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                                                                     EXHIBIT 4.2

                                PLEDGE AGREEMENT

      This PLEDGE AGREEMENT (this "Pledge Agreement") is made and entered into
as of February 23, 2000 by LEAP WIRELESS INTERNATIONAL, INC., a Delaware
corporation (the "Company"), having its registered office at 10307 Pacific
Center Court, San Diego, California, in favor of State STREET BANK AND TRUST
Company ("State Street"), a state chartered trust company organized under the
laws of the Commonwealth of Massachusetts, having an office at 22 Asylum Street,
Hartford Connecticut 06103, as (i) trustee (the "Trustee") for the holders (the
"Holders") of the Notes (as defined herein) issued by the Company under the
Indenture referred to below and (ii) in its individual capacity, as securities
intermediary (in such capacity, the "Collateral Securities Intermediary").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings given to such terms in the Indenture.

                               W I T N E S S E T H

      WHEREAS, the Company and the Trustee have entered into that certain
indenture dated as of the date hereof (as amended, restated, supplemented or
otherwise modified from time to time, the "Indenture"), pursuant to which the
Company is issuing on the date hereof (i) $225,000,000 in aggregate principal
amount of 12 1/2% Senior Notes due 2010 (the "Senior Notes") and (ii)
$668,000,000 in aggregate principal amount at maturity of 14 1/2% Senior
Discount Notes due 2010 (the "Senior Discount Notes" and together with the
Senior Notes, the "Notes"); and

      WHEREAS, the Trustee has opened a collateral account (the "Pledge
Account") with ___________, at its office at __________, Reference:
"____________," Account No. __________, in the name, and under the sole control
and dominion, of the Trustee and subject to the terms of this Pledge Agreement;

      WHEREAS, the Company has agreed pursuant to the Indenture to deposit in
the Pledge Account, for the benefit of the Holders of the Senior Notes, an
amount from the net proceeds of the offering of the Senior Notes sufficient to
acquire Pledged Securities (as defined herein) in an amount as will be
sufficient upon receipt of scheduled interest and principal payments on such
Pledged Securities to provide payment in full when due of the first seven
scheduled interest payments due on the Senior Notes; and

      WHEREAS, to secure the obligations of the Company under the Indenture and
the Senior Notes to pay in full each of the first seven scheduled interest
payments on the Senior Notes and to secure repayment of the principal, premium
(if any) and interest on the Senior Notes in the event that the Senior Notes
become due and payable prior to such time as the first seven scheduled interest
payments thereon shall have been paid in full (collectively, the "Obligations"),
the Company has agreed (i) to pledge to the Trustee for its benefit and the
ratable benefit of the Holders of the Senior Notes, a security interest in all
cash, if any, held in the Pledge Account, the Pledged Securities and related
collateral and (ii) to execute and deliver this Pledge Agreement in order to
secure the payment and performance by the Company of all the Obligations; and

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      WHEREAS, it is a condition precedent to the initial purchase of the Senior
Notes by the initial Holders thereof that the Company shall have granted the
assignment and security interest and made the pledge and assignment contemplated
by this Pledge Agreement; and

      WHEREAS, unless otherwise defined herein or in the Indenture, terms used
in Articles 8 or 9 of the Uniform Commercial Code ("UCC") as in effect in the
State of New York are used herein as therein defined.

      NOW, THEREFORE, in consideration of the mutual promises herein contained,
and in order to induce the Holders of the Senior Notes to purchase the Senior
Notes, the Company hereby agrees with the Trustee, for the benefit of the
Trustee and for the ratable benefit of the Holders of the Senior Notes, as
follows:

      Section 1. PLEDGE AND GRANT OF SECURITY INTEREST. The Company hereby
assigns and pledges to the Trustee for its benefit and for the ratable benefit
of the Holders of the Senior Notes, and hereby grants to the Trustee for its
benefit and for the ratable benefit of the Holders of the Senior Notes, a
continuing first priority security interest in and to all of the Company's
right, title and interest in, to and under the following (whether consisting of
investment securities, book-entry securities or other securities, security
entitlements, financial assets or other investment property, accounts, general
intangibles, instruments or documents, securities accounts, deposit accounts or
other bank, trust or cash collateral accounts, or other property, assets or
rights), whether now owned or hereafter acquired, wherever located and whether
now or hereafter existing (hereinafter collectively referred to as the
"Collateral"):

                  (a) the Pledge Account, all financial assets from time to time
credited to the Pledge Account (including, without limitation, any Pledged
Securities from time to time credited to the Pledge Account), and all dividends,
interest, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such financial assets;

                  (b) any and all applicable security entitlements to any of the
financial assets credited from time to time to the Pledge Account (including,
without limitation, to any Pledged Securities from time to time credited to the
Pledge Account);

                  (c) any and all related securities accounts in which security
entitlements to any of the financial assets credited from time to time to the
Pledge Account (including, without limitation, to any Pledged Securities from
time to time credited to the Pledge Account);

                  (d) all notes, certificates of deposit, deposit accounts,
checks and other instruments from time to time hereafter delivered to or
otherwise possessed by the Trustee for or on behalf of the Company in
substitution for or in addition to any or all of the then existing Collateral;

                  (e) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the then existing Collateral; and


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                  (f) all proceeds (including, without limitation, cash
proceeds) of any and all of the foregoing Collateral (including, without
limitation, proceeds that constitute property of types described in clauses (a)
through (e) of this Section 1).

      Section 2. SECURITY FOR OBLIGATION. This Pledge Agreement and the grant of
a security interest in the Collateral secure the prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise)
of all the Obligations, whether for principal, interest, fees or otherwise, now
or hereafter existing, under this Pledge Agreement, the Senior Notes or the
Indenture (all such Obligations being the "Secured Obligations"). Without
limiting the generality of the foregoing, this Pledge Agreement and the grant of
a security interest in the Collateral hereunder secure the payment of all
amounts that constitute part of the Secured Obligations and would be owed by the
Company to the Trustee or the Holders under the Senior Notes or the Indenture
but for the fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding involving the
Company.

      Section 3. MAINTAINING THE COLLATERAL ACCOUNT. Prior to or concurrently
with the execution and delivery hereof and for so long as any Secured Obligation
shall remain outstanding,

                  (a) the Trustee shall establish and maintain (and the
Collateral Securities Intermediary shall maintain and administer in accordance
with this Pledge Agreement) the Pledge Account with the Collateral Securities
Intermediary at its office at 225 Asylum Street, Hartford, Connecticut, 06103 in
accordance with the terms of this Pledge Agreement. The Pledge Account shall at
all times be segregated from any other custodial or collateral account
maintained by the Trustee.

                  (b) the Collateral Securities Intermediary and the Trustee
shall cause the Pledge Account to be, and the Pledge Account shall be, separate
from all other accounts held by or under the control and dominion of the
Trustee, the Collateral Securities Intermediary or State Street. It shall be a
term and condition of the Pledge Account, notwithstanding any term or condition
to the contrary in any other agreement relating to the Pledge Account, and
except as otherwise provided by the provisions of Section 5 and Section 17.9 of
this Pledge Agreement, that no amount shall be paid or released to or for the
account of, or withdrawn by or for the account of, the Company or any other
Person from the Pledge Account.

                  (c) the Pledge Account shall be subject to such applicable
laws, and such applicable regulations of any appropriate banking or governmental
authority, as may now or hereafter be in effect, including, without limitation,
any applicable regulations of the Board of Governors of the Federal Reserve
System.

                  (d) subject to the provisions of this Pledge Agreement, the
Pledge Account shall be under the sole dominion and control of the Trustee. The
Trustee shall have the sole right to make withdrawals from the Pledge Account
and to exercise all rights (including the delivery of entitlement orders) with
respect to the Collateral from time to time therein. All Collateral delivered to
or held by or on behalf of, and not released by, the Trustee pursuant hereto
shall be held in the Pledge Account in accordance with the provisions hereof.


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                  (e) if any earnings of the Collateral held in the Pledge
Account are subject to non-U.S. withholding taxes, the Trustee shall cooperate
in good faith with the Company to reduce or eliminate such withholding taxes,
including, without limitation, through changing the location of the Pledge
Account or through establishing an additional Pledge Account at a different
location to hold the affected Collateral, provided that after giving effect to
any such change of location or establishment of an additional Pledge Account,
the Trustee's security interest in the affected Collateral shall continue to
constitute a valid and perfected first priority security interest in such
Collateral.

                  (f) all Collateral shall be retained in the Pledge Account
pending disbursement pursuant to the terms of this Pledge Agreement.

                  (g)

      Section 4. INTENTIONALLY OMITTED

      Section 5. DISBURSEMENTS.

                  (a) Immediately prior to the due date of any of the first
seven scheduled interest payments on the Senior Notes, the Company may (i)
pursuant to written instructions given by the Company to the Trustee (an "Issuer
Order"), direct the Trustee to release from the Pledge Account and pay to the
Holders of the Senior Notes proceeds sufficient to provide for payment in full
of such interest then due on the Senior Notes or (ii) deposit with the Trustee
from funds otherwise available to the company cash sufficient to pay the
interest scheduled to be paid on such date. Upon receipt of an Issuer Order, the
Trustee will release funds in an amount sufficient to provide for the payment in
full of such interest then due on the Senior Notes in accordance with such
Issuer Order and the payment provisions of the Indenture to the Holders of the
Senior Notes from (and to the extent of) proceeds of the Pledged Securities in
the Pledge Account. Nothing in this Section 5 shall affect the Trustee's rights
to apply the Collateral to the payments of amounts due on the Senior Notes upon
acceleration thereof.

                  (b) If the Company makes any interest payment or portion of an
interest payment pursuant to Section 5(a)(ii) from a source of funds other than
the Pledge Account ("Pledgor Funds"), the Company may, after payment in full of
such interest payment, direct the Trustee pursuant to an Issuer Order to release
to the Company or to another party at the direction of the Company (the
"Pledgor's Designee") proceeds from the Pledge Account in an amount less than or
equal to the amount of Company Funds applied to such interest payment. Upon
receipt by the Trustee of (i) such Issuer Order and (ii) payment in full of such
interest payment, the Trustee shall pay over to the Company or the Company's
Designee, as the case may be, proceeds from the Pledge Account in accordance
with such Issuer Order as soon as practicable.

                  (c) If at any time the principal of and interest on the
Pledged Securities exceeds 100% of the amount sufficient, in the written opinion
of an internationally recognized firm of independent accountants selected by the
Company and delivered to the Trustee, to provide for payment in full of the
remaining first seven scheduled interest payments due on the Senior Notes, the
Company may direct the Trustee to release any such excess amount to the


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Company or to the Company's Designee. Upon receipt of an Issuer Order (which
shall include a certificate from such internationally recognized firm of
independent accountants stating the amount by which the Pledged Securities
exceeds the amount required to be held in the Pledge Account) the Trustee shall
pay over to the Company or the Company's Designee, as the case may be, any such
excess amount.

                  (d) Upon payment in full of the first seven scheduled interest
payments on the Senior Notes, the security interest in the Collateral evidenced
by this Pledge Agreement will automatically terminate and be of no further force
and effect and the Collateral shall promptly be paid over and transferred to the
Company or the Company's Designee, as the case may be. Furthermore, upon the
release of any Collateral from the Pledge Account in accordance with the terms
of this Pledge Agreement, whether upon release of Collateral to Holders as
payment of interest or otherwise, the security interest evidenced by this Pledge
Agreement in such released Collateral will automatically terminate and be of no
further force and effect.

                  (e) At least three Business Days prior to the due date of each
of the first seven scheduled interest payments on the Senior Notes, the Company
shall give the Trustee notice (by Issuer Order) as to whether such interest
payment will be made pursuant to Section 5(a)(i) or 5(a)(ii) above and the
respective amounts of interest that will be paid from the Pledge Account and
from Company Funds. Any Company Funds to be used to make any interest payment
shall be delivered to the Trustee, in immediately available funds, prior to
10:00 A.M. (New York City time) on such interest payment date. If no such notice
is given or such Company Funds have not been so delivered, the Trustee will act
pursuant to Section 5(a) above as if it had received an Issuer Order pursuant
thereto for the payment in full of the interest then due from the Pledge
Account.

                  (f) If on any interest payment date there are insufficient
funds in the Pledge Account to make any scheduled payment of interest (after
taking into account any Company Funds delivered to the Trustee as provided in
Section 5(a)(ii) above), the Trustee shall liquidate Collateral in the Pledge
Account to the extent necessary to pay, in full, such scheduled payment of
interest.

                  (g) Nothing contained in this Pledge Agreement shall (i)
afford the Company any right to issue entitlement orders with respect to any
security entitlement to the Pledged Securities or any securities account in
which any such security entitlement may be carried, or otherwise afford the
Company control of any such security entitlement or (ii) otherwise give rise to
any rights of the Company with respect to the Pledged Securities, any security
entitlement thereto or any securities account in which any such security
entitlement may be carried, other than the Company's rights under this Pledge
Agreement as the beneficial owner of collateral pledged to and subject to the
exclusive dominion and control (except as expressly provided in Sections 5(a),
(b), (c), (d), (e) and (f) hereof) of the Trustee in its capacity as such (and
not as a securities intermediary). The Company acknowledges, confirms and agrees
that the Trustee holds a security interest to the Pledged Securities solely as
Trustee for the Holders of the Senior Notes and not as a securities
intermediary.


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      Section 6. CASH DEPOSIT; INVESTMENTS.

                  (a) On the date hereof, the Company shall deposit (or cause to
be deposited) cash proceeds sufficient to purchase direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which full faith and credit of the United States of America is
pledged and which are not callable at the Company's option (the "Pledged
Securities") on the date hereof.

                  (b) In the event that the Company shall have deposited (or
cause to be deposited) cash proceeds pursuant to clause (a) above, the Trustee
shall, on the date hereof, use such cash proceeds to invest in the Pledged
Securities, at which time such Pledged Securities shall be promptly credited to
the Pledge Account. Until such time as any cash proceeds are invested in the
Pledged Securities as provided above, such cash proceeds shall be deposited and
held in a deposit account with __________ in the name of the Trustee and under
the sole control and dominion of the Trustee, such deposit account to be deemed
to constitute part of the Pledge Account.

      Section 7. DELIVERY AND CONTROL OF COLLATERAL; COLLATERAL ACCOUNTS;
INTEREST; SECURITIES INTERMEDIARY.

            Notwithstanding anything to the contrary contained in this Pledge
Agreement (it being understood that in the event of any conflict between the
provisions of this Section 7 and any other provisions of this Pledge Agreement,
the provisions of this Section 7 shall control) State Street, as Collateral
Securities Intermediary, hereby represents and warrants to, and agrees with the
Company and the Trustee as follows:

                  (a) It is a securities intermediary as of the date hereof and
for so long as this Pledge Agreement remains in effect shall remain in effect
and State Street is acting as the Collateral Securities Intermediary hereunder,
it shall remain a securities intermediary and shall act as such with respect to
the Company, the Trustee, the Pledge Account, all financial assets credited
thereto (including without limitation the Pledged Securities), all related
securities entitlements and all other Collateral.

                  (b) The Pledge Account is and will be maintained as a
securities account and Trustee is the entitlement holder in respect of the
Pledge Account, all financial assets credited thereto (including without
limitation the Pledged Securities) and all related securities entitlements and
the Collateral Securities Intermediary shall so note the same in its records
with respect to the Pledge Account, all financial assets credited thereto
(including without limitation the Pledged Securities) and all related securities
entitlements.

                  (c) It is the securities intermediary with respect to any
assets, property or other items credited to the Pledge Account from time to time
(including without limitation the Pledged Securities).

                  (d) All financial assets in registered form or payable to or
to the order of and credited to the Pledge Account shall be registered in the
name of, payable to or to the order of, or endorsed to, the Collateral
Securities Intermediary or in blank and in no case during


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the term of this Pledge Agreement will any financial asset credited to the
Pledge Account be registered in the name of, payable to or to the order of, or
endorsed to, the Company, except to the extent the foregoing have been
subsequently endorsed by the Company to the Collateral Securities Intermediary
or in blank.

                  (e) It shall, upon written direction from the Trustee and
without further consent from the Company, (i) comply with all instructions,
entitlement orders and directions of any kind originated by the Trustee
concerning the Collateral, including entitlement orders to liquidate or
otherwise dispose of the Collateral as and to the extent directed by the Trustee
and pay over to the Trustee all proceeds and other value therefrom or otherwise
distributed with respect thereto without any set-off or deduction, and (ii)
except as otherwise directed by the Trustee, not to comply with the
instructions, entitlement orders or directions of the Company or any other
person, in each case it being the intention that Trustee shall have control of
the Pledge Account, all financial assets credited thereto (including without
limitation the Pledged Securities) and all related securities entitlements.

                  (f) Each item of property (whether cash, a security,
investment property, instrument or obligation, share, participation, interest or
other property whatsoever, including without limitation the Pledged Securities)
credited to the Pledge Account shall be treated as a financial asset.

                  (g) Except for the claims and interests of the Trustee and the
Company in the Pledge Account, all financial assets credited thereto (including
without limitation the Pledged Securities) and all related securities
entitlements, it does not know of any claim to or security interest or other
interest in the Pledged Account, any financial assets credited thereto
(including without limitation the Pledged Securities) or any related securities
entitlements and, except for such claims and interests of the Trustee and the
Company, the Trustee also does not know of any such claims or interests.

                  (h) It hereby waives its rights to set off any obligations of
the Company to it against the Pledged Account, any financial assets credited
thereto (including without limitation the Pledged Securities) or any related
securities entitlements, and hereby agrees that any and all liens, encumbrances,
claims or security interests which it may have against the Pledged Account, any
financial assets credited thereto (including without limitation the Pledged
Securities) or any related securities entitlements, either now or in the future
are and shall be subordinate and junior to the prior payment in full of all
obligations of the Company now or hereafter existing under the Indenture, Senior
Notes and all other documents related thereto whether for principal, interest
(including, without limitation, interest as provided in the Senior Notes,
whether or not such interest accrues after the filing of such petition for
purposes of the Bankruptcy Code or is an allowed claim in such proceeding),
indemnities, fees, premiums, expenses or otherwise.

                  (i) It shall not agree with any third party to comply with any
instructions, entitlement orders or directions of any kind concerning the
Pledged Account, any financial assets credited thereto (including without
limitation the Pledged Securities) or any related securities entitlements
originated by such third party without the prior written consent of the Trustee.


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                  (j) It shall maintain the Pledged Account so that all items of
income, gain, expense and loss recognized in the Pledged Account shall be
reported to the Internal Revenue Service and all state and local taxing
authorities under the name and taxpayer identification number of the Company and
the Company shall execute a Substitute Form W-9 or such other documents as may
be requested by the Trustee to provide that the Company shall not be subject to
the backup withholding requirements of the Internal Revenue Code of 1986, as
amended.

                  (k) Its jurisdiction for purposes of the UCC with respect to
the Pledged Account, all financial assets credited thereto (including without
limitation the Pledged Securities) and all related securities entitlements is
and shall always be the State of New York.

      Section 8. REPRESENTATIONS AND WARRANTIES.

            The Company hereby represents and warrants that:

                  (a) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Pledge Agreement will
not contravene any provision of applicable law or the Articles of Incorporation
of the Company or any material agreement or other material instrument binding
upon the Company or any of its subsidiaries or any judgment, order or decree of
any governmental body, agency or court having jurisdiction over the Company or
any of its subsidiaries, or result in the creation or imposition of any Lien on
any assets of the Company, except for the security interests granted under this
Pledge Agreement.

                  (b) No consent of any other person and no approval,
authorization, order of, action by or qualification with, any governmental
authority, regulatory body, agency or other third party is required (i) for the
execution, delivery or performance by the Company of its obligations under this
Pledge Agreement or (ii) for the grant by the Company of the security interests
created by this Pledge Agreement or for the pledge by the Company of the
Collateral pursuant to this Pledge Agreement, except, in each case, for such
consents, approvals, authorizations, orders, actions and qualifications which
the failure to obtain, individually or in the aggregate, could not reasonably be
expected to have a material adverse effect on the properties, assets, financial
condition or results of operations of the Company. No consent of any other
person and no approval, authorization, order of, action by or qualification
with, any governmental authority, regulatory body, agency or other third party
is required for the exercise by the Trustee of the rights provided for in this
Pledge Agreement or the remedies in respect of the Collateral pursuant to this
Pledge Agreement, except for any such consents, approvals, authorizations or
orders required to be obtained by the Trustee (or the Holders) for reasons other
than the consummation of this transaction.

                  (c) The Company is the beneficial owner of the Collateral,
free and clear of any Lien or claims of any person or entity (except for the
security interests created by this Pledge Agreement). The Company has not at
time transferred any of the Collateral to third parties nor encumbered such
Collateral with any third party rights. No financing statement or instrument
similar in effect covering all or any part of the Company's interest in the
Pledged


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Securities is on file in any public or recording office, other than the
financing statements filed pursuant to this Pledge Agreement. The Company has no
trade names.

                  (d) This Pledge Agreement has been duly authorized, validly
executed and delivered by the Company and constitutes a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms, except as (i) the enforceability hereof may be limited by bankruptcy,
insolvency, fraudulent conveyance, preference, reorganization, moratorium or
similar laws now or hereafter in effect relating to or affecting creditors'
rights or remedies generally, (ii) the availability of equitable remedies may be
limited by equitable principles of general applicability, (iii) the exculpation
provisions and rights to indemnification hereunder may be limited by U.S.
federal and state securities laws and public policy considerations and (iv) the
waiver of rights and defenses contained in Section 14(a) and (b), Section 17.11
and Section 17.15 of this Pledge Agreement may be limited by applicable law.

                  (e) Upon the crediting of any Collateral to the Pledged
Account in accordance with Sections 3 and 6 above, the pledge and grant of a
security interest in the Collateral pursuant to this Pledge Agreement for the
benefit of the Trustee and the Holders of the Senior Notes will constitute a
valid and perfected first priority security interest in such Collateral,
securing the payment of the Secured Obligations enforceable as such against all
creditors of the Company (and any persons purporting to purchase any of the
Collateral from the Company).

                  (f) There are no legal or governmental proceedings pending or,
to the best of 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 such subsidiary is subject that would materially adversely affect the
power or ability of the Company to perform its obligations under this Pledge
Agreement or to consummate the transactions contemplated hereby.

                  (g) The pledge of the Collateral pursuant to this Pledge
Agreement is not prohibited by law or governmental regulation (including,
without limitation, Regulations G, T, U and X of the Board of Governors of the
Federal Reserve System) applicable to the Company.

                  (h) No Event of Default exists.

      Section 9. FURTHER ASSURANCES.

                  (a) The Company agrees that from time to time, at the expense
of the Company, the Company will, promptly including upon reasonable request by
the Trustee, execute and deliver or cause to be executed and delivered, or use
its reasonable commercial efforts to procure, all assignments, instruments and
other documents, all in form and substance reasonably satisfactory to the
Trustee, deliver any instruments to the Trustee and take any other actions that
may be necessary or, in the reasonable opinion of the Trustee, desirable to
perfect, continue the perfection of, or protect the first priority of the
Trustee's security interest in and to the Collateral, to protect the Collateral
against the rights, claims, or interests of third persons (other than any such
rights, claims or interests created by or arising through the Trustee) or to
effect the purposes of this Pledge Agreement.


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<PAGE>   10
                  (b) The Company hereby authorizes the Trustee to file any
financing or continuation statements in the United States with respect to the
Collateral without the signature of the Company (to the extent permitted by
applicable law); provided, however, that the Company shall not be relieved of
any of its obligations under Section 9(a) hereof. A photocopy or other
reproduction of this Pledge Agreement or any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement
where permitted by law.

                  (c) The Company will furnish to the Trustee from time to time
statements and schedules further identifying and describing the Collateral and
such other reports in connection with the Collateral as the Trustee may
reasonably request, all in reasonable detail.

                  (d) The Company will promptly pay all costs reasonably
incurred in connection with any of the foregoing within 30 days of receipt of an
invoice therefor. The Company also agrees, whether or not requested by the
Trustee, to take all actions that are necessary to perfect or continue the
perfection of, or to protect the first priority of, the Trustee's security
interest in and to the Collateral, including the filing of all necessary
financing and continuation statements, and to protect the Collateral against the
rights, claims or interests of third persons (other than any such rights, claims
or interests created by or arising through the Trustee).

      Section 10. COVENANTS.

            The Company covenants and agrees with the Trustee and the Holders of
the Senior Notes that from and after the date of this Pledge Agreement until the
earlier of payment in full in cash of (x) each of the first seven scheduled
interest payments due on the Senior Notes under the terms of the Indenture and
(y) all obligations due and owing under the Indenture and the Senior Notes in
the event such obligations become due and payable prior to the payment in full
of the first seven scheduled interest payments on the Senior Notes:

                  (a) that (i) it will not (and will not purport to) sell or
otherwise dispose of, or grant any option or warrant with respect to, any of the
Collateral or its beneficial interest therein, and (ii) it will not create or
permit to exist any Lien or other adverse interest in or with respect to its
beneficial interest in any of the Collateral (except for the security interests
granted under this Pledge Agreement); and

                  (b) that it will not (i) enter into any agreement or
understanding that restricts or inhibits or purports to restrict or inhibit the
Trustee's rights or remedies hereunder, including, without limitation, the
Trustee's right to sell or otherwise dispose of the Collateral or (ii) fail to
pay or discharge any tax, assessment or levy of any nature with respect to its
beneficial interest in the Collateral not later than five days prior to the date
of any proposed sale under any judgment, writ or warrant of attachment with
respect to such beneficial interest.

      Section 11. POWER OF ATTORNEY.

            In addition to all of the powers granted to the Trustee pursuant to
the Indenture, the Company hereby appoints and constitutes the Trustee as the
Company's attorney-in-fact (with full power of substitution), with full
authority in the place and stead of the Company and in


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the name of the Company or otherwise, from time to time in the Trustee's
reasonable discretion to take any action and to execute any instrument that the
Trustee may deem necessary or advisable to accomplish the purposes of this
Pledge Agreement, including, without limitation:

                  (a) to ask for, demand, collect, sue for, recover, compromise,
receive and give acquittance and receipts for moneys due and to become due under
or in respect of any of the Collateral,

                  (b) to receive, indorse and collect any drafts or other
instruments, documents and chattel paper, in connection with clause (a)
above,

                  (c) to file any claims or take any action or institute any
proceedings that the Trustee may reasonably deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights of the
Trustee with respect to any of the Collateral, and

                  (d) to pay or discharge taxes or Liens levied or placed upon
the Collateral, the legality or validity thereof and the amounts necessary to
discharge the same to be determined by the Trustee in its sole reasonable
discretion, and such payments made by the Trustee to become part of the
Obligations of the Company to the Trustee, due and payable immediately upon
demand; provided, however, that the Trustee shall have no obligation to perform
any of the foregoing actions. The Trustee's authority under this Section 11
shall include, without limitation, the authority to endorse and negotiate any
checks or instruments representing proceeds of Collateral in the name of the
Company, execute and give receipt for any certificate of ownership or any
document constituting Collateral, transfer title to any item of Collateral, sign
the Company's name on all financing statements (to the extent permitted by
applicable law) or any other documents reasonably deemed necessary or
appropriate by the Trustee to preserve, protect or perfect the security interest
in the Collateral and to file the same, prepare, file and sign the Company's
name on any notice of Lien, and to take any other actions arising from or
incident to the powers granted to the Trustee in this Pledge Agreement. This
power of attorney is coupled with an interest and is irrevocable by the Company.

      Section 12. NO ASSUMPTION OF DUTIES; REASONABLE CARE.

            The rights and powers conferred on the Trustee hereunder are solely
to preserve and protect the security interest of the Trustee and the Holders of
the Senior Notes in and to the Collateral granted hereby and shall not be
interpreted to, and shall not impose any duties on the Trustee in connection
therewith other than those expressly provided herein or imposed under applicable
law. Except as provided by applicable law or by the Indenture, the Trustee shall
be deemed to have exercised reasonable care in the custody and preservation of
the Collateral in its possession if the Collateral is accorded treatment
substantially equal to that which the Trustee accords similar property held by
the Trustee for its own account, it being understood that the Trustee in its
capacity as such shall not have any responsibility for (a) ascertaining or
taking action with respect to calls, conversions, exchanges, maturities or other
matters relative to any Collateral, whether or not the Trustee has or is deemed
to have knowledge of such matters, (b) taking any necessary steps to preserve
rights against any parties with respect to any Collateral or (c) investing or
reinvesting any of the Collateral or any loss on any investment.


                                       11
<PAGE>   12
      Section 13. INDEMNITY.

            The Company shall indemnify, hold harmless and defend the Trustee,
the Collateral Securities Intermediary and each of their respective directors,
officers, agents and employees, from and against any and all claims, actions,
obligations, liabilities and expenses, including reasonable defense costs,
reasonable investigative fees and costs, and reasonable legal fees and damages
arising from their execution of or performance under this Pledge Agreement,
except to the extent that such claim, action, obligation, liability or expense
is directly attributable to the bad faith, gross negligence or willful
misconduct of such indemnified person. This indemnification shall survive the
termination of this Pledge Agreement.

      Section 14. REMEDIES UPON EVENT OF DEFAULT.

            If any Event of Default shall have occurred and be continuing:

                  (a) The Trustee and the Holders of the Senior Notes may
exercise, in addition to all other rights given by law or by this Pledge
Agreement or the Indenture, all of the rights and remedies with respect to the
Collateral of a secured party under the UCC in effect in the State of New York
at that time and also may (i) require the Company to, and the Company hereby
agrees that it will at its expense and upon request of the Trustee forthwith,
assemble all or part of the Collateral as directed by the Trustee and make it
available to the Trustee at a place to be designated by the Trustee that is
reasonably convenient to both parties and (ii) without notice except as
specified below, sell the Collateral or any part thereof in one or more parcels
at any broker's board or at public or private sale, in one or more sales or
lots, at any of the Trustee's offices or elsewhere, for cash, on credit or for
future delivery, and upon such other terms as the Trustee may deem commercially
reasonable. The Company agrees that, to the extent notice of sale shall be
required by law, at least ten days' notice to the Company of the time and place
of any public sale or the time after which any private sale is to be made shall
constitute reasonable notification. The Trustee shall not be obligated to make
any sale of Collateral regardless of notice of sale having been given. The
Trustee may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned. The purchaser of any
or all Collateral so sold shall thereafter hold the same absolutely, free from
any claim, encumbrance or right of any kind whatsoever created by or through the
Company. Any sale of the Collateral conducted in conformity with reasonable
commercial practices of banks, insurance companies, commercial finance
companies, or other financial institutions disposing of property similar to the
Collateral shall be deemed to be commercially reasonable. The Trustee or any
Holder of Senior Notes may, in its own name or in the name of a designee or
nominee, buy any of the Collateral at any public sale and, if permitted by
applicable law, at any private sale. All expenses (including court costs and
reasonable attorneys' fees, expenses and disbursements) of, or incident to, the
enforcement of any of the provisions hereof shall be recoverable from the
proceeds of the sale or other disposition of the Collateral.

                  (b) All cash proceeds received by the Trustee in respect of
any sale of, collection from, or other realization upon all or any part of the
Collateral may, following the payment of the fees and expenses of the Trustee,
be held by the Trustee as collateral for, and/or then or at any time thereafter
applied (after payment of any amounts payable to the Trustee


                                       12
<PAGE>   13
pursuant to Section 15): first, to the Holders for amounts due and unpaid on the
Senior Notes for interest, ratably, without preference or priority of any kind;
and second, to the Holders for amounts due and unpaid on the Senior Notes for
principal, ratably, without preference or priority of any kind. Any surplus of
such cash or cash proceeds held by the Trustee and remaining after payment in
full of all the Secured Obligations shall be paid over to the Company or to
whomsoever may be lawfully entitled to receive such surplus.

                  (c) The Trustee may, without notice to the Company except as
required by law and at any time or from time to time, charge, set-off and
otherwise apply all or any part of the Secured Obligations against the Pledged
Account or any part thereof.

                  (d) The Company further agrees to use its best efforts to do
or cause to be done all such other acts as may be necessary to make such sale or
sales of all or any portion of the Collateral pursuant to this Section 14 valid
and binding and in compliance with any and all other applicable requirements of
law. The Company further agrees that a breach of any of the covenants contained
in this Section 14 will cause irreparable injury to the Trustee and the Holders
of the Senior Notes, that the Trustee and the Holders of the Senior Notes have
no adequate remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section 14 shall be specifically
enforceable against the Company, and the Company hereby waives and agrees not to
assert any defenses against an action for specific performance of such covenants
except for a defense that no Event of Default has occurred and is continuing.

      Section 15. EXPENSES.

            The Company will upon demand pay to the Trustee and the Collateral
Securities Intermediary the amount of any and all reasonable expenses,
including, without limitation, the reasonable fees, expenses and disbursements
of its counsel, experts and agents retained by the Trustee or the Collateral
Securities Intermediary, as the case may be, that the Trustee or the Collateral
Securities Intermediary, as the case may be, may incur in connection with (a)
the review, negotiation and administration of this Pledge Agreement, (b) the
custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Collateral, (c) the exercise or enforcement of any
of the rights of the Trustee and the Holders of the Senior Notes hereunder or
(d) the failure by the Company to perform or observe any of the provisions
hereof.

      Section 16. SECURITY INTEREST ABSOLUTE.

            All rights of the Trustee and the Holders of the Senior Notes and
security interests hereunder, and all obligations of the Company hereunder,
shall be absolute and unconditional irrespective of:

                  (a) any lack of validity or enforceability of the Indenture or
Senior Notes or any other agreement or instrument relating thereto;

                  (b) any change in the time, manner or place of payment of, or
in any other term of, all or any of the Secured Obligations, or any other
amendment or waiver of or any consent to any departure from the Indenture;


                                       13
<PAGE>   14
                  (c) any taking, exchange, surrender, release or non-perfection
of any Liens on any other collateral for all or any of the Secured Obligations;

                  (d) any manner of application of collateral, or proceeds
thereof, to all or any of the Secured Obligations, or any manner of sale or
other disposition of any collateral for all or any of the Secured Obligations or
any other assets of the Company;

                  (e) any change, restructuring or termination of the corporate
structure or existence of the Company; or

                  (f) to the extent permitted by applicable law, any other
circumstance which might otherwise constitute a defense available to, or a
discharge of, the Company in respect of the Secured Obligations or of this
Pledge Agreement.

      Section 17. MISCELLANEOUS PROVISIONS.

            Section 17.1 NOTICES. Any notice or communication given hereunder
shall be sufficiently given if in writing and delivered in person or mailed by
first class mail, commercial courier service or telecopier communication,
addressed as follows:

            IF TO THE COMPANY:

            Leap Wireless International, Inc.
            10307 Pacific Center Court
            San Diego, California  92121
            Fax:  ___________

            IF TO THE TRUSTEE OR THE COLLATERAL SECURITIES INTERMEDIARY:

            [____________________________]
            ______________________________
            ______________________________
            Fax:  ________________________
            Attention:  __________________

All such notices and other communications shall, when mailed, delivered or
telecopied, respectively, be effective when deposited in the mails, delivered or
telecopied, respectively, addressed as aforesaid.

            Section 17.2 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. This
Pledge Agreement may not be used to interpret another pledge, security or debt
agreement of the Company or any subsidiary thereof. No such pledge, security or
debt agreement (other than the Indenture) may be used to interpret this Pledge
Agreement.

            Section 17.3 SEVERABILITY. The provisions of this Pledge Agreement
are severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that


                                       14
<PAGE>   15
jurisdiction only such clause or provision, or part thereof, and shall not in
any manner affect such clause or provision in any other jurisdiction or any
other clause or provision of this Pledge Agreement in any jurisdiction.

            Section 17.4 HEADINGS. The headings in this Pledge Agreement have
been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.

            Section 17.5 COUNTERPART ORIGINALS. This Pledge Agreement may be
signed in two or more counterparts, each of which shall be deemed an original,
but all of which shall together constitute one and the same agreement.

            Section 17.6 BENEFITS OF PLEDGE AGREEMENT. Nothing in this Pledge
Agreement, express or implied, shall give to any person, other than the parties
hereto and their successors hereunder, and the Holders of the Senior Notes, any
benefit or any legal or equitable right, remedy or claim under this Pledge
Agreement. The rights of the Company in the Collateral and the rights and
obligations of the Company hereunder may be assigned (an "ASSIGNMENT") to any
direct or indirect Wholly Owned Subsidiary of the Company (an "ASSIGNEE");
provided that such Assignee furnishes the Trustee with an Opinion of Counsel to
the effect that such Assignment is valid, binding and enforceable against such
Assignee and that after such Assignment the Trustee shall have a perfected
security interest in the Collateral, securing the payment of the Secured
Obligations, and addressing such other related matters as the Trustee may
reasonably request. The Trustee shall cooperate in good faith with the Company
to effect any proposed Assignment. Upon the effectiveness of any such
Assignment, the Assignee shall become the Company hereunder for all purposes of
this Pledge Agreement, and the prior Company shall be released from its
obligations hereunder (other than its obligations under Sections 13 and 15).

            Section 17.7 AMENDMENTS, WAIVERS AND CONSENTS. Any amendment or
waiver of any provision of this Pledge Agreement and any consent to any
departure by the Company from any provision of this Pledge Agreement shall be
effective only if made or duly given in compliance with all of the terms and
provisions of the Indenture, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
Neither the Trustee nor any Holder of Senior Notes shall be deemed, by any act,
delay, indulgence, omission or otherwise, to have waived any right or remedy
hereunder or to have acquiesced in any Event of Default or in any breach of any
of the terms and conditions hereof. Failure of the Trustee or any Holder of
Senior Notes to exercise, or delay in exercising, any right, power or privilege
hereunder shall not preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. A waiver by the Trustee or any
Holder of Senior Notes of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy that the Trustee or such
Holder of Senior Notes would otherwise have on any future occasion. The rights
and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by law.

            Section 17.8 INTERPRETATION OF AGREEMENT. To the extent a term or
provision of this Pledge Agreement conflicts with the Indenture, the Indenture
shall control with


                                       15
<PAGE>   16
respect to the subject matter of such term or provision. Acceptance of or
acquiescence in a course of performance rendered under this Pledge Agreement
shall not be relevant to determine the meaning of this Pledge Agreement even
though the accepting or acquiescing party had knowledge of the nature of the
performance and opportunity for objection.

            Section 17.9 CONTINUING SECURITY INTEREST; TERMINATION.

                  (a) This Pledge Agreement shall create a continuing security
interest in and to the Collateral and shall, unless otherwise provided in this
Pledge Agreement, remain in full force and effect until the payment in full in
cash of the Secured Obligations. This Pledge Agreement shall be binding upon the
Company, its transferees, successors and assigns, and shall inure, together with
the rights and remedies of the Trustee hereunder, to the benefit of the Trustee,
the Holders of the Senior Notes, the Collateral Securities Intermediary and
their respective successors, transferees and assigns.

                  (b) This Pledge Agreement (other than Company's obligations
under Sections 13 and 15) shall terminate upon the earlier of (i) the payment in
full in cash of the Secured Obligations and (ii) the payment in full in cash of
the first seven scheduled interest payments on all of the Senior Notes. At such
time, the Trustee shall, pursuant to an Issuer Order, reassign and redeliver to
the Company all of the Collateral hereunder that has not been sold, disposed of,
retained or applied by the Trustee in accordance with the terms of this Pledge
Agreement and the Indenture and take all actions that are necessary to release
the security interest created by this Pledge Agreement in and to the Collateral,
including the execution and delivery of all termination statements necessary to
terminate any financing or continuation statements filed with respect to the
Collateral. Such reassignment and redelivery shall be without warranty by or
recourse to the Trustee in its capacity as such, except as to the absence of any
Liens on the Collateral created by or arising through the Trustee, and shall be
at the reasonable expense of the Company.

            Section 17.10 SURVIVAL OF REPRESENTATIONS AND COVENANTS. All
representations, warranties and covenants of the Company contained herein shall
survive the execution and delivery of this Pledge Agreement, and shall terminate
only upon the termination of this Pledge Agreement.

            Section 17.11 WAIVERS. The Company waives presentment and demand for
payment of any of the Obligations, protest and notice of dishonor or default
with respect to any of the Obligations, and all other notices to which the
Company might otherwise be entitled, except as otherwise expressly provided
herein or in the Indenture.

            Section 17.12 AUTHORITY OF THE TRUSTEE.

                  (a) The Trustee shall have and be entitled to exercise all
powers hereunder that are specifically granted to the Trustee by the terms
hereof, together with such powers as are reasonably incident thereto. The
Trustee may perform any of its duties hereunder or in connection with the
Collateral by or through agents or employees and shall be entitled to retain
counsel and to act in reliance upon the advice of counsel concerning all such
matters. Except as otherwise expressly provided in this Pledge Agreement or the
Indenture, neither the


                                       16
<PAGE>   17
Trustee nor any director, officer, employee, attorney or agent of the Trustee
shall be liable to the Company for any action taken or omitted to be taken by
the Trustee, in its capacity as Trustee, hereunder, except for its own bad
faith, gross negligence or willful misconduct, and the Trustee shall not be
responsible for the validity, effectiveness or sufficiency hereof or of any
document or security furnished pursuant hereto. The Trustee and its directors,
officers, employees, attorneys and agents shall be entitled to rely on any
communication, instrument or document reasonably believed by it or them to be
genuine and correct and to have been signed or sent by the proper person or
persons.

            Section 17.13 The Company acknowledges that the rights and
responsibilities of the Trustee under this Pledge Agreement with respect to any
action taken by the Trustee or the exercise or non-exercise by the Trustee of
any option, right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Pledge Agreement shall, as between
the Trustee and the Holders of the Senior Notes, be governed by the Indenture
and by such other agreements with respect thereto as may exist from time to time
among them, but, as between the Trustee and the Company, the Trustee shall be
conclusively presumed to be acting as agent for the Holders of the Senior Notes
with full and valid authority so to act or refrain from acting, and the Company
shall not be obligated or entitled to make any inquiry respecting such
authority. All rights of the Trustee under the Indenture, including its right to
reimbursement and indemnification are incorporated herein by reference in their
entirety.

            Section 17.14 FINAL EXPRESSION. This Pledge Agreement, together with
the Indenture and any other agreement executed in connection herewith, is
intended by the parties as a final expression of this Pledge Agreement and is
intended as a complete and exclusive statement of the terms and conditions
thereof.

            Section 17.15 RIGHTS OF HOLDERS OF THE NOTES. No Holder of Senior
Notes shall have any independent rights hereunder other than those rights
granted to individual Holders of the Senior Notes pursuant to Section 6.07 of
the Indenture; provided that nothing in this subsection shall limit any rights
granted to the Trustee under the Senior Notes or the Indenture.

            Section 17.16 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF
JURY TRIAL; WAIVER OF DAMAGES.

                  (a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
UNDER THE LAWS OF THE STATE OF NEW YORK.

                  (b) THE COMPANY AGREES THAT THE TRUSTEE SHALL, IN ITS CAPACITY
AS TRUSTEE OR IN THE NAME AND ON BEHALF OF ANY HOLDER OF SENIOR NOTES, HAVE THE
RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE LAW (AND TO THE EXTENT THE TRUSTEE
HAS RECEIVED INDEMNITY DEEMED SATISFACTORY TO IT AND HAS AGREED TO DO SO), TO
PROCEED AGAINST THE COMPANY OR THE COLLATERAL IN A COURT IN ANY LOCATION
REASONABLY SELECTED IN GOOD FAITH (AND HAVING PERSONAL OR IN REM JURISDICTION
OVER THE COMPANY OR THE COLLATERAL, AS THE CASE MAY BE) TO ENABLE THE TRUSTEE TO
REALIZE ON SUCH COLLATERAL, OR TO


                                       17
<PAGE>   18
ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF THE TRUSTEE. THE
COMPANY AGREES THAT IT WILL NOT ASSERT ANY COUNTERCLAIMS, SETOFFS OR CROSSCLAIMS
IN ANY PROCEEDING BROUGHT BY THE TRUSTEE TO REALIZE ON SUCH PROPERTY OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE TRUSTEE, EXCEPT FOR SUCH
COUNTERCLAIMS, SETOFFS OR CROSSCLAIMS WHICH, IF NOT ASSERTED IN ANY SUCH
PROCEEDING, COULD NOT OTHERWISE BE BROUGHT OR ASSERTED. THE COMPANY WAIVES, TO
THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT
MAY HAVE TO THE LOCATION OF THE COURT IN THE CITY OF NEW YORK IN THE BOROUGH OF
MANHATTAN ONCE THE TRUSTEE HAS COMMENCED A PROCEEDING DESCRIBED IN THIS
PARAGRAPH INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR
BASED ON THE GROUNDS OF FORUM NON CONVENIENS.

                  (c) THE COMPANY AGREES THAT NONE OF ANY HOLDER OF SENIOR
NOTES, (EXCEPT AS OTHERWISE PROVIDED IN THIS PLEDGE AGREEMENT OR THE INDENTURE)
STATE STREET IN ITS CAPACITY AS TRUSTEE OR STATE STREET IN ITS CAPACITY AS
COLLATERAL SECURITIES INTERMEDIARY SHALL HAVE ANY LIABILITY TO THE COMPANY
(WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE) FOR LOSSES SUFFERED BY THE
COMPANY IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO, THE
TRANSACTIONS CONTEMPLATED AND THE RELATIONSHIP ESTABLISHED BY THIS PLEDGE
AGREEMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH,
UNLESS IT IS DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OF A COURT THAT IS
BINDING ON THE TRUSTEE, COLLATERAL SECURITIES INTERMEDIARY OR SUCH HOLDER OF
SENIOR NOTES, AS THE CASE MAY BE, THAT SUCH LOSSES WERE THE RESULT OF ACTS OR
OMISSIONS ON THE PART OF THE TRUSTEE, COLLATERAL SECURITIES INTERMEDIARY OR SUCH
HOLDERS OF SENIOR NOTES, AS THE CASE MAY BE, CONSTITUTING BAD FAITH, GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.

                  (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY
WAIVES THE POSTING OF ANY BOND OTHERWISE REQUIRED OF THE TRUSTEE OR ANY HOLDER
OF SENIOR NOTES IN CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TO ENFORCE
ANY JUDGMENT OR OTHER COURT ORDER PERTAINING TO THIS PLEDGE AGREEMENT OR ANY
RELATED AGREEMENT OR DOCUMENT ENTERED IN FAVOR OF THE TRUSTEE OR ANY HOLDER OF
SENIOR NOTES, OR TO ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER
OR PRELIMINARY OR PERMANENT INJUNCTION, THIS PLEDGE AGREEMENT OR ANY RELATED
AGREEMENT OR DOCUMENT BETWEEN THE COMPANY ON THE ONE HAND AND THE TRUSTEE AND/OR
THE HOLDERS OF THE SENIOR NOTES ON THE OTHER HAND.

             [THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK.]


                                       18
<PAGE>   19
         IN WITNESS WHEREOF, the Company and the Trustee have each caused this
Pledge Agreement to be duly executed and delivered as of the date first above
written.

                                           Company:

                                           LEAP WIRELESS INTERNATIONAL, INC.

                                           By: /s/ James E. Hoffmann
                                               ---------------------------------
                                               Name:  James E. Hoffmann
                                               Title: Sr. Vice President


                                           Trustee:

                                           STATE STREET BANK AND TRUST COMPANY

                                           By: /s/ Elizabeth C. Hammer
                                               ---------------------------------
                                               Name:  Elizabeth C. Hammer
                                               Title: Vice President

                                           Collateral Securities Intermediary:


                                           STATE STREET BANK AND TRUST COMPANY

                                           By: /s/ Elizabeth C. Hammer
                                               ---------------------------------
                                               Name:  Elizabeth C. Hammer
                                               Title: Vice President


                                      S-1