE LEAP
CREDITOR TRUST TRUSTEE, AS APPLICABLE, RETAIN AND HEREBY RESERVE THE RIGHT TO
OBJECT TO (i) ANY CLAIMS FILED AFTER THE BAR DATE OF JUNE 28, 2003, (ii) ANY
CLAIMS FILED BY ADDITIONAL PARTIES AFTER THE

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<PAGE>

SUPPLEMENTAL BAR DATE OF SEPTEMBER 2, 2003 AND (iii) ANY CLAIMS FILED IN ORDER
TO SET FORTH DAMAGES ARISING FROM THE REJECTION OF AN EXECUTORY CONTRACT OR
OTHER AGREEMENT WITH THE DEBTORS. THE DEBTORS, THE REORGANIZED DEBTORS AND THE
LEAP CREDITOR TRUST TRUSTEE, AS APPLICABLE, FURTHER RETAIN AND HEREBY RESERVE
THE RIGHT TO OBJECT TO CLAIMS INADVERTENTLY OMITTED FROM THE DISPUTED CLAIMS
SCHEDULES, WHICH OBJECTIONS WILL NOT MATERIALLY AND ADVERSELY AFFECT THE CLAIMS
OF THE REMAINING CREDITORS OF THE DEBTORS' ESTATES. FINALLY, THE DEBTORS AND THE
REORGANIZED DEBTORS RETAIN AND HEREBY RESERVE THE RIGHT TO OBJECT TO AMOUNTS
THAT HAVE BEEN SCHEDULED BY THE DEBTORS, OR REFLECTED IN THE DEBTORS' BOOKS AND
RECORDS, AND WHICH ARE FOUND TO BE OBJECTIONABLE IN ANY RESPECT.

                  Objections to applications of professionals or other Persons
for compensation or reimbursement of expenses must be Filed and served on the
Reorganized Debtors, counsel for the Reorganized Debtors, the Informal Vendor
Debt Committee, the Official Committee (or, if the Official Committee has
disbanded, the Leap Creditor Trust Trustee) and the professionals to whose
application the objections are addressed on or before (i) sixty (60) days after
such application is Filed and served or (ii) such later date as the Court shall
order upon application made prior to the end of such 60-day period or upon
agreement between the Reorganized Debtors and the affected professional.

SECTION 5.13 OTHER DOCUMENTS AND ACTIONS

                  The Debtors, the Debtors in Possession, the Leap Creditor
Trust Trustee and the Reorganized Debtors may, and shall, execute such documents
and take such other actions as are necessary to effectuate the transactions
provided for in the Plan.

SECTION 5.14 CORPORATE ACTION

                  The creation of the Leap Creditor Trust and the appointment of
the Leap Creditor Trust Trustee shall be deemed to have occurred and be
effective on the Initial Distribution Date, and the issuance of the New Leap
Common Stock, New Cricket Common Stock, New License Holding Company Common
Stock, New Property Holding Company Common Stock and New Other Subsidiary Common
Stock, the New Senior Notes, the adoption of the Amended Debtor Certificates of
Incorporation and the selection of the Persons who will serve as the initial
directors and officers of the Reorganized Debtors as of the Effective Date, and
other matters under the Plan involving the corporate structure of each Debtor or
corporate action by each Debtor, shall be deemed to have occurred and be
effective on and after the Effective Date without any requirement of further
action by the stockholders or directors of each Debtor. Without limiting the
foregoing, upon entry of the Confirmation Order by the Clerk, the filing by each
Reorganized Debtor of its respective Amended Debtor Certificate of Incorporation
shall be authorized and approved in all respects. On the Effective Date or as
soon thereafter as is practicable, pursuant to applicable law, the Amended
Debtor Bylaws of each Debtor shall be the bylaws of each Reorganized Debtor (as
appropriate).

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SECTION 5.15 RETIREE BENEFITS

                  On and after the Effective Date, to the extent required by
section 1129(a)(13) of the Bankruptcy Code, each Reorganized Debtor shall
continue to pay all retiree benefits (if any), as the term "retiree benefits" is
defined in section 1114(a) of the Bankruptcy Code, that it maintained or
established prior to the Confirmation Date.

SECTION 5.16 EMPLOYEE BENEFITS

                  Each Debtor's employees shall have a priority claim for unpaid
wages, benefits, and other entitlements to the extent permitted by Section
507(a)(3) of the Bankruptcy Code, which will be either (i) paid in full, or (ii)
Reinstated. To the extent that any employee's claim exceeds the amount
prescribed by Section 507(a)(3), the employee shall receive a General Unsecured
Claim for the excess amount against the applicable Debtor. Notwithstanding the
foregoing, any non-Leap employee who continues to be an employee in good
standing with the Reorganized Debtors after the Effective Date shall be entitled
to take (in the form of vacation days and not in cash) all unused and unpaid
vacation time he accrued prior to the Petition Date. If such employee is
terminated without cause, such employee will be entitled to a payment from
Cricket of the value of any such vacation in accordance with existing policies
of the Debtors and applicable non-bankruptcy law.

SECTION 5.17 CERTAIN PROVISIONS IN RESPECT OF THE OLD LEAP NOTES, AND THE OLD
             INDENTURE TRUSTEE

                  (a) Old Indenture Trustee's Lien

                  Anything in this Plan to the contrary notwithstanding, but
subject to the terms of the Indenture and to applicable law, the Plan shall not
affect the lien of the Old Indenture Trustee pursuant to Section 7.07 of the
Indenture on all money or property now or in the future held by the Old
Indenture Trustee, including without limitation any distributions in respect of
the Old Leap Notes pursuant to this Plan or the Leap Creditor Trust, to secure
payment of the fees and expenses incurred or to be incurred by the Old Indenture
Trustee (including without limitation the fees and expenses of its counsel) and
the indemnity and all other obligations set forth in Section 7.07 of the
Indenture, which lien shall continue notwithstanding the occurrence of the
Confirmation Date, the Initial Distribution Date and the Effective Date and
notwithstanding the discharge of the Debtors pursuant to this Plan and Section
1141 of the Bankruptcy Code. Anything in this Plan to the contrary
notwithstanding, but subject to the terms of the Indenture and applicable law,
the Old Indenture Trustee may at any time, and from time to time, pay or reserve
for such fees, expenses, indemnity and other obligations from any such money or
property now or in the future held by the Old Indenture Trustee.

                  (b) Tax Reporting

                  Anything in this Plan to the contrary notwithstanding, but
subject to the terms of the Indenture and to applicable law, none of the Old
Indenture Trustee, the Disbursing Agent or the Leap Creditor Trust Trustee shall
have any obligation to pay, make withholdings in respect of, or make any filings
with or reportings to any governmental entity or agency or any other Person in
respect of, any tax or tax-related obligations in respect of the Old Leap Notes
or any distributions pursuant to this Plan or the Leap Creditor Trust in respect
of the Old Leap Notes.

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<PAGE>

Instead, (i) the beneficial holder of each Old Leap Note shall have the
obligation to pay all taxes in respect of such distributions, and (ii) the
top-tier Depository Trust Company participant in respect of each Old Leap Note
shall have the obligation to comply with all such withholding, filing and
reporting requirements.

                  (c) Indenture

                  Anything in this Plan to the contrary notwithstanding, the
Indenture shall continue in full force and effect notwithstanding the occurrence
of the Confirmation Date, the Initial Distribution Date and the Effective Date
and notwithstanding the discharge of the Debtors, except that the liability of
any of the Debtors thereunder shall be discharged pursuant to this Plan and
Section 1141 of the Bankruptcy Code.

SECTION 5.18 EXECUTORY CONTRACTS AND UNEXPIRED LEASES ENTERED INTO AND OTHER
             OBLIGATIONS INCURRED AFTER THE PETITION DATE

                  Executory contracts and unexpired leases entered into and
other obligations incurred after the Petition Date by the Debtors shall be
performed by the Debtors or Reorganized Debtors in the ordinary course of their
businesses. Accordingly, such executory contracts, unexpired leases and other
obligations shall survive and remain unaffected by entry of the Confirmation
Order or the occurrence of the Effective Date under and the effectiveness of the
Plan.

SECTION 5.19 SECURITY INTERESTS AND LIENS

                  All security interests and liens granted or to be granted to
any party in connection with the Plan or any document or agreement contemplated
by the Plan or entered into in connection with the Plan or otherwise granted or
to be granted, including without limitation, the New Senior Notes Indenture,
Lucent's Amended SEPA (as such term is defined in the Lucent Settlement
Agreement) and the Nortel Settlement Agreement, shall be governed in all
respects, including without limitation, perfection and priority, by applicable
non-bankruptcy law, notwithstanding anything to the contrary in the Plan or the
Confirmation Order.

                                  ARTICLE VI.

                   CONFIRMATION AND EFFECTIVE DATE CONDITIONS

SECTION 6.01 CONDITIONS TO CONFIRMATION

                  The conditions to Confirmation shall be the following:

                  (a) A finding by the Court that the requirements of 11
U.S.C. Section 1129 have been satisfied;

                  (b) The Confirmation Order shall (i) be acceptable in form and
substance to the Debtors, the Informal Vendor Debt Committee, and the Official
Committee, (ii) be subject to Lucent's reasonable satisfaction that it
accurately reflects the terms of the Lucent Settlement Agreement, (iii) be
subject to Nortel's reasonable satisfaction that it accurately reflects the
terms

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of the Nortel Settlement Agreement and (iv) expressly authorize and direct the
Debtors to perform the actions that are conditions to the effectiveness of the
Plan;

                  (c) Each of the events and actions required by the Plan to
occur or to be taken prior to Confirmation shall have occurred or have been
taken, or the Debtors or the party whose obligations are conditioned by such
occurrences and/or actions, as applicable, shall have waived such occurrences or
actions;

                  (d) Holders of at least two-thirds in dollar amount of the
Allowed Leap Class 4 General Unsecured Claims that actually vote on the Plan
shall have voted to accept the Plan; and

                  (e) The Confirmation Order must be entered by October 31,
2003.

SECTION 6.02 CONDITIONS TO INITIAL DISTRIBUTION DATE

                  The conditions to the Initial Distribution Date shall be the
following: the Confirmation Order shall (i) be acceptable in form and substance
to the Debtors, the Informal Vendor Debt Committee and the Official Committee;
(ii) expressly authorize the Debtors to perform the actions that are conditions
to the effectiveness of the Plan; and (iii) shall be entered by the Court.

SECTION 6.03 CONDITIONS TO EFFECTIVE DATE

                  The Plan shall not become effective unless and until it has
been confirmed and the following conditions have been satisfied in full or
waived: (1) the Confirmation Order in a form satisfactory to the Debtors, the
Informal Vendor Debt Committee and the Official Committee, and reasonably
satisfactory to Lucent that it accurately reflects the terms of the Lucent
Settlement Agreement, and reasonably satisfactory to Nortel that it accurately
reflects the terms of the Nortel Settlement Agreement, shall have become a Final
Order; (2) all authorizations, consents and regulatory approvals (including,
without limitation, any approvals required under regulations relating to the
change in ownership of the Debtors upon the Effective Date) required (if any)
for the Plan's effectiveness shall have been obtained including, without
limitation, all FCC approvals and consents in form and substance reasonably
acceptable to the Informal Vendor Debt Committee; (3) the New Senior Notes
Indenture has been qualified under the Trust Indenture Act of 1939, as amended,
if required; (4) the Debtors shall have purchased, at Cricket's expense,
directors' and officers' liability insurance for the directors and officers of
the Reorganized Debtors in form and amounts reasonably acceptable to the
Informal Vendor Debt Committee; and (5) all other actions and documents
necessary to implement the treatment of Claims and Interests shall have been
effected or executed or, if waivable, waived by the Person or Persons entitled
to the benefit thereof. Notwithstanding anything set forth herein, the
occurrence of the Effective Date is not a condition precedent to the occurrence
of the Initial Distribution Date. Notwithstanding any provision of the Plan to
the contrary, including without limitation, Section 5.04 of the Plan, no
provision of the Plan shall: (a) excuse the Debtors or any other party from
their obligations under the Communications Act of 1934, as amended, or any
regulation, rule or policy of the FCC; or (b) annul, alter, modify or otherwise
limit the FCC's rights or authority over the Debtors or their FCC licenses.
Accordingly, the Effective Date of the Plan is conditioned upon, among other
things, the Debtors' obtaining all necessary regulatory approvals from the FCC,
including without limitation, any approvals required in connection with

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the transfer or assignment of FCC licenses, in form and substance reasonably
acceptable to the Informal Vendor Debt Committee.

SECTION 6.04 WAIVER OF CONDITIONS

                  The Debtors, the Official Committee, and/or the Informal
Vendor Debt Committee, as applicable, may waive any or all of the other
conditions set forth in the Plan without leave of or order of the Court and
without any formal action; provided, however, that no waiver of the condition
set forth in Section 6.01(d) above shall be effective without the prior written
consent of the Official Committee; and no waiver of the condition set forth in
Section 6.01(b)(ii) above or clause (l) of section 6.03 above, insofar as it
relates to Lucent's reasonable satisfaction of the Confirmation Order, shall be
effective without the prior written consent of Lucent; and no waiver of the
condition set forth in Section 6.01(b)(iii) above or clause (l) of Section 6.03
above, insofar as it relates to Nortel's reasonable satisfaction of the
Confirmation Order, shall be effective without the prior written consent of
Nortel. The Debtors reserve the right to amend or revoke the Plan. Although this
Plan is styled as a joint plan, the Debtors reserve the right to proceed with
Confirmation under this Plan for one or more Debtors but not all Debtors.

SECTION 6.05 EFFECT OF FAILURE OF CONDITIONS

                  Except as provided in the next paragraph, in the event that
the Effective Date does not occur within one year following Confirmation, upon
notification submitted by the Debtors to the Court: (a) the Confirmation Order
shall be vacated, (b) no additional distributions under the Plan shall be made,
(c) the Debtors and all Holders of Claims and Interests shall be restored to the
status quo ante as of the day immediately preceding the Confirmation Date as
though the Confirmation Date had never occurred, and (d) the Debtors'
obligations with respect to the Claims and Interests shall remain unchanged
(except to the extent of any post-Confirmation pre-Effective Date payments) and
nothing contained in the Plan shall constitute or be deemed a waiver or release
of any Claims or Interests by or against the Debtors or any other Person or to
prejudice in any manner the rights of the Debtors or any Person in any further
proceedings involving the Debtors.

                  Notwithstanding anything set forth above, if the Debtors
notify the Court that the Effective Date will not occur in accordance with the
procedures set forth above, and the Initial Distribution Date has already
occurred at the time of such notification, (i) the Holders of Allowed Claims
against Leap and the Leap Creditor Trust will be entitled to retain all assets
that have been transferred to them on the Initial Distribution Date or
thereafter pursuant to the Plan prior to such notification (including but not
limited to the Leap General Unsecured Claim Cash Distribution and the Cash
proceeds of any Leap Creditor Trust Assets to the extent such Leap Creditor
Trust Assets were converted to Cash prior to such notification); (ii) the Leap
Creditor Trust shall retain the right to receive a distribution equal to but not
greater than the value of the Leap General Unsecured Claim Equity Distribution,
to be paid at a time and in a manner to be agreed upon by the Official
Committee, the Informal Vendor Debt Committee and the Debtors, or otherwise
pursuant to Court Order; and (iii) Leap, its Estate and its creditors shall be
entitled to the benefit of the Intercompany Releases from the non-Leap Debtors
and their Estates and the Holders of Old Vendor Debt, as described in Section
5.05 of the Plan. In exchange, Leap, its Estate and the Holders of Leap General
Unsecured Claims shall be deemed to implement the

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Intercompany Releases and to release the non-Leap Debtors and their creditors
(including the current and former Holders of Old Vendor Debt (in the capacity as
such Holder) and the current and former administrative agents under the Vendor
Debt Facilities (in the capacity as such agent)) from all Intercompany Claims
and Litigation Claims (as described in Section 5.05) held or asserted by Leap
and/or the Holders of Leap General Unsecured Claims as of the Initial
Distribution Date. Upon the implementation of the Intercompany Releases as of
the Initial Distribution Date, all non-Leap Debtors and their Estates, the
current and former Holders of Old Vendor Debt (in the capacity as such Holder)
and the current and former administrative agents under the Vendor Debt
Facilities (in the capacity as such agent), and all Holders of Claims or
Interests against such non-Leap Debtors claiming through such non-Leap Debtors
shall be deemed to have waived any rights or Claims against the Leap Creditor
Trust Assets and the Leap General Unsecured Claim Cash Distribution, and,
subject to the satisfaction of all Allowed Administrative Claims against Leap
and Allowed Priority Claims against Leap, only Holders of Leap General Unsecured
Claims shall have a right against the Leap Creditor Trust Assets, whether or not
the Effective Date occurs. The effectiveness of the foregoing releases to former
Holders of Old Vendor Debt (in the capacity as such Holder) and former
administrative agents under the Vendor Debt Facilities (in the capacity as such
agent) is expressly conditioned upon the granting of mutual releases by such
parties to Leap, its Estate and the Holders of Leap General Unsecured Claims. If
a former Holder of Old Vendor Debt (in the capacity as such Holder) or former
administrative agent under the Vendor Debt Facilities (in the capacity as such
agent) asserts any claim released hereunder against Leap, its Estate and the
Holders of Leap General Unsecured Claims, such former Holder of Old Vendor Debt
(in the capacity as such Holder) or former administrative agent under the Vendor
Debt Facilities (in the capacity as such agent) shall not be entitled to the
benefits of the releases described herein.

SECTION 6.06 ORDER DENYING CONFIRMATION

                  If an order denying confirmation of the Plan is entered, then
the Plan shall be null and void in all respects, and nothing contained in the
Plan shall (a) constitute a waiver or release of any Claims against or Interests
in the Debtors; (b) prejudice in any manner the rights of the Holder of any
Claim against, or Interest in, the Debtors; (c) prejudice in any manner any
right, remedy or claim of the Debtors; or (d) be deemed an admission against
interest by the Debtors, the Informal Vendor Debt Committee or the Official
Committee, or any committees' respective members.

                                  ARTICLE VII.

                       CONFIRMABILITY OF PLAN AND CRAMDOWN

                  In the event at least one Impaired Class of Claims votes to
accept the Plan (and at least one Impaired Class either votes to reject the Plan
or is deemed to have rejected the Plan), one or more of the Debtors, as
appropriate, shall request the Court to confirm the Plan under the cramdown
provisions of the Bankruptcy Code.

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                                  ARTICLE VIII.

                  PROVISIONS REGARDING VOTING AND DISTRIBUTIONS

                    UNDER THE PLAN AND TREATMENT OF DISPUTED,

                CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS

SECTION 8.01 VOTING OF CLAIMS AND INTERESTS

                  Each Holder of an Allowed Claim or an Allowed Interest in an
Impaired Class of Claims or Interests shall be entitled to vote separately to
accept or reject the Plan as provided in such order as may be entered by the
Court establishing certain procedures with respect to the solicitation and
tabulation of votes to accept or reject the Plan, or any other order or orders
of the Court.

SECTION 8.02 METHOD OF DISTRIBUTIONS UNDER THE PLAN

                  (a)      Distributions Under the Plan

                  Except as otherwise provided in the Plan or in the Leap
Creditor Trust Agreement (which shall govern the timing of distributions to
Holders of Leap General Unsecured Claims), on the Effective Date or as soon as
practicable thereafter to the extent that the Plan provides for distributions on
account of Allowed Claims or Allowed Interests in the applicable Class, each
Holder of an Allowed Claim or Allowed Interest will receive the full amount of
the distributions that the Plan provides for Allowed Claims or Allowed Interests
in the applicable Class, unless such distribution was received on an earlier
date pursuant to the terms of the Plan. Beginning on the date that is 15 days
after the end of the calendar quarter following the Effective Date and 15 days
after the end of each calendar quarter thereafter, distributions will also be
made respectively (a) to Holders of Claims or Interests to whom a distribution
has become deliverable during the preceding calendar quarter and (b) to Holders
of Disputed Claims or Disputed Interests in any such Class whose Claims or
Interests were Allowed during the preceding calendar quarter. Such quarterly
distributions will also be in the full amount that the Plan provides for Allowed
Claims or Allowed Interests in the applicable Class. Notwithstanding the
foregoing, distributions to Holders of Disputed Secured Claims shall be paid as
soon as practicable after such Claims are Allowed.

                  Except as otherwise provided in the Plan or the Confirmation
Order, and except with respect to Claims against Leap, all Cash necessary for
the Reorganized Debtors to make payments pursuant to the Plan will be obtained
from the applicable Debtors' existing cash balances, the operations of the
Debtors or Reorganized Debtors or post-Effective Date borrowings, as applicable.

                  Except as otherwise provided in the Plan or the Confirmation
Order, all Cash necessary for the Leap Creditor Trust to make payments pursuant
to the Plan for Holders of Claims against Leap will be obtained from assets
transferred to the Leap Creditor Trust in accordance with the terms of the Plan.

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<PAGE>

                  The Disbursing Agents will make all distributions of Cash and
securities required to be distributed under the applicable provisions of the
Plan. Any Disbursing Agent may employ or contract with other entities to assist
in or make the distributions required by the Plan. Each Disbursing Agent will
serve without bond, and each Disbursing Agent, other than the Reorganized
Debtors and the Leap Creditor Trust Trustee, will receive, without further Court
approval, reasonable compensation for distribution services rendered pursuant to
the Plan and reimbursement of reasonable out-of-pocket expenses incurred in
connection with such services from the Reorganized Debtors on terms acceptable
to the Reorganized Debtors. Any compensation for distribution services rendered
by the Leap Creditor Trust Trustee pursuant to the Plan or the Leap Creditor
Trust and reimbursement of reasonable out-of-pocket expenses incurred in
connection with such services shall be paid from Cash or assets transferred to
the Leap Creditor Trust.

                  Cash payments made pursuant to the Plan will be in U.S.
dollars by checks drawn on or wire transfers from a bank selected by the
Disbursing Agent. Except as otherwise set forth in the Leap Creditor Trust, Cash
payments of $1,000,000 or more to be made pursuant to the Plan will, to the
extent requested in writing no later than five days after the Confirmation Date,
be made by wire transfer from a bank. Cash payments to foreign creditors, if
any, may be made, at the option of the Disbursing Agent, in such funds and by
such means as are necessary or customary in a particular foreign jurisdiction.

                  The Disbursing Agent will make all distributions required
under the applicable provisions of the Plan and the Leap Creditor Trust.

                  (b)      Timing and Methods of Distributions

                           (i)      Compliance with Tax Requirements

                  In connection with the Plan, to the extent applicable and
except as provided in Section 5.17(b) of this Plan, each Disbursing Agent must
comply with all tax withholding and reporting requirements imposed on it by any
governmental unit, and all distributions pursuant to the Plan will be subject to
such withholding and reporting requirements. The Disbursing Agents will be
authorized to take any and all actions that may be necessary or appropriate to
comply with such withholding and reporting requirements.

                  Notwithstanding any other provision of the Plan: (i) each
Holder of an Allowed Claim or Interest that is to receive a distribution of Cash
pursuant to the Plan will have sole and exclusive responsibility for the
satisfaction and payment of any tax obligations imposed by any governmental
unit, including income, withholding and other tax obligations, on account of
such distribution; and (ii) no distribution will be made to or on behalf of such
Holder pursuant to the Plan unless and until such Holder has made arrangements
satisfactory to the Disbursing Agents for the payment and satisfaction of such
tax obligations. Any Cash to be distributed pursuant to the Plan will, pending
the implementation of such arrangements, be treated as an undeliverable
distribution pursuant to the Plan.

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                           (ii)     Pro Rata Distribution

                  When the Plan provides for Pro Rata distribution, the property
to be distributed under the Plan shall be divided Pro Rata among the Holders of
Allowed Claims or Allowed Interests of the relevant Class for that particular
Debtor.

                           (iii)    Distribution Record Date

                  As of the close of business on the Distribution Record Date,
the transfer registers for any Old Securities and Old Vendor Debt maintained by
the Debtors, or their respective agents, will be closed. The Disbursing Agents
and the respective agents of the Debtors will have no obligation to recognize
the transfer of the Old Securities and Old Vendor Debt occurring after the
Distribution Record Date, and will be entitled for all purposes relating to the
Plan to recognize and deal only with those Holders of record as of the close of
business on the Distribution Record Date. Distributions under the Plan shall be
made by the Debtors, Leap Creditor Trust or Reorganized Debtors, as applicable,
for the benefit of the Holders of Allowed Administrative Claims and Allowed
Claims in the Debtors' respective books and records, unless such addresses are
superseded by addresses listed on proofs of claim or transfers of claims filed
pursuant to Bankruptcy Rule 3001.

                           (iv)     Fractional Shares

                  The calculation of percentage distribution of the New Common
Stock to be made to Holders of certain Allowed Claims and Interests, as provided
for in the Plan, may mathematically entitle such Holder to a fractional interest
in the New Common Stock. The number of shares of New Common Stock to be received
by a Holder of an Allowed Claim and/or Interest shall be rounded to the next
greater or lower whole number of shares as follows: (a) fractions of 1/2 or
greater shall be rounded to the next greater whole number and (b) fractions of
less than 1/2 shall be rounded to the next lower whole number. The total number
of shares of New Common Stock to be distributed to a class of Claims or
Interests shall be adjusted as necessary to account for the rounding described
above. No consideration shall be provided in lieu of the fractional shares that
are rounded down and not issued.

SECTION 8.03 SPECIAL PROCEDURES FOR LOST, STOLEN, MUTILATED OR DESTROYED
             INSTRUMENTS

                  In addition to any requirements under the Bylaws of the
Debtors, any Holder of a Claim evidenced by an Instrument that has been lost,
stolen, mutilated or destroyed will, in lieu of surrendering such Instrument,
deliver to the Disbursing Agent: (a) evidence satisfactory to the Disbursing
Agent of the loss, theft, mutilation or destruction; and (b) such security or
indemnity as may be required by the Disbursing Agent to hold the Disbursing
Agent harmless from any damages, liabilities or costs incurred in treating such
individual as a Holder of an Instrument. Upon compliance with the Plan, the
Holder of a Claim evidenced by such an Instrument will, for all purposes under
the Plan, be deemed to have surrendered an Instrument, as applicable.

SECTION 8.04 UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS

                  Any Person that is entitled to receive a cash distribution
under the Plan but that fails to cash a check within 90 days of its issuance
shall be entitled to receive a reissued check from the Leap Creditor Trust or
Reorganized Debtors, as applicable, for the amount of the

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original check, without any interest, if such person requests the Disbursing
Agent to reissue such check and provides the Disbursing Agent with such
documentation as the Disbursing Agent requests to verify that such Person is
entitled to such check, prior to the first anniversary of the Effective Date. If
a Person fails to cash a check within 90 days of its issuance and fails to
request reissuance of such check prior to the first anniversary of the Effective
Date, such Person shall not be entitled to receive any distribution under this
Plan. If the distribution to any Holder of an Allowed Claim or Allowed Interest
is returned to a Disbursing Agent as undeliverable, no further distributions
will be made to such Holder unless and until the applicable Disbursing Agent is
notified in writing of such Holder's then-current address. Undeliverable
distributions will remain in the possession of the Disbursing Agent pursuant to
the Plan until such time as a distribution becomes deliverable. Undeliverable
cash will be held in trust in segregated bank accounts in the name of the
Disbursing Agent for the benefit of the potential claimants of such funds, and
will be accounted for separately. Except as set forth in the Leap Creditor Trust
Agreement, the Disbursing Agent holding undeliverable cash shall invest such
cash in a manner consistent with Reorganized Cricket's investment and deposit
guidelines. Any distribution which is not claimed within one year of the
Effective Date shall be deemed property of, as applicable, the Leap Creditor
Trust and the Reorganized Debtors, and to the extent deemed the property of the
Leap Creditor Trust, shall be distributed by the Leap Creditor Trust Trustee, on
a Pro Rata basis, to the Holders of beneficial interests in the Leap Creditor
Trust as soon as practicable thereafter.

SECTION 8.05 DISPUTED CLAIMS; RESERVE AND ESTIMATIONS

                  (a)      Treatment of Disputed Claims

                  Notwithstanding any other provisions of the Plan, no payments
or distributions will be made on account of a Disputed Claim or a Disputed
Interest until such Claim or Interest becomes an Allowed Claim or Allowed
Interest. The Leap Creditor Trust Trustee or Reorganized Debtors, as applicable,
may, at any time, request that the Court estimate any contingent or unliquidated
Claim pursuant to section 502(c) of the Bankruptcy Code, irrespective of whether
any Debtor previously objected to such Claim or whether the Court has ruled on
any such objection. The Court will retain jurisdiction to estimate any
contingent or unliquidated Claim at any time during litigation concerning any
objection to the Claim, including during the pendency of any appeal relating to
any such objection. If the Court estimates any contingent or unliquidated Claim,
that estimated amount will constitute either the Allowed Amount of such Claim or
a maximum limitation on such Claim, as determined by the Court. If the estimated
amount constitutes a maximum limitation on such Claim, the Leap Creditor Trust
Trustee or Reorganized Debtors, as applicable, may elect to pursue any
supplemental proceedings to object to any ultimate payment on account of such
Claim. All of these Claims objection, estimation and resolution procedures are
cumulative and not necessarily exclusive of one another. In addition to seeking
estimation of Claims as provided in the Plan, the Leap Creditor Trust Trustee or
Reorganized Debtors, as applicable, may resolve or adjudicate certain Disputed
Claims of Holders in Unimpaired Classes in the manner in which the amount of
such Claim and the rights of the Holder of such Claim would have been resolved
or adjudicated if the Chapter 11 Cases had not been commenced, subject to any
applicable discharge and limitations on amounts of claims and remedies available
under bankruptcy law. Claims may be subsequently compromised, settled, withdrawn
or resolved by the Leap Creditor Trust Trustee or Reorganized Debtors, as
applicable.

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<PAGE>

                  (b)      Distributions on Account of Disputed Claims Once They
Are Allowed

                  Except as set forth in the Leap Creditor Trust Agreement,
within 15 days following the end of each calendar quarter, the Disbursing Agent
will make all distributions on account of any Disputed Claim or Disputed
Interest that has become an Allowed Claim or Allowed Interest in accordance with
the Plan. Such distributions will be made pursuant to the provisions of the Plan
governing the applicable Class. Holders of Disputed Claims or Disputed Interests
that are ultimately Allowed will not be entitled to receive, on the basis of the
amounts ultimately allowed, any interest. Notwithstanding the foregoing,
distributions to Holders of Disputed Secured Claims shall be paid as soon as
practicable after such Claims are Allowed.

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

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

                  (d)      Reserve for Leap Administrative and Priority Claims

                  In connection with the Leap General Unsecured Claim Cash
Distribution, prior to the Initial Distribution Date, Leap shall establish an
appropriate reserve in an amount to be agreed upon by Leap and the Official
Committee, to satisfy Allowed Administrative Claims against Leap through and
including the Effective Date (including Claims for compensation and
reimbursement of expenses by professionals providing services to Leap) and
Allowed Priority Claims against Leap. If and to the extent that such reserves
are insufficient to satisfy all such Allowed Administrative Claims against Leap
and Allowed Priority Claims against Leap, such Claims shall be satisfied by
assets transferred or transferable to the Leap Creditor Trust that have not then
been distributed to holders of beneficial interests in the Leap Creditor Trust.
Following the Effective Date, after the satisfaction of all Allowed
Administrative Claims and Allowed Priority Claims against Leap and the
resolution of all Disputed Administrative Claims and Disputed Priority Claims
against Leap, any remaining Cash held in the reserve of Reorganized Leap will be
distributed to the Leap Creditor Trust. Under no circumstances shall Reorganized

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Leap, Cricket or any other Debtor or Reorganized Debtor be liable in any way for
any Claims against Leap, including such Allowed Administrative Claims and
Allowed Priority Claims.

                  (e)      Reserve for Cricket Companies' Administrative and
Priority Claims

                  Prior to the Confirmation Date, Cricket shall establish an
appropriate reserve in an amount to be agreed upon by Cricket and the Informal
Vendor Debt Committee, to satisfy Allowed Administrative Claims against Cricket
and the other Cricket companies through and including the Effective Date
(including Claims for compensation and reimbursement of expenses by
professionals providing services) and Allowed Priority Claims against Cricket
and the other Cricket companies. If and to the extent that such reserves are
insufficient to satisfy all such Allowed Administrative Claims and Allowed
Priority Claims, such Claims shall be satisfied by other assets of Cricket.
Following the Effective Date, after the satisfaction of all Allowed
Administrative Claims and Allowed Priority Claims and the resolution of all
Disputed Administrative Claims and Disputed Priority Claims, any remaining Cash
held in the reserve of Reorganized Cricket will become available to Reorganized
Cricket for use in its discretion. Under no circumstances shall Leap or the Leap
Creditor Trust be liable in any way for any Claims against non-Leap Debtors,
including any such Allowed Administrative Claims and Allowed Priority Claims.
Nothing contained herein shall diminish the reserve established for cure amounts
set forth in Section 4.01 hereof.

                  (f)      Reserve for Disputed Old Vendor Debt Claims

                  Prior to the Effective Date, Cricket shall establish a reserve
in respect of each Disputed Old Vendor Debt Claim, by holding back that portion
of the Old Vendor Debt Distribution that would be distributed in respect of each
such Disputed Old Vendor Debt Claim as if such Claim was an Allowed Claim on the
Effective Date, until such Disputed Claim is resolved. If the resolution of a
Disputed Old Vendor Debt Claim results in such Claim becoming an Allowed Old
Vendor Debt Claim, that portion of the Old Vendor Debt Distribution held back in
respect of such Claim shall be Distributed (to the extent of the Allowed portion
of such Old Vendor Debt Claim) to the Holder thereof as promptly as practicable.
Following the Effective Date, after the resolution of all such Disputed Old
Vendor Debt Claims, any remaining Reorganized Leap Common Stock or New Senior
Notes held in the reserve of Reorganized Cricket shall be distributed to the
Holders of Allowed Old Vendor Debt Claims on a Pro Rata basis.

SECTION 8.06 SETOFFS

                  Except with respect to claims released pursuant to the Plan or
any contract, instrument, release, indenture or other agreement or document
created in connection with the Plan, the Leap Creditor Trust Trustee and the
Reorganized Debtors may, as applicable and pursuant to section 553 of the
Bankruptcy Code or applicable nonbankruptcy law, set off against any Allowed
Claim and the distributions to be made pursuant to the Plan on account of such
Claim (before any distribution is made on account of such Claim), the claims,
rights and causes of action of any nature that the Leap Creditor Trust Trustee
or any of the Reorganized Debtors may hold against the Holder of such Allowed
Claim; provided, however, that neither the failure to effect such a setoff nor
the allowance of any Claim hereunder will constitute a waiver or release by the
Leap Creditor Trust or Reorganized Debtors of any such claims, rights and causes

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of action that the Debtors, the Leap Creditor Trust or the Reorganized Debtors
may possess against such Holder.

                                   ARTICLE IX.

                            IMPLEMENTATION AND EFFECT

                          OF CONFIRMATION OF THIS PLAN

SECTION 9.01 EFFECT OF CONFIRMATION OF THE PLAN

                  See Sections 5.02, 5.05, 5.09, 5.10 and 6.05 of the Plan.

                                   ARTICLE X.

                            RETENTION OF JURISDICTION

                  Notwithstanding the entry of the Confirmation Order and the
occurrence of the Effective Date, the Court will retain such jurisdiction over
the Chapter 11 Cases after the Effective Date to the full extent permitted by
law, including, without limitation, jurisdiction to:

         (a)      Allow, disallow, determine, liquidate, classify, subordinate,
estimate or establish the priority or secured or unsecured status of any Claim
or Interest, including the resolution of any request for payment of any
Administrative Claim, the resolution of any objections to the allowance or
priority of Claims or Interests and the resolution of any dispute as to the
treatment necessary to reinstate a Claim pursuant to the Plan;

         (b)      Grant or deny any applications for allowance of compensation
or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the
Plan, for periods ending before the Effective Date;

         (c)      Resolve any matters related to the assumption or rejection of
any executory contract or unexpired lease to which any Debtor is a party or with
respect to which any Debtor may be liable, and to hear, determine and, if
necessary, liquidate any Claims arising therefrom;

         (d)      Ensure that distributions to Holders of Allowed Claims or
Allowed Interests are accomplished pursuant to the provisions of the Plan;

         (e)      Decide or resolve any motions, adversary proceedings,
contested or litigated matters and any other matters and grant or deny any
applications involving the Debtors, Reorganized Debtors or the Leap Creditor
Trust arising out of or related to the Chapter 11 Cases;

         (f)      Enter such Orders as may be necessary or appropriate to
implement or consummate the provisions of the Plan and all contracts,
instruments, releases, indentures and other agreements or documents created in
connection with the Plan, the Disclosure Statement or the Confirmation Order,
except as otherwise provided herein;

         (g)      Resolve any cases, controversies, suits or disputes that may
arise in connection with the consummation, interpretation or enforcement of the
Plan or the Confirmation Order,

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including the release and injunction provisions set forth in and contemplated by
the Plan and the Confirmation Order, or any entity's rights arising under or
obligations incurred in connection with the Plan or the Confirmation Order;

         (h)      Subject to any restrictions on modifications provided in any
contract, instrument, release, indenture or other agreement or document created
in connection with the Plan, modify the Plan before or after the Effective Date
pursuant to section 1127 of the Bankruptcy Code or modify the Disclosure
Statement, the Confirmation Order or any contract, instrument, release,
indenture or other agreement or document created in connection with the Plan,
the Disclosure Statement or the Confirmation Order; or remedy any defect or
omission or reconcile any inconsistency in any Court Order, the Plan, the
Disclosure Statement, the Confirmation Order or any contract, instrument,
release, indenture or other agreement or document created in connection with the
Plan, the Disclosure Statement or the Confirmation Order, in such manner as may
be necessary or appropriate to consummate the Plan, to the extent authorized by
the Bankruptcy Code;

         (i)      Issue injunctions, enter and implement other Orders or take
such other actions as may be necessary or appropriate to restrain interference
by any entity with consummation, implementation or enforcement of the Plan or
the Confirmation Order;

         (j)      Enter and implement such Orders as are necessary or
appropriate if the Confirmation Order is for any reason modified, stayed,
reversed, revoked or vacated;

         (k)      Determine any other matters that may arise in connection with
or relating to the Plan, this Disclosure Statement, the Confirmation Order or
any contract, instrument, release, indenture or other agreement or document
created in connection with the Plan, the Disclosure Statement or the
Confirmation Order, except as otherwise provided in the Plan;

         (l)      Resolve any disputes that the Leap Creditor Trust Trustee may
assert with respect to whether the Debtors or Reorganized Debtors reasonably
determined that a proposed defendant is a "Material Vendor or Customer" in the
case of a potential Eligible Leap Avoidance Action, or that a proposed cause of
action is a "Materially Adverse Action" in the case of a potential Eligible Leap
Cause of Action; and

         (m)      Enter an Order concluding the Chapter 11 Cases.

                  The foregoing list is illustrative only and not intended to
limit in any way the Court's exercise of jurisdiction. If the Court abstains
from exercising jurisdiction or is otherwise without jurisdiction over any
matter arising out of the Chapter 11 Cases, including without limitation the
matters set forth in this Article, this Article shall have no effect upon and
shall not control, prohibit, or limit the exercise of jurisdiction by any other
court having competent jurisdiction with respect to such matter. Notwithstanding
any provision of the Plan to the contrary, the Court shall not retain
jurisdiction over any disputes regarding the FCC's Class 1B Claims against the
License Holding Companies or the definition of "Reinstated" with respect to the
FCC's Class 1B Claims against the License Holding Companies. The FCC shall have
sole jurisdiction and authority as an administrative agency to resolve any such
disputes; provided that the Debtors fully reserve their rights to pursue any and
all rights of review, rehearing, reconsideration, appeal or similar rights,
whether administrative or judicial, available to them pursuant to the rules,
regulations and policies of the FCC and to applicable law.

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                                   ARTICLE XI.

                            MISCELLANEOUS PROVISIONS

SECTION 11.01 EXEMPTION FROM TRANSFER TAXES

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

SECTION 11.02 PAYMENT OF STATUTORY FEES

                  All fees payable on or before the Effective Date pursuant to
section 1930 of Title 28 of the United States Code shall be paid on or before
the Effective Date. The Debtors will pay quarterly fees to the U.S. Trustee
until entry of a final decree. In addition, the Debtors will file
post-Confirmation quarterly reports in conformance with the U.S. Trustee
Guidelines.

SECTION 11.03 MODIFICATION OR WITHDRAWAL OF THE PLAN

                  The Debtors reserve the right, in accordance with the
Bankruptcy Code, to amend, modify or withdraw the Plan prior to the entry of the
Confirmation Order. After the entry of the Confirmation Order, the Debtors may
amend or modify the Plan, or remedy any defect or omission or reconcile any
inconsistency in the Plan in such a manner as may be necessary to carry out the
purpose and intent of the Plan with the consent of the Official Committee (or,
if the Official Committee has disbanded, the Leap Creditor Trust Trustee) and
the Informal Vendor Debt Committee.

SECTION 11.04 GOVERNING LAW

                  Unless a rule of law or procedure is supplied by federal law
(including the Bankruptcy Code and Bankruptcy Rules), the laws of the State of
New York (without reference to the conflicts of laws provisions thereof) shall
govern the construction and implementation of the Plan and any agreements,
documents and instruments executed in connection with the Plan.

SECTION 11.05 FILING OR EXECUTION OF ADDITIONAL DOCUMENTS

                  On or before the Effective Date, the Debtors shall file with
the Court or execute, as appropriate, such agreements and other documents as may
be necessary or appropriate to effectuate and further evidence the terms and
conditions of the Plan.

SECTION 11.06 WITHHOLDING AND REPORTING REQUIREMENTS

                  In connection with the Plan and all instruments issued in
connection therewith and distributions thereon, to the extent applicable and
except as provided in Section 5.17(b) of this Plan, the Leap Creditor Trust
Trustee and the Reorganized Debtors shall comply with all

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<PAGE>

withholding and reporting requirements imposed by any federal, state, local or
foreign taxing authority and all distributions thereunder shall be subject to
any such withholding and reporting requirements.

SECTION 11.07 WAIVER OF RULE 62(a) OF THE FEDERAL RULES OF CIVIL PROCEDURE

                  The Debtors may request that the Confirmation Order include
(a) a finding that Rule 62(a) of the Federal Rules of Bankruptcy Procedure shall
not apply to the Confirmation Order, and (b) authorization for the Debtors to
consummate the Plan immediately after the entry of the Confirmation Order.

SECTION 11.08 HEADINGS

                  Headings used in the Plan are for convenience and reference
only and shall not constitute a Part of the Plan for any purpose.

SECTION 11.09 EXHIBITS AND SCHEDULES

                  All Exhibits and Schedules to the Plan and Disclosure
Statement are incorporated into and constitute a part of the Plan as if set
forth herein.

SECTION 11.10 NOTICES

                  All notices, requests and demands hereunder to be effective
shall be in writing and unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when actually delivered or, in the case
of notice by facsimile transmission, when received and telephonically confirmed,
addressed as follows:

Latham & Watkins LLP                        Kramer Levin Naftalis & Frankel LLP
Attorneys for the Debtors                   Attorneys for the Official Committee
633 West Fifth Street, Suite 4000           919 Third Avenue
Los Angeles, California 90071               New York, New York 10022
Attn: Robert A. Klyman                      Attn: Robert T. Schmidt

Andrews & Kurth L.L.P.                      Office of the United States Trustee
Attorneys for Informal Vendor Debt          402 West Broadway, Suite 600
Committee                                   San Diego, CA  92101
805 Third Avenue                            Attn: Tiffany L. Carroll
New York, New York 10022
Attn: Paul N. Silverstein

SECTION 11.11 PLAN SUPPLEMENT

                  Forms of documents relating to the Amended Debtor Certificates
of Incorporation, Amended Debtor Bylaws, Leap Creditor Trust Agreement and New
Senior Notes Indenture shall be contained in the Plan Supplement and filed with
the Clerk of the Court at least 5 days prior to the date of the Confirmation
Hearing. Upon its filing with the Court, the Plan Supplement may be inspected
during normal Court hours. Holders of Claims may obtain a copy of the Plan
Supplement upon written request to counsel to the Debtors.

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<PAGE>

SECTION 11.12 CONFLICT

                  The terms of this Plan shall govern in the event of any
inconsistency with the summaries of the Plan set forth in the Disclosure
Statement.

SECTION 11.13 SUCCESSORS AND ASSIGNS

                  The rights, benefits and obligations of any Person named or
referred to in the Plan shall be binding on, and shall inure to the benefit of,
any heir, executor, trustee, administrator, successor or assign of such Person.

SECTION 11.14 SATURDAY, SUNDAY OR LEGAL HOLIDAY

                  If any payment or act under the Plan is required to be made or
performed on a date that is not a Business Day, then the making of such payment
or the performance of such act may be completed on the next succeeding Business
Day, but shall be deemed to have been completed as of the required date.

SECTION 11.15 POST-EFFECTIVE DATE EFFECT OF EVIDENCES OF CLAIMS OR INTERESTS

                  Notes, bonds, stock certificates and other evidences of Claims
against or Interests in the Debtors, and all Instruments of the Debtors (in
either case, other than those executed and delivered as contemplated hereby in
connection with the consummation of the Plan), shall, effective upon the
Effective Date, represent only the right to participate in the distributions
contemplated by the Plan.

SECTION 11.16 SEVERABILITY OF PLAN PROVISIONS

                  If, prior to Confirmation, any term or provision of the Plan
that does not govern the treatment of Claims or Interests provided for herein or
the conditions to the Effective Date is held by the Court to be invalid, void,
or unenforceable, the Court shall have the power to alter and interpret such
term or provision to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held
to be invalid, void, or unenforceable, and such term or provision shall then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration or interpretation, the remainder of the terms and provisions of the
Plan will remain in full force and effect and will in no way be affected,
impaired, or invalidated by such holding, alteration, or interpretation. The
Confirmation Order shall constitute a judicial determination, and shall provide,
that each term and provision of the Plan, as it may have been altered or
interpreted in accordance with the foregoing, is valid and enforceable pursuant
to its terms.

SECTION 11.17 BALLOTING

                  Each Holder of an Allowed Claim or an Allowed Interest
entitled to vote on the Plan will receive a Ballot. The Ballot will contain two
boxes, one indicating acceptance of the Plan and the other indicating rejection
of the Plan. Holders of Allowed Claims or Allowed Interests who elect to vote on
the Plan must mark one or the other box pursuant to the instructions contained
on the Ballot. Any executed Ballot that does not indicate acceptance or
rejection of the Plan will be deemed to be an acceptance of the Plan.

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<PAGE>

SECTION 11.18 NO ADMISSIONS OR WAIVER OF OBJECTIONS

                  Notwithstanding anything herein to the contrary, nothing
contained in the Plan shall be deemed as an admission by any Debtor, the
Official Committee or the Informal Vendor Debt Committee with respect to any
matter set forth herein including, without limitation, liability on any Claim or
the propriety of any Claims classification. The Debtors are not bound by any
statements herein or in the Disclosure Statement as judicial admissions.

SECTION 11.19 SURVIVAL OF SETTLEMENTS

                  All Court-approved settlements shall survive consummation of
the Plan, except to the extent that any provision of any such settlement is
inconsistent with the Plan, in which case the provisions of the Plan shall
supersede such inconsistent provision of such settlement, except as set forth in
Section 3.08 hereof and except as set forth in Section 3.09 hereof.

SECTION 11.20 CERTAIN PROVISIONS REGARDING THE UNITED STATES

                  Neither the United States, nor any agency or instrumentality
thereof, shall be bound by any provision of the Plan, including without
limitation Section 5.09 hereof, or any order confirming or enforcing the Plan,
to the extent that it purports to estop or enjoin the United States' exercise of
setoff, subrogation or recoupment rights (to the extent such rights exist under
applicable law) with respect to the Debtors, the Reorganized Debtors or any
other parties.

Dated: July 30, 2003                  LEAP WIRELESS INTERNATIONAL, INC.

                                      By: /s/  HARVEY P. WHITE
                                          --------------------
                                      Its: Chief Executive Officer

Dated: July 30, 2003                  CRICKET COMMUNICATIONS HOLDINGS, INC.

                                      By: /s/  HARVEY P. WHITE
                                          --------------------
                                      Its: Chief Executive Officer

Dated: July 30, 2003                  CRICKET COMMUNICATIONS, INC.

                                      By: /s/  HARVEY P. WHITE
                                          --------------------
                                      Its: Chief Executive Officer

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<PAGE>

Dated: July 30, 2003                  FOR EACH OF THE LICENSE HOLDING COMPANIES

                                      By: /s/  HARVEY P. WHITE
                                          --------------------
                                      Its: Chief Executive Officer

Dated: July 30, 2003                  FOR EACH OF THE PROPERTY HOLDING COMPANIES

                                      By: /s/  HARVEY P. WHITE
                                          --------------------
                                      Its: Chief Executive Officer

Dated: July 30, 2003                  FOR EACH OF THE OTHER SUBSIDIARIES

                                      By: /s/  HARVEY P. WHITE
                                          --------------------
                                      Its: Chief Executive Officer

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<PAGE>

LATHAM & WATKINS LLP
  Michael S. Lurey (State Bar #048235)
  Robert A. Klyman (State Bar #142723)
  Eric D. Brown (State Bar #211512)
633 West Fifth Street, Suite 4000
Los Angeles, California  90071-2007
Telephone: (213) 485-1234
Facsimile: (213) 891-8763

Counsel for
Debtors and Debtors-in-Possession

                         UNITED STATES BANKRUPTCY COURT

                         SOUTHERN DISTRICT OF CALIFORNIA

In re                                    Case Nos.: 03-03470-A11 through
                                         03-03535-A11

LEAP WIRELESS INTERNATIONAL, INC.,
and CRICKET COMMUNICATIONS, INC.,
et al.,                                  (Jointly Administered)

                                         Chapter 11

            Debtors.                     STIPULATION AND ORDER RE TECHNICAL
                                         MODIFICATION TO THE DEBTORS' FIFTH
                                         AMENDED JOINT PLAN OF REORGANIZATION
                                         DATED AS OF JULY 30, 2003 [LEAP CLASS
                                         1A:  GLH CLAIM]

Fed. Tax Id. Nos. 33-0811062 and
33-0879924

                                         [No Hearing Required]

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
ATTORNEYS AT LAW          JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
     LOS ANGELES                                     [LEAP CLASS 1A:  GLH CLAIM]

<PAGE>

                  This Stipulation re Technical Modification to the Debtors'
Fifth Amended Joint Plan of Reorganization Dated as of July 30, 2003 [Leap Class
1A: GLH Claim] (the "Stipulation") by and among the above captioned debtors and
debtors-in-possession (collectively, the "Debtors"), GLH Communications, Inc.
("GLH"), and NTCH, Inc. ("NTCH") with reference to the following:

                                    RECITALS

                  A.       On or about April 13, 2003 (the "Commencement Date"),
the Debtors each commenced cases in the United States Bankruptcy Court for the
Southern District of California (the "Bankruptcy Court") under chapter 11 of
title 11 of the United States Code (the Bankruptcy Code"). By order dated April
14, 2003, these cases became jointly administered cases. The Debtors continue to
operate their businesses and manage their properties as debtors-in-possession
pursuant to 11 U.S.C. Sections 1107(a) and 1108.

                  B.       Leap Wireless International, Inc. ("Leap") executed
that certain Secured Promissory Note, dated April 9, 2002, in favor of GLH, and
Leap and GLH are parties to that certain Pledge Agreement, dated as of April 9,
2002, with Leap as pledgor and GLH as pledgee, each as amended from time to time
(collectively, the "GLH Loan Documents "). Leap holds 100% of the outstanding
equity interests of Cricket Licensee XI, Inc. ("Licensee XI"), and Leap has
pledged the stock of Licensee XI to secure its obligations under the GLH Loan
Documents (such stock, the "GLH Collateral"). Licensee XI holds the following
FCC wireless licenses (collectively, the "Licenses"):

                      BTA:             228
                      Market:          Kennewick-Pasco-Richland
                      State:           Washington
                      Block:           C2
                      MHz:             15
                      Call Sign:       WPOK587

                      BTA:             472
                      Market:          Wichita
                      State:           Kansas
                      Block:           C1
                      MHz:             15
                      Call Sign:       WPOK606

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
  ATTORNEYS AT LAW        JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
    LOS ANGELES                                      [LEAP CLASS 1A:  GLH CLAIM]

                                       2

<PAGE>

                      BTA:             482
                      Market:          Yakima
                      State:           Washington
                      Block:           C2
                      MHz:             15
                      Call Sign:       WPOK607

                  C.       GLH filed Claim No. 677 against Leap in the amount of
$8,698,339.56 and Claim No. 680 against Licensee XI in the amount of
$8,698,339.56 with respect to the GLH Loan Documents (collectively, the "GLH
Claim").(1) The Debtors' Fifth Amended Joint Plan of Reorganization dated as of
July 30, 2003 (the "Plan") designates the GLH Claim as a secured claim in Class
1A of Leap.

                  D.       The Plan provides that GLH shall be entitled to
receive the GLH Collateral in full satisfaction, settlement, release and
discharge of and in exchange for the GLH Claim.

                  E.       On September 8, 2003, GLH filed its "Limited
Objection to Confirmation of Fifth Amended Joint Plan of Reorganization dated
July 30, 2003" (the "Plan Objection"). Subsequent thereto, MCG PCS, Inc. ("MCG")
filed its objection to the GLH treatment, asserting that the value of the GLH
Collateral substantially exceeds the amount of the GLH Claim. GLH disagrees with
MCG and believes that the value of the GLH Collateral is substantially less than
the amount of the GLH Claim.

                  F.       On October 3, 2003, the Debtors filed their First
Omnibus Objection to Secured Claims (the "Omnibus Objection"). As identified in
the Omnibus Objection, the Debtors objected to GLH's Claim No. 680 against
Licensee XI on the grounds that GLH does not have a secured claim against
Licensee XI (the "GLH Claim Objection"). The Debtors did not object to GLH's
Claim No. 677 against Leap. Leap acknowledges the validity of the GLH Claim as
against Leap and the validity of GLH's security interest in the GLH Collateral.


----------
(1)  If and to the extent the sum of the Auction Net Sales Proceeds (as defined
     below) in respect of the Licenses and the net amount for which the GLH
     Collateral is sold at the Foreclosure exceeds the amount of the GLH Claim,
     the GLH Claim shall include accrued post-petition interest, plus all
     reasonable fees and costs incurred by GLH with respect to the obligations
     which give rise to the GLH Claim (if and to the extent that GLH is entitled
     to recover such fees and costs under the GLH Loan Documents and applicable
     law).

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
ATTORNEYS AT LAW          JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
     LOS ANGELES                                     [LEAP CLASS 1A:  GLH CLAIM]

                                        3

<PAGE>

                  G.       On October 8, 2003, a hearing was held with respect
to the Plan Objection at which time, the Debtors, GLH and NTCH agreed on the
record to a modification of the treatment of the GLH Claim under the Plan
pursuant to the terms and conditions set forth below, as subsequently extended
as described in Paragraph H below.

                  H.       Although Licensee XI and its broker have commenced
some marketing activities with respect to the Licenses, the Debtors believe that
extending the auction date to January 28, 2004 (from mid-December 2003)
increases the prospects for obtaining the highest possible bids for the
Licenses. GLH does not object to such extension.

                                   STIPULATION

                  NOW THEREFORE, based upon the foregoing and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Debtors, GLH and NTCH stipulate and agree as follows and
further stipulate and agree that the Plan is amended hereby with respect to the
GLH Claim:

                                THE SALE AUCTION

                  1.       Leap shall cause Licensee XI to continue the
marketing of each of the Licenses for sale on an "as-is" basis to the highest,
all cash bidder for each such License at a sale auction to take place on January
28, 2004 at 10:00 a.m. at the offices of Leap at 10307 Pacific Center Court, San
Diego, California 92121 (the "Sale Auction"). Leap and Licensee XI shall take
such actions as they deem appropriate to market the Licenses, including the
engagement of a broker. All reasonable costs related to the marketing and sale
of the Licenses incurred by Leap and Licensee XI, including without limitation,
brokerage commissions and costs, attorneys' fees and disbursements, advertising
costs and other similar expenses, shall be deemed costs of sale to be paid to
Leap and Licensee XI, as appropriate, out of any sales proceeds obtained at the
closings of the transfers of the Licenses from any winning bidder or bidders at
the Sale Auction. Licensee XI shall be entitled to enter into a customary
brokerage agreement for the Licenses with Falkenberg Capital Corporation and to
pay the brokerage commissions and costs thereunder, without further notice or
order of the Bankruptcy Court.

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
  ATTORNEYS AT LAW        JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
    LOS ANGELES                                      [LEAP CLASS 1A:  GLH CLAIM]

                                       4

<PAGE>

                  2.       In order to participate in the Sale Auction, each
potential bidder at the Sale Auction must: (i) be qualified to hold the
applicable License(s) under applicable Federal Communications Commission ("FCC")
laws, rules and regulations; and (ii) provide evidence, on or prior to the close
of business on January 22, 2004, to the satisfaction of Leap and Licensee XI, of
such bidder's ability to consummate the purchase of the applicable License(s) in
a timely fashion, including evidence of adequate financial resources or
financing, and including a financial guaranty, if appropriate. In addition, each
potential bidder for the Kennewick, WA License and/or the Yakima, WA License
must qualify as a "designated entity" capable of holding such Licenses under
applicable FCC laws, rules and regulations, and each such bidder must furnish to
Leap and Licensee XI reasonable evidence of such qualification on or prior to
the close of business on January 22, 2004, in order to participate in the Sale
Auction for such Licenses. Leap and Licensee XI shall disclose to GLH all such
evidence of financial wherewithal and regulatory qualification received from
potential bidders not later than 10:00 a.m., P.S.T., on January 23, 2004. Not
later than 12:00 p.m., P.S.T., on January 26, 2004, GLH shall deliver to Leap
and Licensee XI written notice of GLH's determination, in its reasonable
judgment, that a potential bidder does not have adequate financial resources or
financing to consummate the purchase of License(s), or that it does not qualify
to hold such License(s) under applicable FCC laws, rules and regulations. If GLH
does not timely deliver written notice of such reasonable determination to Leap
and Licensee XI, GLH shall be deemed to have approved the qualifications of each
such potential bidder at the Sale Auction.

                  3.       The Sale Auction shall be conducted through a single
round of confidential, sealed bids submitted to Leap, Licensee XI and their
counsel prior to the start of the Sale Auction. At or prior to the commencement
of the Sale Auction, Leap and Licensee XI shall disclose to GLH each such
confidential, sealed bid so that GLH can grant or withhold its consent pursuant
to and in accordance with Paragraph 5 hereof, if applicable. At the conclusion
of the Sale Auction, the properly qualified high bidders (i.e., "winning
bidders"), if any, must sign a binding purchase and sale agreement pursuant to
which each such winning bidder will agree to purchase such License(s), subject
to the receipt of all required FCC consents and approvals, but

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
  ATTORNEYS AT LAW        JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
    LOS ANGELES                                      [LEAP CLASS 1A:  GLH CLAIM]

                                        5

<PAGE>

not to any other closing conditions. Leap will distribute the form of purchase
and sale agreement, escrow agreement and PCS facilities management agreement (to
facilitate the buildout of the Kennewick, WA and Yakima, WA licenses at the
winning bidder's sole election and expense), each in form and substance
reasonably satisfactory to Licensee XI and GLH, to all interested potential
bidders at least ten (10) days prior to the Sale Auction. Each winning bidder
also must deliver to a third party escrow agent at the conclusion of the Sale
Auction a cash deposit equal to ten percent (10%) of its winning bid(s), which
deposit shall be subject to forfeiture to GLH in the event of a material breach
of the purchase and sale agreement by such winning bidder or if such winning
bidder fails to be qualified to hold the applicable License(s) under applicable
FCC laws, rules and regulations. Notwithstanding any other provision of this
Stipulation, any such deposit forfeited to GLH shall be deemed a payment by Leap
against the GLH Claim, which claim shall be reduced by the amount of each such
forfeited deposit. The closings of the transfers of the Licenses, if any, to the
respective winning bidders at the Sale Auction shall occur as promptly as
practical after the Sale Auction, subject to the receipt of all required FCC
consents and approvals. Each winning bidder in the Sale Auction also shall be
responsible for and shall pay the "unjust enrichment" penalties, if any, payable
to the FCC in connection with the closing of the transfer of the License(s)
being sold to such winning bidder.

                  4.       In the event the aggregate net sales proceeds (after
deducting the costs of sale) obtained at the closings of the transfers of the
Licenses to the winning bidders from the Sale Auction (the "Auction Net Sales
Proceeds") exceed the GLH Claim amount, the GLH Claim shall be paid by Leap in
full and any excess net sales proceeds and any unsold Licenses shall be
transferred to the Leap Creditor Trust.

                  5.       In the event the Auction Net Sales Proceeds resulting
from any such Sale Auction would be less than the GLH Claim amount (hereinafter,
a "Short Sale"), any such proposed Short Sale shall not occur unless GLH
consents thereto (or is deemed to consent thereto) at the Sale Auction. GLH
shall have no obligation to give such consent and any such consent by GLH shall
be at its sole and absolute discretion. Any such consent by GLH shall be granted
or withheld by GLH at the Sale Auction; provided, that if GLH fails to attend
the Sale

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
ATTORNEYS AT LAW          JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
     LOS ANGELES                                     [LEAP CLASS 1A:  GLH CLAIM]

                                        6

<PAGE>

Auction (in person or by telephone), GLH's consent to any Short Sale shall be
deemed granted. Any such consent granted or deemed granted by GLH shall be
irrevocable and shall be affirmed in writing by GLH at Leap's request. In the
event GLH consents or is deemed to consent to any such Short Sale, the Auction
Net Sales Proceeds shall be delivered to GLH promptly following the closings of
the transfers of the Licenses. That amount which is equal to the difference
between the amount of Auction Net Sales Proceeds received by GLH and the amount
of the GLH Claim shall become an allowed, unsecured claim entitled to treatment
under the Plan as a Leap Class 4 Claim; provided, however, if a Foreclosure is
conducted pursuant to Paragraphs 6 and 7 of this Stipulation, that amount of the
GLH Claim that will become an allowed, unsecured claim entitled to treatment as
a Leap Class 4 Claim shall be determined pursuant to Paragraph 8 of this
Stipulation.

                        RELIEF FROM STAY AND FORECLOSURE

                  6.       In the event any of the Licenses are not sold at the
Sale Auction (subject to the receipt of all required FCC consents and
approvals), or if the closing of the transfer of one or more Licenses to the
winning bidders at the Sale Auction does not occur within the time contemplated
by the purchase and sale agreement, GLH shall be entitled to, and is hereby
granted, relief from the automatic stay effective as of January 29, 2004 to
exercise all of its rights and remedies with respect to the GLH Collateral,
including without limitation, to foreclose on the GLH Collateral in accordance
with the terms and conditions set forth below, subject to the receipt of all
required FCC consents and approvals and to Licensee XI's obligations, if any, to
close the transfer of any of the Licenses to the winning bidders from the Sale
Auction (the "Foreclosure"). GLH represents and warrants that it is qualified as
a "designated entity" capable of holding or controlling the Licenses under
applicable FCC laws, rules and regulations.

                  7.       The Foreclosure shall be deemed proper and in
compliance with the California Commercial Code in all respects so long as the
Foreclosure is conducted as follows:

                           a.       Place and Time of Foreclosure. The
                                    Foreclosure shall be held at the offices of
                                    Rutan & Tucker LLP, 611 Anton Blvd., Suite
                                    1400, Costa Mesa, California 92626 at 10:00
                                    a.m. on a business day that is at least

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
  ATTORNEYS AT LAW        JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
    LOS ANGELES                                      [LEAP CLASS 1A:  GLH CLAIM]

                                       7

<PAGE>

                                    15 days after Notice (as defined below) has
                                    been mailed, but not earlier than February
                                    13, 2004. GLH may, upon announcement at the
                                    time and date of such Foreclosure, continue
                                    such Foreclosure from time to time without
                                    further notice; and

                           b.       Notice. GLH shall provide notice of the
                                    Foreclosure as follows: by mailing of
                                    written notice (the "Notice") of the
                                    Foreclosure via first class mail, deposited
                                    after January 28, 2004, to (1) the special
                                    notice list in these cases (with such list
                                    provided to counsel for GLH by the counsel
                                    for Leap within 5 business days of the date
                                    of this Stipulation); (2) the twenty largest
                                    wireless carriers as identified by Leap (at
                                    the addresses identified by counsel for Leap
                                    and provided to counsel for GLH by the
                                    counsel for Leap within 5 business days of
                                    the date of this Stipulation); and (3) those
                                    carriers that GLH determines (in its sole
                                    and absolute discretion) operate in and/or
                                    immediately adjacent to the markets covered
                                    by the Licenses. Notice shall become
                                    effective upon the completion of the
                                    mailings described above.

                  8.       That amount (if any) which is equal to the difference
between (i) the sum of (A) the amount of the Auction Net Sales Proceeds received
by GLH, if any, and (B) the net amount for which the GLH Collateral was sold at
the Foreclosure (whether by way of credit bid or otherwise) and (ii) the amount
of the GLH Claim, shall become an allowed, unsecured claim entitled to treatment
under the Plan as a Leap Class 4 Claim. In the event GLH withholds its consent
to a proposed Short Sale of Licenses at the Sale Auction, then GLH shall make
(and shall be deemed to make) an opening credit bid at the Foreclosure equal to
the sum of the expected Auction Net Sales Proceeds that would have been received
by GLH in respect of the last high bid from a properly qualified bidder for each
such License for which GLH's consent to the proposed Short Sale was withheld. In
the event (i) the sum of (A) the amount of the Auction Net Sales Proceeds
received by GLH, if any, and (B) the net amount for which the GLH Collateral was
sold at the Foreclosure (whether by way of credit bid or otherwise) exceeds (ii)

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
  ATTORNEYS AT LAW        JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
    LOS ANGELES                                      [LEAP CLASS 1A:  GLH CLAIM]

                                       8

<PAGE>

the amount of the GLH Claim, that excess amount (after payment of all expenses
related to the Foreclosure) shall be transferred to the Leap Creditor Trust.

                  9.       At or after the Foreclosure, if so requested,
Licensee XI will enter into a PCS facilities management agreement (to facilitate
the buildout of the Kennewick, WA and Yakima, WA licenses at purchaser's sole
election and expense) with the purchaser of the GLH Collateral at the
Foreclosure, in form and substance reasonably satisfactory to Licensee XI and
such purchaser.

                          GENERAL TERMS AND PROVISIONS

                  10.      Buildout Certificate. By no later than December 23,
2003, Debtors will file, or cause to be filed, the FCC Form 601 as a "required
notification" of the completion of the buildout requirements for broadband PCS
call sign WPOK606 (Wichita, Kansas). FCC Form 601 will be filed via the FCC's
ULS (online Universal Licensing System). As part of its filing of FCC Form 601,
Leap will attach the required certification showing that the coverage
requirements have been met (collectively, the "Buildout Certification").
Concurrent with that filing, Leap will deliver a complete copy of the Buildout
Certification (together with all exhibits, schedules and attachments) to GLH.

                  11.      Switch Use. Cricket Communications, Inc. ("Cricket"),
GLH and NTCH agree that GLH may continue to purchase switching services on
Cricket's Nashville switch to process telecommunications for GLH customers in
its Cookeville, Tennessee market subject to the following: (a) The number of GLH
subscribers in its Cookeville, Tennessee market shall not exceed 1,500 while GLH
is purchasing switching services on Cricket's Nashville switch, (b) GLH shall
not add any additional carriers to its Cookeville, Tennessee network from
October 8, 2003 through June 30, 2004; (c) GLH shall pay Cricket $4.75 per
subscriber per month in exchange for the switching services made available to it
on Cricket's Nashville switch, such payment (and the payments contemplated by
Section 12 hereof) to be made promptly after the end of each month; (d) GLH's
purchase of switching services on Cricket's Nashville switch shall terminate
upon the earlier of ten days' prior written notice by GLH that it no longer
intends to use the switch or June 30, 2004, and GLH shall not have the right to
purchase switching

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
  ATTORNEYS AT LAW        JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
    LOS ANGELES                                      [LEAP CLASS 1A:  GLH CLAIM]

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services using Cricket's Nashville switch, or otherwise have access to use
Cricket's Nashville switch, thereafter; and (e) except as otherwise set forth in
this sentence, GLH's purchase of switching services using Cricket's Nashville
switch shall occur on the terms set forth in the Switch Sharing Agreement,
entered into as of June 14, 2001 between Cricket, GLH and NTCH. Cricket, GLH and
NTCH may modify the foregoing terms by mutual agreement without further notice
or order of the Bankruptcy Court. Cricket shall use commercially reasonable
efforts to continue to operate the Nashville switch in a manner consistent with
prior practice but otherwise makes no covenants, representations or warranties,
express or implied, relating thereto.

                  12.      Roaming Rights. Cricket, GLH and NTCH agree that GLH
may continue to purchase switching services that allow GLH customers on its
Jackson, Tennessee switch to "roam" on Cricket's Memphis, Tennessee network
subject to the following: (a) GLH shall pay Cricket $0.03 per minute of roaming
time (rounded up to the nearest minute), provided that there is no charge for
the first 100 minutes of roaming time by each customer in any month, such
payment (and the payments contemplated by Section 11 hereof) to be made promptly
after the end of each month; (b) GLH's purchase of switching services to permit
GLH's customers on its Jackson, Tennessee switch to roam on Cricket's Memphis
network shall terminate upon the earlier of ten days' prior written notice by
GLH that it no longer intends to purchase such services or December 31, 2003,
and GLH shall not have the right to purchase switching services from Cricket, or
otherwise have access to use Cricket's Memphis network, to allow GLH's customers
on its Jackson, Tennessee switch to "roam" on Cricket's network thereafter; and
(c) except as otherwise set forth in this sentence, GLH's purchase of switching
services from Cricket to allow GLH's customers on its Jackson, Tennessee switch
to "roam" on Cricket's Memphis network shall occur on the terms set forth in the
Switch Sharing Agreement, entered into as of June 14, 2001 between Cricket, GLH
and NTCH. Cricket and GLH may agree to modify such roaming rights by mutual
agreement without further notice or order of the Bankruptcy Court. Cricket shall
use commercially reasonable efforts to continue to operate its Memphis switch in
a manner consistent with prior practice but otherwise makes no covenants,
representations or warranties, express or implied, relating thereto.

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
  ATTORNEYS AT LAW        JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
    LOS ANGELES                                      [LEAP CLASS 1A:  GLH CLAIM]

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                  13.      Payment to Cricket Communications - Confirmation of
Prior Termination of Switch Agreement. Debtors have alleged that GLH is
obligated to Cricket in the amount of $66,898.06 for work performed on one of
Cricket's switches for GLH. GLH has disputed that allegation, asserting, among
other things, that the amount charged includes charges for work for which GLH is
not obligated to reimburse Cricket. GLH has further asserted that it has
additional offset rights and claims against Cricket arising out of Cricket's
failure to provide sufficient capacity for GLH in the Memphis market. The
Debtors dispute such allegation of GLH. The foregoing disputes shall be fully
and finally resolved by the payment of $33,500 from GLH to Cricket. Such payment
shall be paid to Cricket not later than January 29, 2004. Cricket, GLH and NTCH
acknowledge and agree that the Switch Sharing Agreement, entered into as of June
14, 2001 by and between Cricket, GLH and NTCH has been terminated, and, except
as provided in this Stipulation, neither GLH nor any of the Debtors has any
further liability or obligations with respect thereto.

                  14.      Withdrawal of Objections. GLH hereby withdraws the
Plan Objection and GLH, to the extent that GLH has voted against the Debtors'
Plan of Reorganization, shall be deemed to have voted in favor of the Plan.

                  15.      Unjust Enrichment Fee. Debtors have been advised by
the FCC that an "unjust enrichment fee" in the approximate amount of $346,000
remains owing with respect to licenses acquired by one or more of the Debtors
from GLH and/or a GLH affiliate or stockholder (which are not the Licenses owned
by Licensee XI). The Debtors acknowledge and agree that GLH, NTCH and Glenn
Ishihara have no liability with respect thereto. GLH, NTCH and Mr. Ishihara,
however, hereby agree to cooperate with Debtors and execute and deliver all such
instruments, and take all such other actions, as Debtors may reasonably request
from time to time to facilitate the final transfer of such licenses to Debtors
upon payment of such "unjust enrichment fee"; provided, however, Cricket shall
immediately reimburse GLH, NTCH and Mr. Ishihara, as applicable, for any
material out-of-pocket costs reasonably incurred by GLH, NTCH or Mr. Ishihara in
connection with such cooperation.

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
  ATTORNEYS AT LAW        JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
    LOS ANGELES                                      [LEAP CLASS 1A:  GLH CLAIM]

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                  16.      Further Cooperation. The parties hereto agree to
execute and deliver all such other instruments, and take all such other actions,
as any party may reasonably request from time to time in order to effectuate the
transactions provided for herein, including without limitation, execution by
Leap and Licensee XI of any necessary applications, delivery by Leap and
Licensee XI of supporting documentation and such other cooperation by Leap and
Licensee XI as may be necessary with respect to GLH applying for and obtaining
all applicable FCC approvals for the transfer of control of the Licenses to GLH
through the Foreclosure, if any, in accordance with this Stipulation.

                  17.      Counterpart. This Stipulation may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

                  18.      Conflicting Provisions. To the extent any term or
condition herein is inconsistent with or conflicts with any term or condition
set forth in the Plan, the terms and conditions set forth herein shall control.

                  19.      Survival and Effectiveness. This Stipulation shall be
effective upon entry by the Bankruptcy Court of an order approving the terms
hereof.

Dated:  December ___, 2003

                                         LATHAM & WATKINS LLP

                                         /s/ Robert Klyman
                                         ------------------------------------
                                         Robert A. Klyman
                                         633 West Fifth Street, Suite 4000
                                         Los Angeles, CA 90071-2007
                                         Telephone: (213) 485-1234
                                         Facsimile: (213) 891-8763

                                         Attorneys for Debtors and Debtors In
                                         Possession

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
  ATTORNEYS AT LAW        JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
    LOS ANGELES                                      [LEAP CLASS 1A:  GLH CLAIM]

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                                         RUTAN & TUCKER, LLP

                                         /s/ Martin Taylor
                                         ---------------------------------------
                                         Martin W. Taylor
                                         611 Anton Boulevard, 14th Floor
                                         Costa Mesa, California  92626-1931
                                         Telephone:  (714) 641-5100
                                         Facsimile:  (714) 546-9035

                                         Attorneys for GLH Communications, Inc.
                                         and NTCH, Inc. and Glenn Ishihara

                                     * * * *

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
  ATTORNEYS AT LAW        JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
    LOS ANGELES                                      [LEAP CLASS 1A:  GLH CLAIM]

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                                      ORDER

                  This Court having considered the Stipulation; this Court
finding that (a) the Court has jurisdiction over this matter pursuant to 28
U.S.C. Sections 157 and 1334, and (b) this is a core proceeding pursuant to 28
U.S.C. Section 157(b)(2); and this Court being fully advised and good cause
appearing therefor, IT IS HEREBY ORDERED THAT:

                  1.       The Stipulation is approved and the Plan is hereby
deemed amended in accordance therewith.

Dated: ____________
                                            ____________________________________
                                              The Honorable Louise DeCarl Adler
                                                United States Bankruptcy Judge

LATHAM & WATKINS LLP       STIPULATION RE TECHNICAL MODIFICATION TO THE DEBTORS'
  ATTORNEYS AT LAW        JOINT PLAN OF REORGANIZATION DATED AS OF JULY 30, 2003
    LOS ANGELES                                      [LEAP CLASS 1A:  GLH CLAIM]

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