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                                                                   EXHIBIT 10.33

                       LEAP WIRELESS INTERNATIONAL, INC.
                                 GUARANTEED BY
                     CRICKET COMMUNICATIONS HOLDINGS, INC.




                 $225,000,000 REPRESENTING 225,000 SENIOR UNITS,
          EACH SENIOR UNIT CONSISTING OF ONE 12-1/2% SENIOR NOTE DUE 2010
                    AND ONE WARRANT TO PURCHASE COMMON STOCK



            $668,000,000 REPRESENTING 668,000 SENIOR DISCOUNT UNITS,
    EACH SENIOR DISCOUNT UNIT CONSISTING OF ONE 14-1/2% SENIOR DISCOUNT NOTE
               DUE 2010 AND ONE WARRANT TO PURCHASE COMMON STOCK


                               PLACEMENT AGREEMENT


                                                               February 16, 2000



Morgan Stanley & Co. Incorporated
Donaldson, Lufkin & Jenrette
  Securities Corporation
Bear, Stearns & Co. Inc.
ABN AMRO Incorporated
Credit Suisse First Boston Corporation
   c/o Morgan Stanley & Co. Incorporated
   1585 Broadway
   New York, New York 10036

Dear Sirs and Mesdames:

               Leap Wireless International, Inc., a Delaware corporation (the
"COMPANY"), proposes to issue and sell to the several purchasers named in
Schedule I hereto (the "PLACEMENT AGENTS") (i) $225,000,000 representing 225,000
Units (the "SENIOR UNITS"), each Senior Unit consisting of one 12-1/2% Series A
Senior Note Due 2010 of the Company (each a "SENIOR NOTE") and one warrant (the
"SENIOR NOTE WARRANT") to purchase 5.146 shares of the common stock, $.0001 par
value per share (the "COMMON STOCK") of the Company and (ii) $668,000,000
representing 668,000 Units (the "SENIOR DISCOUNT UNITS"), each Senior Discount
Unit consisting of one 14-1/2% Series A Senior Discount Note Due 2010 of the
Company (each a "SENIOR DISCOUNT NOTE") and one warrant (the "DISCOUNT NOTE
WARRANT" and together with the Senior Note Warrant, the "WARRANTS") to purchase
2.503 shares of Common Stock of the Company, subject to the terms and conditions
set forth herein. The Senior Units and the Senior Discount Units are
collectively referred to herein as the "UNITS." The Senior Notes and the Senior
Discount Notes (the "SERIES A NOTES") are to be issued pursuant to the
provisions of an indenture (the "INDENTURE"), to be dated as of the Closing Date
(as defined below), among the Company, the Guarantor (as defined below) and
State Street Bank and Trust Company, as trustee (the "TRUSTEE"). The Series A
Notes and the Series B Notes (as defined below) issuable in exchange therefor
are collectively referred to herein as the "NOTES." Each of the Senior Notes and
the Senior Discount Notes will be guaranteed (each a "SUBSIDIARY GUARANTEE") by
Cricket Communications Holdings, Inc. (the "GUARANTOR"). The Company will pledge
pursuant to a pledge agreement (the "PLEDGE AGREEMENT") to be dated as of the
Closing Date, in favor of the Trustee a portion of the net proceeds of the
issuance and sale of the Units as security for payment for the first seven
scheduled interest payments due on the Series A Senior Notes.

               The Warrants will be issued pursuant to a warrant agreement (the
"WARRANT AGREEMENT"), to be dated as of the Closing Date, between the Company
and State Street Bank and Trust Company, as warrant agent (the "WARRANT AGENT"),
which will reflect the terms of the Warrants set forth in the Final Memorandum
(as defined below) and will otherwise be in form customary for transactions of
this type. Shares of voting common stock of the Company issuable upon exercise
of the Warrants are collectively referred to herein as the "WARRANT SHARES."





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               The Units will be offered without being registered under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), to qualified
institutional buyers in compliance with the exemption from registration provided
by Rule 144A under the Securities Act.

               With respect to the Notes, the Placement Agents and their direct
and indirect transferees will be entitled to the benefits of a Registration
Rights Agreement to be dated as of the Closing Date among the Company, the
Guarantor and the Placement Agents (the "REGISTRATION RIGHTS AGREEMENT")
pursuant to which the Company will exchange the Series A Notes for the Company's
12-1/2% Series B Senior Notes due 2010 and 14-1/2% Series B Senior Discount
Notes due 2010 (the "SERIES B NOTES"), as the case may be. With respect to the
Warrants, the Placement Agents and their direct and indirect transferees will be
entitled to the benefits of a Warrant Registration Rights Agreement to be dated
as of the Closing Date among the Company and the Placement Agents (the "WARRANT
REGISTRATION RIGHTS AGREEMENT").

               In connection with the sale of the Units, the Company has
prepared a preliminary offering memorandum dated January 28, 2000 (the
"PRELIMINARY MEMORANDUM") and will prepare a final offering memorandum dated
February 16, 2000 (the "FINAL MEMORANDUM" and, with the Preliminary Memorandum,
each a "MEMORANDUM") including or incorporating by reference a description of
the terms of the Units, the Notes, the Warrants and the Warrant Shares, the
terms of the offering and a description of the Company. As used herein, the term
"Memorandum" shall include in each case the documents incorporated by reference
therein. The terms "SUPPLEMENT", "AMENDMENT" and "AMEND" as used herein with
respect to a Memorandum shall include all documents deemed to be incorporated by
reference in the Preliminary Memorandum or Final Memorandum that are filed
subsequent to the date of such Memorandum with the Securities and Exchange
Commission (the "COMMISSION") pursuant to the Securities Exchange Act of 1934,
as amended (the "EXCHANGE ACT").

               It is understood by all parties that the Company concurrently is
entering into an agreement (the "UNDERWRITING AGREEMENT") with the underwriters
named therein (the "UNDERWRITERS") providing for the sale by the Company, of up
to 4,600,000 shares of its Common Stock.

               1. Representations and Warranties. The Company and the Guarantor
each represents and warrants to, and agrees with, you that:

                      (a) (i) Each document, if any, filed or to be filed
        pursuant to the Exchange Act and incorporated by reference in either
        Memorandum complied or will comply when so filed in all material
        respects with the Exchange Act and the applicable rules and regulations
        of the Commission thereunder and (ii) the Preliminary Memorandum does
        not contain and the Final Memorandum, in the form used by the Placement
        Agents to confirm sales and on the Closing Date (as defined in Section
        4), will not contain any untrue statement of a material fact or omit to
        state a material fact necessary to make the statements therein, in the
        light of the circumstances under which they were made, not misleading,
        except that the representations and warranties set forth in this
        paragraph do not apply to statements or omissions in either Memorandum
        based upon information relating to any Placement Agent furnished to the
        Company in writing by such Placement Agent through you expressly for use
        therein.


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                      (b) The Company has been duly incorporated, is validly
        existing as a corporation in good standing under the laws of the
        jurisdiction of its incorporation, has the corporate power and authority
        to own its property and to conduct its business as described in each
        Memorandum and is duly qualified to transact business and is in good
        standing in each jurisdiction in which the conduct of its business or
        its ownership or leasing of property requires such qualification, except
        to the extent that the failure to be so qualified or be in good standing
        would not have a material adverse effect on the Company and its
        subsidiaries, taken as a whole.

                      (c) Except for QUALCOMM Telecommunications Limited (Cayman
        Islands), Metrosvyaz Limited, QUALCOMM Telecommunications Limited (Isle
        of Man), Orrengrove Investments Limited, Transworld Telecommunications,
        Inc. and Transworld Communications (Bermuda) Ltd., each subsidiary of
        the Company has been duly incorporated, is validly existing as a
        corporation in good standing under the laws of the jurisdiction of its
        incorporation, has the corporate power and authority to own its property
        and to conduct its business as described in each Memorandum and is duly
        qualified to transact business and is in good standing in each
        jurisdiction in which the conduct of its business or its ownership or
        leasing of property requires such qualification, except to the extent
        that the failure to be so qualified or be in good standing would not
        have a material adverse effect on the Company and its subsidiaries,
        taken as a whole; all of the issued shares of capital stock of each
        subsidiary of the Company have been duly and validly authorized and
        issued, are fully paid and non-assessable and, except as described in
        the Final Memorandum, are owned directly or indirectly by the Company,
        free and clear of all liens, encumbrances, equities or claims.

                      (d) To the Company's knowledge, each of Pegaso
        Telecommunicaciones S.A de C.V., Pegaso Humanos Recursos S.A. de C.V.,
        Pegaso PCS S.A. de C.V. and Pegaso Communiccaciones y Sistemas S.A. de
        C.V. (collectively, the "PEGASO ENTITIES") has been duly incorporated,
        is validly existing as a corporation in good standing under the laws of
        the jurisdiction of its incorporation, has the corporate power and
        authority to own its property and to conduct its business as described
        in each Memorandum and is duly qualified to transact business and is in
        good standing in each jurisdiction in which the conduct of its business
        or its ownership or leasing of property requires such qualification,
        except to the extent that the failure to be so qualified or be in good
        standing would not have a material adverse effect on the Company and its
        subsidiaries, taken as a whole; all of the issued shares of capital
        stock of the Pegaso Entities owned directly or indirectly by the Company
        have been duly and validly authorized and issued, are fully paid and
        non-assessable and those shares of capital stock of the Pegaso entities
        owned directly or indirectly by the Company are, except as described in
        each Memorandum, free and clear of all liens, encumbrances, equities or
        claims. As of the date of this Agreement, the Company owns 28.6% of the
        outstanding capital stock of Pegaso Telecommunicaciones S.A de C.V. To
        the Company's knowledge, Pegaso Telecommunicaciones S.A de C.V. owns
        100% of the outstanding capital stock of each of Pegaso Humanos Recursos
        S.A. de C.V., Pegaso PCS S.A. de C.V. and Pegaso Communiccaciones y
        Sistemas S.A. de C.V. For purposes of the representations and warranties
        contained in this Section 1 other than paragraph (c), the Pegaso
        Entities shall be deemed subsidiaries; provided that such


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        representations and warranties shall be limited to the Company's actual
        knowledge with respect to the Pegaso Entities.

                      (e) This Agreement has been duly authorized, executed and
        delivered by the Company and the Guarantor.

                      (f) The authorized capital stock of the Company conforms
        as to legal matters to the description thereof contained in the Final
        Memorandum.

                      (g) The shares of common stock of the Company and the
        Guarantor outstanding on the date hereof have been duly authorized and
        are validly issued, fully paid and non-assessable

                      (h) The Indenture has been duly authorized by the Company
        and the Guarantor and, on the Closing Date, will have been validly
        executed and delivered by the Company and the Guarantor. When the
        Indenture has been duly executed and delivered by the Company and the
        Guarantor, the Indenture will be a valid and binding agreement of the
        Company and the Guarantor, enforceable against the Company and the
        Guarantor in accordance with its terms subject to the following
        exceptions (i) the effect of bankruptcy, insolvency, reorganization,
        moratorium or other similar laws now or hereafter in effect relating to
        or affecting the rights and remedies of creditors; (ii) the effect of
        general principles of equity, whether enforcement is considered in a
        proceeding in equity or at law, and the discretion of the court before
        which any proceeding therefor may be brought; (iii) the unenforceability
        under certain circumstances under law or court decisions of provisions
        providing for the indemnification of or contribution to a party with
        respect to a liability where such indemnification or contribution is
        contrary to public policy; and (iv) the enforceability of the waiver of
        rights or defenses contained in Section 4.13 of the Indenture. On the
        Closing Date, the Indenture will conform, in all material respects, to
        the requirements of the Trust Indenture Act of 1939, as amended (the
        "TIA" or "TRUST INDENTURE ACT"), and the rules and regulations of the
        Commission applicable to an indenture which is qualified thereunder.

                      (i) The Company has duly and validly authorized the
        issuance of the Notes and the Warrants as a Unit. On the Closing Date,
        the Units will conform, in all material respects, as to legal matters to
        the description thereof contained in the Final Memorandum.

                      (j) The Series A Notes have been duly authorized and, on
        the Closing Date, will have been validly executed and delivered by the
        Company. When the Series A Notes have been issued, executed and
        authenticated in accordance with the provisions of the Indenture and
        delivered to and paid for by the Placement Agents in accordance with the
        terms of this Agreement, the Series A Notes will be entitled to the
        benefits of the Indenture and the Registration Rights Agreement and will
        be valid and binding obligations of the Company, enforceable in
        accordance with their terms subject to the following exceptions (i) the
        effect of bankruptcy, insolvency, reorganization, moratorium or other
        similar laws now or hereafter in effect relating to or affecting the
        rights and remedies of creditors; (ii) the effect of general principles
        of equity, whether enforcement


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        is considered in a proceeding in equity or at law, and the discretion of
        the court before which any proceeding therefor may be brought; (iii) the
        unenforceability under certain circumstances under law or court
        decisions of provisions providing for the indemnification of or
        contribution to a party with respect to a liability where such
        indemnification or contribution is contrary to public policy; and (iv)
        the enforceability of the waiver of rights or defenses contained in
        Section 4.13 of the Indenture. On the Closing Date, the Series A Notes
        will conform, in all material respects, as to legal matters to the
        description thereof contained in the Final Memorandum.

                      (k) On the Closing Date, the Series B Notes will have been
        duly authorized by the Company. When the Series B Notes are issued,
        executed and authenticated in accordance with the terms of the Exchange
        Offer (as defined in the Registration Rights Agreement) and the
        Indenture, the Series B Notes will be entitled to the benefits of the
        Indenture and the Registration Rights Agreement and will be the valid
        and binding obligations of the Company, enforceable against the Company
        in accordance with their terms, subject to the following exceptions (i)
        the effect of bankruptcy, insolvency, reorganization, moratorium or
        other similar laws now or hereafter in effect relating to or affecting
        the rights and remedies of creditors; (ii) the effect of general
        principles of equity, whether enforcement is considered in a proceeding
        in equity or at law, and the discretion of the court before which any
        proceeding therefor may be brought; (iii) the unenforceability under
        certain circumstances under law or court decisions of provisions
        providing for the indemnification of or contribution to a party with
        respect to a liability where such indemnification or contribution is
        contrary to public policy; and (iv) the enforceability of the waiver of
        rights or defenses contained in Section 4.13 of the Indenture.

                      (l) On the Closing Date, the Warrants will have been duly
        authorized by the Company and, when executed by the Company and
        countersigned by the Warrant Agent as provided in the Warrant Agreement,
        and delivered to and paid for by the Placement Agents in accordance with
        the terms of this Agreement will be entitled to the benefits of the
        Warrant Agreement and the Warrant Registration Rights Agreement and will
        be valid and binding obligations of the Company, enforceable against the
        Company in accordance with their terms, subject to the following
        exceptions (i) the effect of bankruptcy, insolvency, reorganization,
        moratorium or other similar laws now or hereafter in effect relating to
        or affecting the rights and remedies of creditors; (ii) the effect of
        general principles of equity, whether enforcement is considered in a
        proceeding in equity or at law, and the discretion of the court before
        which any proceeding therefor may be brought; and (iii) the
        unenforceability under certain circumstances under law or court
        decisions of provisions providing for the indemnification of or
        contribution to a party with respect to a liability where such
        indemnification or contribution is contrary to public policy. On the
        Closing Date, the Warrants will conform, in all material respects, as to
        legal matters to the description thereof contained in the Final
        Memorandum.

                      (m) On the Closing Date, the Warrant Shares will have been
        duly and validly authorized for issuance by the Company, and when issued
        pursuant to the terms of the Warrants and the Warrant Agreement will be
        fully paid and non-assessable and will not be subject to any preemptive
        or similar rights. On the Closing Date, the Warrant


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        Shares will conform, in all material respects, as to legal matters to
        the description thereof contained in the Final Memorandum.

                      (n) The Subsidiary Guarantee to be endorsed on the Series
        A Notes by the Guarantor has been duly authorized by the Guarantor and,
        on the Closing Date, will have been duly executed and delivered by the
        Guarantor. When the Series A Notes have been issued, executed and
        authenticated in accordance with the Indenture and delivered to and paid
        for by the Placement Agents in accordance with the terms of this
        Agreement, the Subsidiary Guarantee of the Guarantor endorsed thereon
        will be entitled to the benefits of the Indenture and the Registration
        Rights Agreement and will be the valid and binding obligation of the
        Guarantor, enforceable against the Guarantor in accordance with its
        terms, subject to the following exceptions (i) the effect of bankruptcy,
        insolvency, reorganization, moratorium or other similar laws now or
        hereafter in effect relating to or affecting the rights and remedies of
        creditors; (ii) the effect of general principles of equity, whether
        enforcement is considered in a proceeding in equity or at law, and the
        discretion of the court before which any proceeding therefor may be
        brought; (iii) the unenforceability under certain circumstances under
        law or court decisions of provisions providing for the indemnification
        of or contribution to a party with respect to a liability where such
        indemnification or contribution is contrary to public policy; and (iv)
        the enforceability of the waiver of rights or defenses contained in
        Section 4.13 of the Indenture. On the Closing Date, the Subsidiary
        Guarantee to be endorsed on the Series A Notes will conform, in all
        material respects, as to legal matters to the description thereof
        contained in the Final Memorandum.

                      (o) The Subsidiary Guarantee to be endorsed on the Series
        B Notes by the Guarantor has been duly authorized by the Guarantor and,
        when issued, will have been duly executed and delivered by the
        Guarantor. When the Series B Notes have been issued, executed and
        authenticated in accordance with the terms of the Exchange Offer and the
        Indenture, the Subsidiary Guarantee of the Guarantor endorsed thereon
        will be entitled to the benefits of the Indenture and the Registration
        Rights Agreement and will be the valid and binding obligation of the
        Guarantor, enforceable against the Guarantor in accordance with its
        terms, subject to the following exceptions (i) the effect of bankruptcy,
        insolvency, reorganization, moratorium or other similar laws now or
        hereafter in effect relating to or affecting the rights and remedies of
        creditors; (ii) the effect of general principles of equity, whether
        enforcement is considered in a proceeding in equity or at law, and the
        discretion of the court before which any proceeding therefor may be
        brought; (iii) the unenforceability under certain circumstances under
        law or court decisions of provisions providing for the indemnification
        of or contribution to a party with respect to a liability where such
        indemnification or contribution is contrary to public policy; and (iv)
        the enforceability of the waiver of rights or defenses contained in
        Section 4.13 of the Indenture. When the Series B Notes are issued,
        authenticated and delivered, the Subsidiary Guarantee to be endorsed on
        the Series B Notes will conform, in all material respects, as to legal
        matters to the description thereof in the Final Memorandum.

                      (p) On the Closing Date, each of the Registration Rights
        Agreement, the Warrant Registration Rights Agreement, the Pledge
        Agreement and the Warrant


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        Agreement will have been duly and validly authorized by the Company and,
        when duly executed and delivered by the Company, will be a valid and
        binding agreement of the Company, enforceable against it in accordance
        with its terms, subject to the following exceptions (i) the effect of
        bankruptcy, insolvency, reorganization, moratorium or other similar laws
        now or hereafter in effect relating to or affecting the rights and
        remedies of creditors; (ii) the effect of general principles of equity,
        whether enforcement is considered in a proceeding in equity or at law,
        and the discretion of the court before which any proceeding therefor may
        be brought; (iii) the unenforceability under certain circumstances under
        law or court decisions of provisions providing for the indemnification
        of or contribution to a party with respect to a liability where such
        indemnification or contribution is contrary to public policy; and (iv)
        the enforceability of the waiver of rights or defenses contained in
        Section 4.13 of the Indenture. On the Closing Date, each of the
        Registration Rights Agreement, the Warrant Registration Rights
        Agreement, the Pledge Agreement and the Warrant Agreement will conform,
        in all material respects, as to legal matters to the description thereof
        in the Final Memorandum.

                      (q) The execution and delivery by the Company and the
        Guarantor of, and the performance by the Company and the Guarantor of
        its obligations under, this Agreement, the Indenture, the Registration
        Rights Agreement, the Pledge Agreement, the Warrant Agreement, the
        Warrant Registration Rights Agreement, the Notes, the Warrants and the
        Subsidiary Guarantees (collectively, the "TRANSACTION DOCUMENTS") will
        not contravene (i) any provision of applicable law, (ii) the certificate
        of incorporation or by-laws of the Company or the Guarantor, (iii) any
        agreement or other instrument binding upon the Company or any of its
        subsidiaries that is material to the Company and its subsidiaries, taken
        as a whole, or (iv) any judgment, order or decree of any governmental
        body, agency or court having jurisdiction over the Company, the
        Guarantor or any other subsidiary No consent, approval, authorization or
        order of, or qualification with, any governmental body or agency is
        required for the performance by the Company or the Guarantor of its
        obligations under the Transaction Documents, except such as may be
        required by the securities or Blue Sky laws of the various states or the
        Conduct Rules of NASD Regulation, Inc. in connection with the offer and
        sale of the Units, the Notes and the Warrants and by federal and state
        securities laws with respect to the Company's obligations under the
        Registration Rights Agreement and the Warrant Registration Rights
        Agreement.

                      (r) There has not occurred any material adverse change, or
        any development involving a prospective material adverse change, in the
        condition, financial or otherwise, or in the earnings, business or
        operations of the Company and its subsidiaries, taken as a whole, from
        that set forth in the Final Memorandum.

                      (s) There are no legal or governmental proceedings pending
        or, to the Company's knowledge, threatened to which the Company or any
        of its subsidiaries is a party or to which any of the properties of the
        Company or any of its subsidiaries is subject other than proceedings
        accurately described in all material respects in each Memorandum and
        proceedings that would not have a material adverse effect on the Company
        and its subsidiaries, taken as a whole, or on the power or ability of
        the


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        Company or the Guarantor to perform its obligations under the
        Transaction Documents or to consummate the transactions contemplated by
        the Final Memorandum.

                      (t) The Company and its subsidiaries (i) are in compliance
        with any and all applicable foreign, federal, state and local laws and
        regulations relating to the protection of human health and safety, the
        environment or hazardous or toxic substances or wastes, pollutants or
        contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all permits,
        licenses or other approvals required of them under applicable
        Environmental Laws to conduct their respective businesses and (iii) are
        in compliance with all terms and conditions of any such permit, license
        or approval, except where such noncompliance with Environmental Laws,
        failure to receive required permits, licenses or other approvals or
        failure to comply with the terms and conditions of such permits,
        licenses or approvals would not, singly or in the aggregate, have a
        material adverse effect on the Company and its subsidiaries, taken as a
        whole.

                      (u) There are no costs or liabilities associated with
        Environmental Laws (including, without limitation, any capital or
        operating expenditures required for clean-up, closure of properties or
        compliance with Environmental Laws or any permit, license or approval,
        any related constraints on operating activities and any potential
        liabilities to third parties) which would, singly or in the aggregate,
        have a material adverse effect on the Company and its subsidiaries,
        taken as a whole.

                      (v) The Company is not, and after giving effect to the
        offering and sale of the Units and the application of the proceeds
        thereof as described in the Final Memorandum will not be, required to
        register as an "investment company" as such term is defined in the
        Investment Company Act of 1940, as amended.

                      (w) Neither the Company nor any affiliate (as defined in
        Rule 501(b) of Regulation D under the Securities Act, an "Affiliate") of
        the Company has directly, or through any agent, (i) sold, offered for
        sale, solicited offers to buy or otherwise negotiated in respect of, any
        security (as defined in the Securities Act) which is or will be
        integrated with the sale of the Units in a manner that would require the
        registration under the Securities Act of the Units or (ii) engaged in
        any form of general solicitation or general advertising in connection
        with the offering of the Units, the Notes or the Warrants (as those
        terms are used in Regulation D under the Securities Act) or in any
        manner involving a public offering within the meaning of Section 4(2) of
        the Securities Act.

                      (x) It is not necessary in connection with the offer, sale
        and delivery of the Units to the Placement Agents in the manner
        contemplated by this Agreement and the offer, sale and delivery of the
        Common Stock of the Company to the Underwriters in the manner
        contemplated by the Underwriting Agreement, to register the Units, the
        Notes, the Warrants or the Warrant Shares under the Securities Act or to
        qualify the Indenture under the Trust Indenture Act of 1939, as amended.

                      (y) The Units, the Notes and the Warrants satisfy the
        requirements set forth in Rule 144A(d)(3) under the Securities Act.


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                      (z) Upon the execution and delivery of the Pledge
        Agreement, delivery to the Trustee of the certificates of instruments,
        if any, representing the Pledged Securities related to the Notes (as
        defined in the Final Memorandum) pursuant to the Pledge Agreement and
        the filing of financing statements, if any, required by the Uniform
        Commercial Code in the appropriate offices in the State of New York, the
        pledge of and grant of a security interest in such Pledged Securities
        (as defined in the Pledge Agreement) for the benefit of the Trustee and
        the holders of the Notes will constitute a first priority security
        interest in such Pledged Securities.

                      (aa) Subsequent to the respective dates as of which
        information is given in the Final Memorandum, (i) the Company and its
        subsidiaries have not incurred any liability or obligation, direct or
        contingent, nor entered into any transaction, in each instance not in
        the ordinary course of business, which is material to the Company and
        its consolidated subsidiaries, taken as a whole; (ii) the Company has
        not purchased any of its outstanding capital stock, nor declared, paid
        or otherwise made any dividend or distribution of any kind on its
        capital stock; and (iii) there has not been any change in the capital
        stock, short-term debt or long-term debt of the Company and its
        consolidated subsidiaries, which is material to the Company and its
        consolidated subsidiaries, taken as a whole; except in each case as
        described in the Final Memorandum.

                      (bb) The Company and its subsidiaries have good and
        marketable title to all real property and good and marketable title to
        all personal property owned by them that is material to the business of
        the Company and its consolidated subsidiaries, taken as a whole, in each
        case free and clear of all liens, encumbrances and defects except such
        as are described in each Memorandum or such as do not have a material
        adverse effect singly or in the aggregate on the Company and its
        consolidated subsidiaries, taken as a whole, or do not materially
        interfere with the use made and proposed to be made of such property by
        the Company and its subsidiaries; and any real property and buildings
        held under lease by the Company and its subsidiaries are held by them
        under valid and enforceable leases with such exceptions as do not
        materially interfere with the use made and proposed to be made of such
        property and buildings by the Company and its subsidiaries, in each case
        except as described in each Memorandum.

                      (cc) The Company and its subsidiaries own or possess all
        material patents, patent rights, licenses, inventions, copyrights,
        know-how (including trade secrets and other unpatented and/or
        unpatentable proprietary or confidential information, systems or
        procedures), trademarks, service marks and trade names currently
        employed by them in connection with the business now operated by them.
        Neither the Company nor any of its subsidiaries has received any notice
        of infringement of or conflict with asserted rights of others with
        respect to any of the foregoing which, singly or in the aggregate, if
        the subject of an unfavorable decision, ruling or finding, would result
        in a material adverse effect on the Company and its subsidiaries, taken
        as a whole.

                      (dd) No material labor dispute with the employees of the
        Company or any of its subsidiaries exists, or, to the knowledge of the
        Company, is imminent, except for efforts in Chile by unions to organize
        the employees of Smartcom S.A.; and the Company is not aware of any
        existing, threatened or imminent labor disturbance by the employees


                                       9
<PAGE>   10

        of any of its principal suppliers, manufacturers or contractors that
        could have a material adverse effect on the Company and its
        subsidiaries, taken as a whole.

                      (ee) The Company and its subsidiaries are insured by
        insurers of recognized financial responsibility against such losses and
        risks and in such amounts as are prudent and customary in the businesses
        in which they are engaged; neither the Company nor any of its
        subsidiaries has been refused any insurance coverage sought or applied
        for, except for a requested increase in the directors' and officers'
        liability insurance coverage which was refused with respect to
        litigation relating to the Company's Russian Subsidiaries and ventures;
        and neither the Company nor any of its subsidiaries has any reason to
        believe that it will not be able to renew its existing insurance
        coverage as and when such coverage expires or to obtain similar coverage
        from similar insurers as may be necessary to continue its business at a
        cost that would not have a material adverse effect on the Company and
        its subsidiaries, taken as a whole.

                      (ff) The Company and its subsidiaries possess all
        licenses, certificates, authorizations and permits issued by the
        appropriate federal, state or foreign regulatory authorities necessary
        to conduct their respective businesses, except where the failure to so
        possess would not singly or in the aggregate have a material adverse
        effect on the Company and its consolidated subsidiaries, taken as a
        whole. Neither the Company nor any such subsidiary has received any
        notice of proceedings relating to the revocation or modification of any
        such license, certificate, authorization or permit which, singly or in
        the aggregate, if the subject of an unfavorable decision, ruling or
        finding, would have a material adverse effect on the Company and its
        consolidated subsidiaries, taken as a whole, except as described in each
        Memorandum.

                      (gg) Except as described in the Memorandum, the Company
        and its subsidiaries (i) are in compliance in all material respects with
        any and all applicable foreign, federal, state and local laws and
        regulations relating to wireless communications services ("TELECOM
        LAWS"), (ii) have received all material permits, licenses, concessions
        or other approvals ("TELECOM LICENSES") required of them under
        applicable Telecom Laws to conduct their respective businesses, all of
        which were validly issued and are in full force and effect, with no
        material restrictions or qualifications except as described in each
        Memorandum (exclusive of any amendments or supplements thereto
        subsequent to the date of this Agreement) and (iii) are in compliance in
        all material respects with all terms and conditions of any such Telecom
        License and (iv) are eligible to acquire and hold C-Block and F-Block
        licenses (as such terms are set forth and further defined in 47 C.F.R.
        Part 24, Subparts H and I) as a very small business under 47 C.F.R.
        Section 24.709, and, except as described in each Memorandum, have
        received all approvals, consents, orders or authorizations from the
        Federal Communications Commission ("FCC") necessary to establish such
        eligibility.

                      (hh) Each of the Company and its subsidiaries has filed
        with the FCC or applicable foreign regulatory authority all necessary
        and material reports, documents, instruments, information and
        applications required to be filed pursuant to applicable Telecom Laws.


                                       10
<PAGE>   11

                      (ii) Except as described in the Final Memorandum, the
        Company has no reason to believe, and does not believe, that the Telecom
        Licenses will not be renewed for a full term when they are due for
        renewal.

                      (jj) Except as described in the Final Memorandum, the
        Company and each of its subsidiaries maintain a system of internal
        accounting controls sufficient to provide reasonable assurance that (i)
        transactions are executed in accordance with management's general or
        specific authorizations; (ii) transactions are recorded as necessary to
        permit preparation of financial statements in conformity with generally
        accepted accounting principles and to maintain asset accountability;
        (iii) access to assets is permitted only in accordance with management's
        general or specific authorization; and (iv) the recorded accountability
        for assets is compared with the existing assets at reasonable intervals
        and appropriate action is taken with respect to any differences.

                      (kk) The Company and its subsidiaries have filed all
        federal, foreign, state and local tax returns which have been required
        to be filed and have paid all taxes required to be paid and any other
        assessment, fine or penalty levied against them, to the extent that any
        of the foregoing is due and payable, except, in all cases, for any such
        tax, assessment, fine or penalty that is being contested in good faith
        (and except in any case in which the failure to so file or pay would not
        have a material adverse effect on the Company and its subsidiaries,
        taken as a whole).

                      (ll) The Company reviewed its operations and that of its
        consolidated subsidiaries to evaluate the extent to which the business
        or operations of the Company or any of its consolidated subsidiaries
        would be affected by the "Year 2000 Problem" (that is, any significant
        risk that the computer hardware or software applications used by the
        Company and its consolidated subsidiaries will not, in the case of dates
        or time periods occurring after December 31, 1999, function at least as
        effectively as in the case of dates or time periods occurring prior to
        January 1, 2000); as a result of such review, the Company has no reason
        to believe, and does not believe, that the Year 2000 Problem will have a
        material adverse effect on the Company and its consolidated
        subsidiaries, taken as a whole. As of the date of this Agreement, the
        Company has not experienced any problems or incurred any costs related
        to the Year 2000 Problem that are of a character required to be
        described or referred to in the Memorandum which have not been
        accurately described in each Memorandum.

                      (mm) (1) Except as would not singly or in the aggregate
        have a material adverse effect on the Company and its consolidated
        subsidiaries, taken as a whole, the Company and its subsidiaries have
        complied and are in compliance with all federal, state, local and
        foreign statutes, executive orders, proclamations, regulations, rules,
        directives, decrees, ordinances and similar provisions having the force
        or effect of law and all judicial and administrative orders, rulings,
        determinations and common law concerning the importation of merchandise,
        the export or reexport of products, services and technology, and the
        terms and conduct of international transactions applicable to the
        Company and its subsidiaries in connection with the conduct of the
        Company's or any subsidiary's business (including as the same relates to
        record keeping requirements) ("INTERNATIONAL TRADE LAWS AND
        REGULATIONS"); (2) except as would not singly or in the


                                       11
<PAGE>   12

        aggregate have a material adverse effect on the Company and its
        consolidated subsidiaries, taken as a whole, neither the Company nor any
        of its subsidiaries has made or provided any false statement or omission
        to any agency of any federal, state or local government, purchasers of
        products, or foreign government or foreign agency, in connection with
        the exportation of merchandise (including with respect to export
        licenses, exceptions and other export authorizations and any filings
        required for or related to exportation of any item), the importation of
        merchandise or other approvals required by a foreign government or
        agency or any other requirement relating to any International Trade Laws
        and Regulations; and (3) to the Company's knowledge, neither the Company
        nor any of its subsidiaries has made any payment, offer, gift, promise
        to give, or authorized or otherwise participated in, assisted or
        facilitated any payment or gift related to the Company's or any
        subsidiary's business that is prohibited by the United States Foreign
        Corrupt Practices Act.

                      (nn) The Company has provided the Placement Agents and
        counsel for the Placement Agents true and correct copies of (i) the
        Credit Agreement, dated as of September 29, 1999, among Cricket
        Communications, Inc., Cricket Wireless Communications, Inc., the Lenders
        party thereto, and Lucent Technologies, Inc., as Administrative Agent,
        (ii) the Memorandum of Agreement, dated September 20, 1999, by and
        between Ericsson Wireless Communications Inc., the Company and Cricket
        Wireless Communications, Inc. or all definitive agreements entered into
        pursuant to such Memorandum of Agreement on or before the date hereof,
        (iii) the Credit Agreement, dated September 23, 1998, by and between the
        Company and Qualcomm Incorporated ("QUALCOMM"), (iv) the Second Amended
        and Restated Deferred Payment Agreement, dated October 12, 1999, by and
        among Chilesat Telefonia Personal S.A., as Purchaser, Qualcomm and the
        Other Vendors Named Therein, Inversiones Leap Wireless Chile S.A., as
        Guarantor, Qualcomm, as Administrative Agent, and Qualcomm, as
        Collateral Agent and (v) the Letter of Intent, dated April 15, 1999,
        between Qualcomm and the Company setting forth terms and conditions
        pursuant to which Qualcomm will provide financing to Smartcom S.A. or
        all definitive agreements entered into pursuant to such Letter of Intent
        on or before the date hereof, including in the case of (i), (ii), (iii)
        (iv) and (v) above any amendment thereto or restatements thereof, and
        all exhibits thereto, as in effect on the date hereof (collectively, the
        "VENDOR FINANCING AGREEMENTS").

                      (oo) Each of the Vendor Financing Agreements (i) has been
        duly authorized, executed and delivered by, (ii) constitutes the valid
        and binding obligation of and (iii) is enforceable in accordance with
        its terms against, the Company and its subsidiaries, to the extent each
        is a party thereto and, to the best of the Company's knowledge, the
        lenders party thereto, except as limited by applicable bankruptcy,
        insolvency, reorganization, moratorium or other laws of general
        application relating to or affecting enforcement of creditors' rights
        and rules or laws concerning equitable remedies. The execution, delivery
        and performance of the Vendor Financing Agreements by the Company and
        any of its subsidiaries that is a party thereto, the compliance by the
        Company and such subsidiaries with all of the provisions thereof and the
        consummation of the transactions contemplated thereby do not (1) require
        any consent, approval, authorization or other order for, or
        qualification with, any court or governmental body or agency (except
        such as have already been obtained), except where such failure to obtain


                                       12
<PAGE>   13

        any consent, approval, authorization or other order or qualification
        would not singly or in the aggregate have a material adverse effect on
        the Company and its subsidiaries, taken as a whole, (2) conflict with or
        constitute a breach of any of the terms or provisions of, or a default
        under (or an event which with notice or lapse of time, or both, would
        constitute a breach of or a default under), (x) the certificate of
        incorporation or by-laws of the Company or any of its subsidiaries or
        (y) any indenture, loan agreement, mortgage, lease or other agreement or
        instrument, to which the Company or any of its subsidiaries is a party
        or by which the Company or any of its subsidiaries are bound, except,
        with respect to clause (y), for any such conflict, breach or default
        which, singly or in the aggregate, would not have a material adverse
        effect on the Company and its consolidated subsidiaries, taken as a
        whole, (3) as of the date hereof violate or conflict with any applicable
        law or any rule, regulation, judgment, order or decree of any court or
        any governmental body or agency having jurisdiction over the Company or
        any of its subsidiaries, except for any such violation or conflict which
        would not singly or in the aggregate have a material adverse effect on
        the Company and its consolidated subsidiaries, taken as a whole.

                      (pp) The consolidated financial statements of the Company
        together with related notes set forth in the Final Memorandum fairly
        present the financial condition of the Company and its subsidiaries, as
        of the dates indicated, and the results of operations and changes in
        financial position for the periods therein specified in conformity with
        generally accepted accounting principles consistently applied throughout
        the periods involved (except as otherwise stated therein); the summary
        and selected financial data in the Final Memorandum present fairly in
        all material respects the financial information shown therein and have
        been prepared and compiled on a basis consistent with audited financial
        statements included therein, except as otherwise stated therein; and the
        pro forma financial information and the related notes thereto included
        in the Final Memorandum have been prepared using reasonable assumptions
        and have been prepared in accordance with the requirements of the
        Securities Act which would be applicable if the offering of the Units
        were registered under the Securities Act and include all adjustments
        necessary to present fairly in all material respects the pro forma
        financial information included in the Final Memorandum at the respective
        dates and for the respective periods indicated. Each of
        PricewaterhouseCoopers LLP, Price Waterhouse and PricewaterhouseCoopers,
        which have reported upon certain of the audited financial statements
        included in the Final Memorandum, is an independent public accounting
        firm within the meaning of the Securities Act and the rules and
        regulations thereunder.

                      (qq) No relationship, direct or indirect, exists between
        or among the Company or any of its subsidiaries on the one hand, and the
        directors, officers, stockholders, customers, suppliers or contractors
        of the Company and its subsidiaries, on the other hand, the disclosure
        of which would be required to be described in an offering memorandum
        relating to a registered offering, which is not so described in the
        Memorandum.

                      (rr) The Asset Purchase Agreement, dated December 24,
        1998, by and among Chase Telecommunications Holdings, Inc., Anthony
        Chase, Richard McDugald and the Company is in full force and effect,
        and, to the best of the Company's


                                       13
<PAGE>   14

        knowledge, there are no facts or circumstances existing that would
        prevent or delay the consummation of the transactions contemplated by
        such agreement, subject to obtaining the approval of the FCC.

               2. Agreements to Sell and Purchase. The Company hereby agrees to
sell to the several Placement Agents, and each Placement Agent, upon the basis
of the representations and warranties of the Company and the Guarantor herein
contained, but subject to the conditions hereinafter stated, agrees, severally
and not jointly, to purchase from the Company the respective numbers of Senior
Units and Senior Discount Units set forth in Schedule I hereto opposite its name
at a purchase price of $970 per Senior Unit and $469.65 per Senior Discount
Units (the "PURCHASE PRICE").

               The Company hereby agrees that, without the prior written consent
of Morgan Stanley & Co. Incorporated on behalf of the Placement Agents, it will
not, during the period beginning on the date hereof and continuing to and
including the Closing Date, offer, sell, contract to sell or otherwise dispose
of (i) any debt securities of the Company or warrants to purchase debt
securities of the Company substantially similar to the Notes or (ii) warrants to
purchase common stock of the Company (in each case other than the sale of the
Units, Notes and Warrants under this Agreement).

               3. Terms of Offering. You have advised the Company and the
Guarantor that the Placement Agents will make an offering of the Units purchased
by the Placement Agents hereunder on the terms to be set forth in the Final
Memorandum, as soon as practicable after this Agreement is entered into as in
your judgment is advisable.

               4. Payment and Delivery. Payment for the Units shall be made to
the Company (which will upon receipt immediately deposit a portion of the
proceeds sufficient to purchase the Pledged Securities with the Trustee pursuant
to the Pledge Agreement) in Federal or other funds immediately available in New
York City or such other location as may be mutually acceptable against delivery
of such Units for the respective accounts of the several Placement Agents at
10:00 a.m., New York City time, on February 23, 2000, or at such other time on
the same or such other date, not later than March 1, 2000, as shall be
designated in writing by you. The time and date of such payment are hereinafter
referred to as the "CLOSING DATE."

               Certificates for the Notes shall be in definitive global form,
registered in such names and in such denominations as you shall request in
writing not later than one full business day prior to the Closing Date. The
certificates evidencing the Warrants shall be in definitive global form,
registered in such names and denominations as you shall request in writing not
later than one full business day prior to the Closing Date. The certificates
evidencing the Notes and the certificates evidencing the Warrants shall be
delivered to you, or upon your instruction, on the Closing Date for the
respective accounts of the Placement Agents, with any transfer taxes payable in
connection with the transfer of the Units, the Notes and the Warrants to the
Placement Agents duly paid, against payment of the applicable Purchase Price
therefor.

               5. Conditions to the Placement Agents' Obligations. The several
obligations of the Placement Agents to purchase and pay for the Units on the
Closing Date are subject to the following conditions:


                                       14
<PAGE>   15

                      (a) Subsequent to the execution and delivery of this
        Agreement and prior to the Closing Date:

                             (i) there shall not have occurred any downgrading,
        nor shall any notice have been given of any intended or potential
        downgrading or of any review for a possible change that does not
        indicate the direction of the possible change, in the rating accorded
        the Company or any of the Company's debt securities or in the rating
        outlook for the Company by any "nationally recognized statistical rating
        organization," as such term is defined for purposes of Rule 436(g)(2)
        under the Securities Act; and

                             (ii) there shall not have occurred any change, or
        any development involving a prospective change, in the condition,
        financial or otherwise, or in the earnings, business or operations of
        the Company and its subsidiaries, taken as a whole, from that set forth
        in the Final Memorandum (exclusive of any amendments or supplements
        thereto subsequent to the date of this Agreement) that, in your
        judgment, is so material and adverse that it makes it, in your judgment,
        impracticable to market the Units on the terms and in the manner
        contemplated in the Final Memorandum.

                      (b) The Placement Agents shall have received on the
        Closing Date a certificate, dated the Closing Date and signed by an
        executive officer of the Company, to the effect set forth in Section
        5(a)(i) and to the effect that the representations and warranties of the
        Company and the Guarantor contained in this Agreement are true and
        correct as of the Closing Date and that the Company and the Guarantor
        have complied with all of the agreements and satisfied all of the
        conditions on its part to be performed or satisfied hereunder on or
        before the Closing Date. The officer signing and delivering such
        certificate may rely upon the best of his or her knowledge as to
        proceedings threatened.

                      (c) The Placement Agents shall have received on the
        Closing Date an opinion of Latham & Watkins, outside counsel for the
        Company and the Guarantor, dated the Closing Date, to the effect set
        forth in Exhibit A. Such opinion shall be rendered to the Placement
        Agents at the request of the Company and the Guarantor and shall so
        state therein.

                      (d) The Placement Agents shall have received on the
        Closing Date an opinion of O'Melveny & Myers, LLP, counsel for the
        Placement Agents, dated the Closing Date, in form and substance
        reasonably satisfactory to you.

                      (e) The Placement Agents shall have received on the
        Closing Date an opinion of Grasty Quintana Majlis & Cia, outside counsel
        for Inversiones Leap Wireless Chile S.A. and Smartcom S.A. (formerly
        Chilesat Telefonica Personal S.A.), dated the Closing Date, in form and
        substance reasonably satisfactory to you. Such opinion shall be rendered
        to the Placement Agents at the request of the Company and the Guarantor
        and shall so state therein.

                      (f) The Placement Agents shall have received on the
        Closing Date an opinion of Mijares, Angoitia, Cortes Y Fuentes, outside
        counsel for the Pegaso Entities,


                                       15
<PAGE>   16

        dated the Closing Date, in form and substance reasonably satisfactory to
        you. Such opinion shall be rendered to the Placement Agents at the
        request of the Company and the Guarantor and shall so state therein.

                      (g) The Placement Agents shall have received on each of
        the date hereof and the Closing Date a letter, dated the date hereof or
        the Closing Date, as the case may be, in form and substance satisfactory
        to the Placement Agents, from each of PricewaterhouseCoopers LLP, Price
        Waterhouse and PricewaterhouseCoopers, independent public accountants,
        containing statements and information of the type ordinarily included in
        accountants' "comfort letters" to underwriters with respect to the
        financial statements and certain financial information contained in or
        incorporated by reference into the Final Memorandum; provided that the
        letter delivered on the Closing Date shall use a "cut-off date" not
        earlier than the date hereof.

                      (h) The "lock-up" agreement dated January 27, 2000
        previously delivered to you by Qualcomm Incorporated shall be in full
        force and effect on the Closing Date.

                      (i) The Units shall have been approved by the NASD for
        trading and duly listed in PORTAL.

                      (j) The Placement Agents shall have received a
        counterpart, conformed as executed, of the Indenture which shall have
        been entered into by the Company, the Guarantor and the Trustee.

                      (k) The Company and the Guarantor shall have executed the
        Registration Rights Agreement and the Placement Agents shall have
        received an original copy thereof, duly executed by the Company and the
        Guarantor.

                      (l) The Company shall have executed the Warrant Agreement,
        the Warrant Registration Rights Agreement and the Pledge Agreement and
        the Placement Agents shall have received an original copy thereof, duly
        executed by the Company.

                      (m) The closing of the sale of the Firm Shares (as defined
        in the Underwriting Agreement) under the Underwriting Agreement shall
        have occurred prior to or concurrently with the closing hereunder.

                      (n) The Company shall have received an executed payoff
        letter (the "Payoff Letter") from Qualcomm Incorporated in the form
        previously agreed to by the Placement Agents.

               6. Covenants of the Company. In further consideration of the
agreements of the Placement Agents contained in this Agreement, the Company
covenants with each Placement Agent as follows:

                      (a) To furnish to you in New York City, without charge,
        prior to 10:00 a.m. New York City time on the business day next
        succeeding the date of this Agreement and during the period mentioned in
        Section 6(c), as many copies of the Final


                                       16
<PAGE>   17

        Memorandum, any documents incorporated by reference therein and any
        supplements and amendments thereto as you may reasonably request.

                      (b) Before amending or supplementing either Memorandum, to
        furnish to you a copy of each such proposed amendment or supplement and
        not to use any such proposed amendment or supplement to which you
        reasonably object.

                      (c) If, during such period after the date hereof and prior
        to the date on which all of the Units shall have been sold by the
        Placement Agents, any event shall occur or condition exist as a result
        of which it is necessary to amend or supplement the Final Memorandum in
        order to make the statements therein, in the light of the circumstances
        when the Final Memorandum is delivered to a purchaser, not misleading,
        or if, in the opinion of counsel for the Placement Agents, it is
        necessary to amend or supplement the Final Memorandum to comply with
        applicable law, forthwith to prepare and furnish, at its own expense, to
        the Placement Agents, either amendments or supplements to the Final
        Memorandum so that the statements in the Final Memorandum as so amended
        or supplemented will not, in the light of the circumstances when the
        Final Memorandum is delivered to a purchaser, be misleading or so that
        the Final Memorandum, as amended or supplemented, will comply with
        applicable law.

                      (d) To endeavor to qualify the Units, the Notes and the
        Warrants for offer and sale under the securities or Blue Sky laws of
        such jurisdictions as you shall reasonably request.

                      (e) Whether or not the transactions contemplated in this
        Agreement are consummated or this Agreement is terminated, the Company
        shall pay or cause to be paid all expenses incident to the performance
        of its obligations under this Agreement, including: (i) the fees,
        disbursements and expenses of the Company's counsel and the Company's
        accountants in connection with the issuance and sale of the Units, the
        Notes and the Warrants and all other fees or expenses in connection with
        the preparation of each Memorandum and all amendments and supplements
        thereto, including all printing costs associated therewith, and the
        delivering of copies thereof to the Placement Agents, in the quantities
        herein above specified, (ii) all costs and expenses related to the
        transfer and delivery of the Units, the Notes and the Warrants to the
        Placement Agents, including any transfer or other taxes payable thereon,
        (iii) the cost of printing or producing any Blue Sky or legal investment
        memorandum in connection with the offer and sale of the Units, the Notes
        and the Warrants under state securities laws and all expenses in
        connection with the qualification of the Units, the Notes and the
        Warrants for offer and sale under state securities laws as provided in
        Section 6(d) hereof, including filing fees and the reasonable fees and
        disbursements of counsel for the Placement Agents in connection with
        such qualification and in connection with the Blue Sky or legal
        investment memorandum, (iv) any fees charged by rating agencies for the
        rating of the Units, the Notes and the Warrants, (v) the cost of
        printing this Agreement, (vi) the fees and expenses, if any, incurred in
        connection with the admission of the Units for trading in PORTAL or any
        appropriate market system, (vii) the costs and charges of the Trustee
        and the Warrant Agent and any transfer agent, registrar or depositary,
        (viii) the cost of the preparation, issuance and delivery of the Units,
        (ix) the costs and expenses of the


                                       17
<PAGE>   18

        Company relating to investor presentations on any "road show" undertaken
        in connection with the marketing of the offering of the Units,
        including, without limitation, expenses associated with the production
        of road show slides and graphics, fees and expenses of any consultants
        engaged in connection with the road show presentations with the prior
        approval of the Company, travel and lodging expenses of the
        representatives and officers of the Company and any such consultants,
        and the cost of any aircraft chartered by the Company in connection with
        the road show, and (x) all other cost and expenses incident to the
        performance of the obligations of the Company hereunder for which
        provision is not otherwise made in this Section. It is understood,
        however, that except as provided in this Section, Section 8, and the
        last paragraph of Section 10, the Placement Agents will pay all of their
        costs and expenses, including, without limitation, fees and
        disbursements of their counsel, transfer taxes payable on resale of any
        of the Units, the Notes and the Warrants by them and any advertising
        expenses connected with any offers they may make.

                      (f) Except as contemplated by the Registration Rights
        Agreement and the Warrant Registration Rights Agreement, neither the
        Company nor any Affiliate will sell, offer for sale or solicit offers to
        buy or otherwise negotiate in respect of any security (as defined in the
        Securities Act) which could be integrated with the sale of the Units in
        a manner which would require the registration under the Securities Act
        of the Units.

                      (g) Except as contemplated by the Registration Rights
        Agreement and the Warrant Registration Rights Agreement, the Company
        shall not solicit any offer to buy or offer or sell the Units by means
        of any form of general solicitation or general advertising (as those
        terms are used in Regulation D under the Securities Act) or in any
        manner involving a public offering within the meaning of Section 4(2) of
        the Securities Act.

                      (h) While any of the Units, the Notes and the Warrants
        remain "restricted securities" within the meaning of the Securities Act,
        to make available, upon request, to any seller of such Units, Notes or
        Warrants the information specified in Rule 144A(d)(4) under the
        Securities Act, unless the Company is then subject to Section 13 or
        15(d) of the Exchange Act.

                      (i) To use its best efforts to permit the Units to be and
        to remain designated PORTAL securities in accordance with the rules and
        regulations adopted by the National Association of Securities Dealers,
        Inc. relating to trading in the PORTAL Market.

                      (m) During the period of two years after the Closing Date,
        the Company will not, and will not permit any of its affiliates (as
        defined in Rule 144 under the Securities Act) to resell any of the
        Units, the Notes and the Warrants which constitute "restricted
        securities" under Rule 144 that have been reacquired by the Company.

               7. Offering of Securities; Restrictions on Transfer. Each
Placement Agent, severally and not jointly, represents and warrants that such
Placement Agent is a qualified institutional buyer as defined in Rule 144A under
the Securities Act (a "QIB"). Each Placement Agent, severally and not jointly,
agrees with the Company that (i) it will not solicit offers for, or


                                       18
<PAGE>   19

offer or sell, any Units, Notes or Warrants by any form of general solicitation
or general advertising (as those terms are used in Regulation D under the
Securities Act) or in any manner involving a public offering within the meaning
of Section 4(2) of the Securities Act and (ii) it will solicit offers for such
Units, Notes or Warrants only from, and will offer such Units, Notes or Warrants
only to, persons that it reasonably believes to be QIBs that in purchasing such
Units, Notes or Warrants are deemed to have represented and agreed as provided
in the Final Memorandum under the caption "Transfer Restrictions."

               8. Indemnity and Contribution. (a) The Company and the Guarantor
each agree to indemnify and hold harmless each Placement Agent and each person,
if any, who controls any Placement Agent within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act from and against any and
all losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in either Memorandum (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact necessary to make the statements therein in the light of
the circumstances under which they were made not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to any Placement Agent furnished to the Company in writing
by such Placement Agent through you expressly for use therein; provided,
however, that the foregoing indemnity agreement with respect to any Memorandum
shall not inure to the benefit of any Placement Agent from whom the person
asserting any such losses, claims, damages or liabilities purchased Units, or
any person controlling such Placement Agent, if a copy of the Final Memorandum
(as then amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) was not sent or given by or on behalf of such
Placement Agent to such person, at or prior to the written confirmation of the
sale of the Units, to such person, and if the Final Memorandum (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities, unless such failure is the result of noncompliance by
the Company with Section 6(a) hereof.

               (b) Each Placement Agent agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantor, and each of their
respective directors, officers and each person, if any, who controls the Company
or the Guarantor within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Company and the Guarantor to such Placement Agent, but only with
reference to information relating to such Placement Agent furnished to the
Company in writing by such Placement Agent through you expressly for use in
either Memorandum or any amendments or supplements thereto.

               (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the
"INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the


                                       19
<PAGE>   20

indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by Morgan Stanley & Co. Incorporated, in the case of
parties indemnified pursuant to Section 8(a), and by the Company, in the case of
parties indemnified pursuant to Section 8(b). The indemnifying party shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

               (d) To the extent the indemnification provided for in Section
8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantor on the one hand and the
Placement Agents on the other hand from the offering of the Units or (ii) if the
allocation provided by clause 8(d)(i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause 8(d)(i) above but also the relative fault of the Company
and the Guarantor on the one hand and of the Placement Agents on the other hand
in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Guarantor
on the one hand and the Placement Agents on the other hand in connection with
the offering of the Units shall be deemed to be in the same respective
proportions as the net proceeds from the offering of the Units (before deducting
expenses) received by the Company and the total discounts and


                                       20
<PAGE>   21

commissions received by the Placement Agents, in each case as set forth in the
Final Memorandum, bear to the aggregate offering price of the Units. The
relative fault of the Company and the Guarantor on the one hand and of the
Placement Agents on the other hand shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Placement Agents and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Placement Agents' respective obligations
to contribute pursuant to this Section 8 are several in proportion to the
respective number of Units they have purchased hereunder, and not joint.

               (e) The Company, the Guarantor and the Placement Agents agree
that it would not be just or equitable if contribution pursuant to this Section
8 were determined by pro rata allocation (even if the Placement Agents were
treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in
Section 8(d). The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in Section 8(d) shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8, no Placement Agent shall be required to contribute
any amount in excess of the amount by which the total price at which the Units
resold by it in the initial placement of such Units were offered to investors
exceeds the amount of any damages that such Placement Agent has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 8 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

               (f) The indemnity and contribution provisions contained in this
Section 8 and the representations, warranties and other statements of the
Company and the Guarantor contained in this Agreement shall remain operative and
in full force and effect regardless of (i) any termination of this Agreement,
(ii) any investigation made by or on behalf of any Placement Agent or any person
controlling any Placement Agent or by or on behalf of the Company or the
Guarantor, or any of their respective officers or directors or any person
controlling the Company or the Guarantor and (iii) acceptance of and payment for
any of the Units.

               9. Termination. This Agreement shall be subject to termination by
notice given by you to the Company, if (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of the
New York Stock Exchange, the American Stock Exchange, the National Association
of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your


                                       21
<PAGE>   22

judgment, is material and adverse and (b) in the case of any of the events
specified in clauses 9(a)(i) through 9(a)(iv), such event, singly or together
with any other such event, makes it, in your judgment, impracticable to market
the Units on the terms and in the manner contemplated in the Final Memorandum.

               10. Effectiveness; Defaulting Placement Agents. This Agreement
shall become effective upon the execution and delivery hereof by the parties
hereto.

                      If, on the Closing Date, any one or more of the Placement
Agents shall fail or refuse to purchase Units that it or they have agreed to
purchase hereunder on such date, and the aggregate number of Units which such
defaulting Placement Agent or Placement Agents agreed but failed or refused to
purchase is not more than one-tenth of the aggregate number of Units to be
purchased on such date, the other Placement Agents shall be obligated severally
in the proportions that the number of Units set forth opposite their respective
names in Schedule I bears to the aggregate number of Units set forth opposite
the names of all such non-defaulting Placement Agents, or in such other
proportions as you may specify, to purchase the Units which such defaulting
Placement Agent or Placement Agents agreed but failed or refused to purchase on
such date; provided that in no event shall the number of Units that any
Placement Agent has agreed to purchase pursuant to this Agreement be increased
pursuant to this Section 10 by an amount in excess of one-ninth of such number
of Units without the written consent of such Placement Agent. If, on the Closing
Date any Placement Agent or Placement Agents shall fail or refuse to purchase
Units which it or they have agreed to purchase hereunder on such date and the
aggregate number of Units with respect to which such default occurs is more than
one-tenth of the aggregate number of Units to be purchased on such date, and
arrangements satisfactory to you and the Company for the purchase of such Units
are not made within 36 hours after such default, this Agreement shall terminate
without liability on the part of any non-defaulting Placement Agent or of the
Company. In any such case either you or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in order
that the required changes, if any, in the Final Memorandum or in any other
documents or arrangements may be effected. Any action taken under this paragraph
shall not relieve any defaulting Placement Agent from liability in respect of
any default of such Placement Agent under this Agreement.

                      If this Agreement shall be terminated by the Placement
Agents, or any of them, because of any failure or refusal on the part of the
Company or the Guarantor to comply with the terms or to fulfill any of the
conditions of this Agreement, or if for any reason the Company or the Guarantor
shall be unable to perform its obligations under this Agreement, the Company and
the Guarantor will reimburse the Placement Agents or such Placement Agents as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Placement Agents in connection with this Agreement
or the offering contemplated hereunder.

               11. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

               12. Applicable Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York.


                                       22
<PAGE>   23

               13. Headings. The headings of the sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed a part
of this Agreement.



                     [Remainder of Page Intentionally Blank]


                                       23
<PAGE>   24


                                    Very truly yours,

                                    LEAP WIRELESS INTERNATIONAL, INC.



                                    By: /s/ Harvey P. White
                                       -----------------------------------------
                                       Name: Harvey P. White
                                       Title: Chairman and CEO

                                    CRICKET COMMUNICATIONS HOLDINGS, INC.



                                    By: /s/ Harvey P. White
                                       -----------------------------------------
                                       Name: Harvey P. White
                                       Title: Chairman


Accepted as of the date hereof
Morgan Stanley & Co. Incorporated

Acting severally on behalf of themselves
     and the several Placement Agents named in
     Schedule I hereto.

By: Morgan Stanley & Co. Incorporated

By: /s/ Bryan W. Andzejewski
   -----------------------------------
   Name: Bryan W. Andzejewski
   Title: Principal


                                      S-1
<PAGE>   25

                                                                      SCHEDULE I


<TABLE>
<CAPTION>
                                                                                  NUMBER OF SENIOR
                                                     NUMBER OF SENIOR         DISCOUNTED UNITS TO BE
               PLACEMENT AGENT                     UNITS TO BE PURCHASED             PURCHASED
               ---------------                     ---------------------      ----------------------
<S>                                                <C>                        <C>
Morgan Stanley & Co. Incorporated...........             123,750                      367,400
Donaldson, Lufkin & Jenrette Securities
Corporation.................................              56,250                      167,000
Dear, Stearns & Co. Inc.....................              22,500                       66,800
ABN AMRO Incorporated.......................              11,250                       33,400
Credit Suisse First Boston Corporation......              11,250                       33,400

Total.......................................             225,000                      668,000
</TABLE>


                                    Sch. I-1
<PAGE>   26

                                                                       EXHIBIT A

                       OPINION OF COUNSEL FOR THE COMPANY


               The opinion of the counsel for the Company, to be delivered
pursuant to Section 5(c) of the Placement Agreement shall be to the effect that:

               A. Each of the Company and the Guarantor has been duly
incorporated and is validly existing and in good standing under the laws of the
State of Delaware, with corporate power and authority to own its property and to
conduct its business as described in the Final Memorandum. Based solely on
certificates from public officials, we confirm that the Company is qualified to
do business in the states listed on Schedule ___ hereto.

               B. Each domestic subsidiary of the Company has been duly
incorporated and is validly existing and in good standing under the laws of the
jurisdiction of its incorporation, with the corporate power and authority to own
its property and to conduct its business as described in the Final Memorandum.
Based solely on certificates from public officials, we confirm that such
domestic subsidiaries are qualified to do business in the states listed on
Schedule ___ hereto.

               C. The Placement Agreement has been duly authorized, executed and
delivered by the Company and the Guarantor.

               D. The authorized capital stock of the Company conforms as to
legal matters to the description thereof under the captions "Description of Leap
Capital Stock" and "Capitalization" contained in the Final Memorandum.

               E. The shares of common stock of the Company and the Guarantor
outstanding on the date hereof have been duly authorized and are validly issued,
fully paid and non-assessable.

               F. All of the issued shares of capital stock of each domestic
subsidiary of the Company have been duly and validly authorized and issued, are
fully paid and non-assessable.

               G. The Indenture has been duly authorized, executed and delivered
by the Company and the Guarantor. When the Indenture has been duly executed and
delivered by the Company and the Guarantor, the Indenture will be a valid and
binding agreement of the Company and the Guarantor, enforceable against the
Company and the Guarantor in accordance with its terms. On the Closing Date, the
Indenture is in such form that would not preclude qualification under the Trust
Indenture Act of 1939, as amended (the "TIA" or the "Trust Indenture Act"), in
accordance with the Registration Rights Agreement.

               H. The Company has duly and validly authorized the issuance of
the Notes and the Warrants as a Unit. On the Closing Date, the Units, Notes,
Warrants, Warrant Shares and Subsidiary Guarantees will conform, in all material
respects, as to legal matters to the description thereof contained in the Final
Memorandum.


                                    Exh. A-1
<PAGE>   27

               I. The Series A Notes when executed and authenticated in
accordance with the terms of the Indenture and delivered to and paid for by you
in accordance with the terms of the Placement Agreement, will be valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.

               J. On the Closing Date, the Series B Notes (as defined in the
Registration Rights Agreement) have been duly authorized by the Company. The
Series B Notes when executed and authenticated in accordance with the terms of
the Indenture and the Registration Rights Agreement, will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.

               K. On the Closing Date, the Warrants have been duly authorized by
the Company and, when executed by the Company and countersigned by the Warrant
Agent as provided in the Warrant Agreement, and delivered to and paid for by you
in accordance with the terms of the Placement Agreement will be valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms and entitled to the benefits of the Warrant
Agreement and the Warrant Registration Rights Agreement.

               L. On the Closing Date, the Warrant Shares will have been duly
and validly authorized for issuance by the Company, and when issued pursuant to
the terms of the Warrants and the Warrant Agreement will be validly issued,
fully paid and non-assessable and, to the best of our knowledge, free of
preemptive rights.

               M. The Subsidiary Guarantee to be endorsed on the Series A Notes
has been duly authorized by the Guarantor and when executed in accordance with
the terms of the Indenture and upon due execution, authentication and delivery
of the Series A Notes and upon payment therefor, will be legally, valid and
binding obligations of the Guarantors, enforceable against the Guarantors in
accordance with their terms.

               N. The Subsidiary Guarantee to be endorsed on the Series B Notes
has been duly authorized by the Guarantor and when executed in accordance with
the terms of the Indenture and upon due execution, authentication and delivery
of the Series B Notes in accordance with the terms of the Registration Rights
Agreement, will be legally, valid and binding obligations of the Guarantors,
enforceable against the Guarantors in accordance with their terms.

               O. On the Closing Date, each of the Registration Rights
Agreement, the Warrant Registration Rights Agreement, the Pledge Agreement and
the Warrant Agreement will have been duly and validly authorized by the Company
and, when duly executed and delivered by the Company, will be a valid and
binding agreement of the Company, enforceable against it in accordance with its
terms. On the Closing Date, each of the Registration Rights Agreement, the
Warrant Registration Rights Agreement, the Pledge Agreement and the Warrant
Agreement will conform, in all material respects, as to legal matters to the
description thereof in the Final Memorandum.

               P. The execution and delivery by the Company and the Guarantor
of, and the compliance by the Company and the Guarantor with the provisions of,
the Placement


                                    Exh. A-2
<PAGE>   28

Agreement, the Indenture, the Registration Rights Agreement, the Pledge
Agreement, the Warrant Agreement, the Warrant Registration Rights Agreement, the
Notes, the Warrants and the Subsidiary Guarantees (collectively, the
"TRANSACTION DOCUMENTS") will not result in a violation by the Company or the
Guarantor of its certificate of incorporation or by-laws, or the Delaware
General Corporation Law or any federal or California statute, rule or regulation
known to us to be applicable to the Company or the Guarantor (other than federal
or state securities laws or the Communications Act of 1934, as amended (the
"Communications Act") or the rules, regulations, decisions and written policies
of the FCC (the "FCC Rules"), which are specifically addressed elsewhere
herein), or any judgment, order or decree of any governmental body, or agency
specifically directed to the Company, the Guarantor or any other domestic
subsidiary and identified to us by an officer of the Company or the Guarantor as
material to the Company or the Guarantor. To the best of our knowledge, no
consent, approval, authorization or order of, or filing with, any federal or
California court or governmental agency or body is required for the compliance
by the Company with the provisions of the Transaction Documents, except such as
have been obtained or as may be required under state securities laws in
connection with the purchase and distribution of the Units by the Placement
Agents.

               Q. The Company is not, and after giving effect to the offering
and sale of the Units and the application of the proceeds thereof as described
in the Final Memorandum, will not be, required to register as an "investment
company" as such term is defined in the Investment Company Act of 1940, as
amended.

               R. The statements in the Final Memorandum under the captions
"Description of the Units", "Description of the Notes", "Description of the
Warrants", "Description of Leap Capital Stock", "Transfer Restrictions" and
"Certain U.S. Federal Tax Considerations", insofar as such statements constitute
summaries of the legal matters, documents or proceedings referred to therein,
are accurate in all material respects.

               S. The Units, the Notes and the Warrants satisfy the requirements
set forth in Rule 144A(d)(3) under the Securities Act.

               T. Upon the execution and delivery of the Pledge Agreement,
delivery to the Trustee of the certificates of instruments, if any, representing
the Pledged Securities related to the Notes (as defined in the Final Memorandum)
pursuant to the Pledge Agreement and the filing of financing statements, if any,
required by the Uniform Commercial Code in the appropriate offices in the State
of New York, the pledge of and grant of a security interest in such Pledged
Securities for the benefit of the Trustee and the holders of the Notes will
constitute a first priority security interest in such Pledged Securities.

               U. Schedule I attached hereto includes all licenses,
authorization, and permits required under the Communication Act or the FCC
Rules, which are necessary for the Company, the Guarantor and the Company's
other domestic subsidiaries to conduct their business as we have been advised
they are now conducted and as proposed to be conducted immediately following the
Closing Date (the "FCC LICENSES"). Schedule I attached hereto accurately sets
forth each such license, the name of the licensee, the call letters (if
applicable), the class of service, geographic scope and the expiration date for
each of the FCC Licenses, each of which is in full force and effect.


                                    Exh. A-3
<PAGE>   29

               V. Except as described in the Final Memorandum, other than
rulemaking proceedings or similar proceedings generally affecting the domestic
public cellular mobile radio telecommunications industry, there is no proceeding
before the FCC that is pending or, to the best of our knowledge, threatened
against the Company, the Guarantor or the Company's other domestic subsidiaries
or any of their officers, directors or shareholders, including any FCC
complaint, investigation, notice of apparent liability, order of forfeiture,
proceeding pursuant to an exercise of pre-emptive authority under 47 U.S.C.
Section 252, or other administrative action or proceeding, regarding the
business of the Company, the Guarantor and any other domestic subsidiaries (i)
that is likely to result in a forfeiture or termination, revocation, adverse
modification, non-renewal, short-term renewal, or other material impairment of
any of the FCC Licenses, or (ii) that reasonably could be expected to materially
and adversely affect the operations or condition, financial or otherwise, of the
Company, or its domestic subsidiaries or the ability of the Company or the
Guarantor to perform its obligations under this Agreement.

               W. No authorization or approval or other action by, and no notice
to or filing with, the FCC is required under the Communications Act or the FCC
Rules: (i) in connection with the due execution and delivery by the Company and
the Guarantor of the Placement Agreement; or (ii) for the exercise by the
Placement Agents of any of their respective rights and remedies under the
Placement Agreement.

               X. The execution and delivery by the Company and the Guarantor of
the Placement Agreement and the performance by the Company and the Guarantor of
its obligations under the Placement Agreement (i) do not contravene the
Communications Act or any FCC Rule and (ii) do not and will not result in any
suspension, revocation, material impairment or non-renewal of any FCC License
material to the Company's and its domestic subsidiaries' operations and
business.

               Y. Each document filed pursuant to the Exchange Act, if any, and
incorporated by reference in the Final Memorandum (except for financial
statements, schedules and other financial and statistical data included or
incorporated by reference in, or omitted from, the Final Memorandum as to which
we need not express any opinion) complied when so filed as to form in all
material respects with the requirements for such documents under the Exchange
Act and the applicable rules and regulations of the Commission thereunder. In
passing upon the compliance as to form of each such document filed pursuant to
the Exchange Act, if any, we assume that the statements made and incorporated by
reference therein are correct and complete.

               Z. No registration of the Units or the Guarantees under the
Securities Act, and no qualification of the Indenture under the Trust Indenture
Act, is required for the purchase of the Units by you or the initial resale of
the Units by you to QIBs, in each case, in the manner contemplated by the
Placement Agreement and the Final Memorandum. We express no opinion, however, as
to when or under what circumstances any Units initially sold by you may be
reoffered or resold.

               In addition, we have participated in conferences with officers
and other representatives of the Company, counsel to the Company,
representatives of the independent public accountants for the Company, and your
representatives, at which the contents of the Final Memorandum and related
matters were discussed and, although we are not passing upon, and do


                                    Exh. A-4
<PAGE>   30

not assume any responsibility for, the accuracy, completeness or fairness of the
statements contained or incorporated by reference in the Final Memorandum and
have not made any independent check or verification thereof, during the course
of such participation, no facts came to our attention that caused us to believe
that the Final Memorandum, as of its date or as of the date hereof, contained or
contains an untrue statement of a material fact or omitted or omits to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, it being understood
that we express no belief with respect to the financial statements, schedules or
other financial and statistical data included or incorporated by reference in,
or omitted from the Final Memorandum.


                                    Exh. A-5