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                                                                     EXHIBIT 4.5




                                     WARRANT
                          REGISTRATION RIGHTS AGREEMENT



                          DATED AS OF FEBRUARY 23, 2000

                                      AMONG



                        LEAP WIRELESS INTERNATIONAL, INC.



                                       AND



                       MORGAN STANLEY & CO. INCORPORATED,


                FOR ITSELF AND ON BEHALF OF THE PLACEMENT AGENTS

                          LISTED AS SIGNATORIES HERETO



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                      WARRANT REGISTRATION RIGHTS AGREEMENT


               This Warrant Registration Rights Agreement (this "Agreement") is
made and entered into as of February 23, 2000, by and among Leap Wireless
International, Inc. (the "Company") and Morgan Stanley & Co. Incorporated, for
itself and on behalf of the Placement Agents listed as signatories hereto
(collectively, the "Placement Agents"), which have agreed to purchase the
Warrants (as defined below) of the Company issued pursuant to the warrant
agreement (the "Warrant Agreement") between the Company and State Street Bank
and Trust Company, a state chartered trust company organized under the laws of
the Commonwealth of Massachusetts, as warrant agent (the "Warrant Agent").

                                    RECITALS

               The Warrants are being issued and sold in connection with the
offering by the Company of (i) $225,000,000 representing 225,000 Units, each
Unit consisting of one 12 1/2% Series A Senior Note due 2010 and one warrant to
purchase 5.146 shares of common stock and (ii) $668,000,000 representing 668,000
Units, each Unit consisting of one 14 1/2% Series A Senior Discount Note due
2010 and one warrant to purchase 2.503 shares of common stock (the warrants
issued in connection with the Senior Notes together with the warrants issued in
connection with the Senior Discount Notes are collectively referred to as
"Warrants"). The Notes (as defined below) will be guaranteed by Cricket
Communications Holdings, Inc.

               This Agreement is made pursuant to that certain Placement
Agreement, dated February 16, 2000 (the "Placement Agreement"), among the
Company, the Guarantor (as defined in the Placement Agreement) and the Placement
Agents. In order to induce the Placement Agents to purchase the Warrants, the
Company has agreed to provide the registration rights set forth in this
Agreement. Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Warrant Agreement.

               The parties hereby agree as follows:

               1. DEFINITIONS

               As used in this Agreement, the following capitalized terms shall
have the following meanings:

               "Act": The Securities Act of 1933, as amended.

               "Affiliate": As defined in Rule 144.

               "Black Out Notice": As defined in Section 4(b) hereof.

               "Business Day": As defined in the Exchange Act.

               "Black Out Period": As defined in Section 3(a) hereof.


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               "Closing Date": The date hereof.

               "Commission": The Securities and Exchange Commission.

               "Common Stock": The common stock, par value $.0001 per share, of
the Company.

               "Exchange Act": The Securities Exchange Act of 1934, as amended.

               "Expiration Date": 5:00 p.m. New York City time on April 15,
2010.

               "Holders": As defined in Section 2 hereof.

               "Indemnified Party": As defined in Section 6(c).

               "Indemnifying Party": As defined in Section 6(c).

               "Notes": The Company's 12 1/2% Series A Senior Notes Due 2010 and
the Company's 14 1/2% Series A Senior Discount Notes Due 2010.

               "Prospectus": The prospectus included in a Registration Statement
at the time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

               "Registration Statement": Any registration statement of the
Company relating to the registration for resale of Registrable Securities and
the issuance of the Warrant Shares that is filed pursuant to the provisions of
this Agreement and including the Prospectus included therein, all amendments and
supplements thereto, including post-effective amendments, and all exhibits and
material incorporated by reference therein.

               "Registrable Securities": The Registrable Warrants and the
Registrable Warrant Shares; provided that a security ceases to be a Registrable
Security when it is no longer a Transfer Restricted Security.

               "Registrable Warrant Shares": Warrant Shares issued upon exercise
of the Warrants the resale of which is required to be registered under the Act.

               "Registrable Warrants": All Warrants originally issued pursuant
to the Warrant Agreement.

               "Rule 144": Rule 144 promulgated under the Act.

               "Transfer Restricted Securities": The Registrable Securities upon
original issuance thereof; provided that a Registrable Security is no longer a
Transfer Restricted Security when such Registrable Security is sold pursuant to
the Registration Statement contemplated by Section 3 or is freely transferable
without restrictions pursuant to Rule 144(k) or any successor rule under the
Act.


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               "Warrant Shares": The shares of Common Stock issued or issuable
upon the exercise of the Warrants.

               2. HOLDERS

               A Person is deemed to be a holder of Registrable Securities
(each, a "Holder") whenever such Person is the holder of record of Registrable
Securities.

               3. SHELF REGISTRATION

               (a) Shelf Registration. The Company shall prepare and cause to be
filed with the Commission pursuant to Rule 415 under the Act a Registration
Statement on the appropriate form relating to the resale of Warrants, the
issuance of the Common Stock upon exercise of the Warrants and, under certain
circumstances if required by law, the resale of the Common Stock issuable upon
exercise of the Warrants. The Company shall use its best efforts to cause the
Registration Statement to be declared effective by the Commission on or before
180 days after the Closing Date.

               To the extent necessary to ensure that the Registration Statement
is available for sales of Registrable Securities by the Holders thereof entitled
to the benefit of this Section 3(a), the Company shall use its best efforts to
keep any Registration Statement required by this Section 3(a) continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Section 4(a) hereof and in conformity with the requirements of
this Agreement, the Act and the policies, rules and regulations of the
Commission as announced from time to time, until the earlier of (A) the
Expiration Date and (B) the first date as of which all Warrants have been
exercised by the Holders thereof; provided that such obligation shall expire
before such date if the Company delivers to the Warrant Agent a written opinion
of counsel to the Company (which opinion of counsel shall be satisfactory to the
Company) that all Holders of Warrants and Warrant Shares may resell the Warrants
and the Warrant Shares without registration under the Act and without
restriction as to the manner, timing or volume of any such sale. Notwithstanding
the foregoing, the Company shall not be required to amend or supplement any
Registration Statement, any related prospectus or any document incorporated
therein by reference, or otherwise keep any Registration Statement continuously
effective for a period (a "Black Out Period") not to exceed, for so long as this
Agreement is in effect, two 45 consecutive-day periods (except for the 45
consecutive-day period immediately before the Expiration Date) in any calendar
year, in the event that the Company shall be (i) engaged in a material
acquisition, disposition or reorganization, or other material business
transaction, (ii) such transaction is required to be disclosed in the applicable
Registration Statement, Prospectus or amendment or supplement thereto, or the
failure by the Company to disclose such transaction in the applicable
Registration Statement, Prospectus or amendment or supplement thereto, would
cause such Registration Statement to contain an untrue statement of material
fact or omit to state a material fact necessary in order to make the statement
therein not misleading, in light of the circumstances under which they were
made, (iii) such information regarding the existence of such transaction has not
then been publicly disclosed by or on behalf of the Company and (iv) the Company
determines in its good faith judgment that the disclosure of such event at such
time would have a material adverse effect on the business, operations or
prospects of the Company; provided that such Black Out Period shall be extended
for any period, not to exceed an aggregate


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of 30 days in any calendar year, during which the Commission is reviewing any
proposed amendment or supplement to the Registration Statement, any related
prospectus or any document incorporated therein by reference which has been
filed by the Company; and provided, further, if any Black Out Period is in
effect during the three months prior to April 15, 2010 the Expiration Date shall
be extended by one day for each day that any Black Out Period is in effect
during such three month period.

               (b) Provision by Holders of Certain Information in Connection
with the Registration Statement. No Holder of Registrable Securities may include
any of its Registrable Securities for resale in any Registration Statement
pursuant to this Agreement unless and until such Holder furnishes to the Company
in writing, within 20 days after receipt of a request therefor, the information
specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for
use in connection with any Registration Statement or Prospectus or preliminary
Prospectus included therein. Each selling Holder agrees to promptly furnish
additional information required to be disclosed in order to make the information
previously furnished to the Company by such Holder not materially misleading. No
such information shall be required with respect to the registration of the
issuance of the Warrant Shares upon exercise of the Warrants.

               4. REGISTRATION PROCEDURES

               (a) In connection with the Registration Statement and any related
Prospectus required by this Agreement and, where applicable, subject to any
Black Out Period, the Company shall:

                      (i) use its best efforts to effect such registration to
               permit the sale of the Registrable Securities being sold in
               accordance with the intended method or methods of distribution
               thereof (as indicated in the information furnished to the Company
               pursuant to Section 3(c) hereof), and pursuant thereto the
               Company will use its best efforts to prepare and file with the
               Commission a Registration Statement relating to the registration
               on any appropriate form under the Act, which form shall be
               available for the sale of the Registrable Securities in
               accordance with the intended method or methods of distribution
               thereof within the time periods and otherwise in accordance with
               the provisions hereof;

                      (ii) use its best efforts to keep such Registration
               Statement continuously effective. Upon the occurrence of any
               event that would cause any such Registration Statement or the
               Prospectus contained therein (A) to contain an untrue statement
               of material fact or omit to state any material fact necessary to
               make the statements therein, in the light of the circumstances
               under which they were made, not misleading or (B) not to be
               effective and usable for resale of Registrable Securities during
               the period required by this Agreement, the Company shall file
               promptly an appropriate amendment to such Registration Statement
               or a supplement to the Prospectus, as applicable, curing such
               defect, and, in the case of an amendment, use its reasonable best
               efforts to cause such amendment to be declared effective as soon
               as practicable;


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                      (iii) use its best efforts to prepare and file with the
               Commission such amendments and post-effective amendments to the
               applicable Registration Statement as may be necessary to keep
               such Registration Statement effective for the applicable period
               set forth in Section 3; cause the Prospectus contained therein to
               be supplemented by any required Prospectus supplement, and as so
               supplemented to be filed pursuant to Rule 424 under the Act, and
               to comply fully with Rules 424, 430A and 462, as applicable,
               under the Act in a timely manner; and comply with the provisions
               of the Act with respect to the disposition of all securities
               covered by such Registration Statement during the applicable
               period in accordance with the intended method or methods of
               distribution by the sellers thereof set forth in such
               Registration Statement or supplement to the Prospectus contained
               therein;

                      (iv) advise the Placement Agents promptly and, if
               requested by the Placement Agents, confirm such advice in
               writing, (A) when the Prospectus or any Prospectus supplement or
               post-effective amendment has been filed, and, with respect to any
               applicable Registration Statement or any post-effective amendment
               thereto, when the same has become effective, (B) of any request
               by the Commission for amendments to the Registration Statement or
               amendments or supplements to the Prospectus or for additional
               information relating thereto, (C) of the issuance by the
               Commission of any stop order suspending the effectiveness of the
               Registration Statement under the Act or of the suspension by any
               state securities commission of the qualification of the
               Registrable Securities for offering or sale in any jurisdiction,
               or the initiation of any proceeding for any of the preceding
               purposes, and (D) of the existence of any fact or the happening
               of any event that makes any statement of a material fact made in
               the Registration Statement, the Prospectus, any amendment or
               supplement thereto or any document incorporated by reference
               therein untrue, or that requires the making of any additions to
               or changes in the Registration Statement in order to make the
               statements therein not misleading, or that requires the making of
               any additions to or changes in the Prospectus in order to make
               the statements therein, in the light of the circumstances under
               which they were made, not misleading. If at any time the
               Commission shall issue any stop order suspending the
               effectiveness of the Registration Statement, or any state
               securities commission or other regulatory authority shall issue
               an order suspending the qualification or exemption from
               qualification of the Registrable Securities under state
               securities or Blue Sky laws, the Company shall use its reasonable
               best efforts to obtain the withdrawal or lifting of such order at
               the earliest possible time;

                      (v) subject to Section 4(a)(ii), if any fact or event
               contemplated by Section 4(a)(iv)(D) hereof shall exist or have
               occurred, prepare a supplement or post-effective amendment to the
               Registration Statement or related Prospectus or any document
               incorporated therein by reference or file any other required
               document so that, as thereafter delivered to the purchasers of
               Registrable Securities, the Prospectus will not contain an untrue
               statement of a material fact or omit to state any material fact
               necessary to make the statements therein, in the light of the
               circumstances under which they were made, not misleading;


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                      (vi) furnish to the Placement Agents, promptly after the
               time of filing with the Commission, copies of any Registration
               Statement or any Prospectus included therein or any amendments or
               supplements (excluding Prospectus Supplements relating solely to
               the resale of Registrable Securities under a Registration
               Statement) to any such Registration Statement or Prospectus
               (excluding all documents incorporated by reference).

                      (vii) make available, at reasonable times, for inspection
               by the Placement Agents and any attorney or accountant retained
               by the Placement Agents, all financial and other records,
               pertinent corporate documents of the Company, and cause the
               Company's officers, directors and employees to supply all
               information reasonably requested by the Placement Agents or then
               attorney or accountant in connection with such Registration
               Statement or any post-effective amendment thereto subsequent to
               the filing thereof and prior to its effectiveness;

                      (viii) if requested by the Placement Agents, promptly
               include in any Registration Statement or Prospectus, pursuant to
               a supplement or post-effective amendment if necessary, such
               information as the Placement Agents may reasonably request to
               have included therein, including, without limitation, information
               relating to the "Plan of Distribution" of the Registrable
               Securities and the use of the Registration Statement or
               Prospectus for market-making activities; and make all required
               filings of such Prospectus supplement or post-effective amendment
               as soon as practicable after the Company is notified of the
               matters to be included in such Prospectus supplement or
               post-effective amendment;

                      (ix) furnish to the Placement Agents and each Holder, upon
               request, without charge, at least one copy of the Registration
               Statement, as first filed with the Commission, and of each
               amendment thereto including, upon request and without change, all
               documents incorporated by reference therein and all exhibits
               (including exhibits incorporated therein by reference);

                      (x) deliver to the Placement Agents and each Holder,
               without charge, as many copies of the Prospectus (including each
               preliminary prospectus) and any amendment or supplement thereto
               as the Placement Agents or such Holder reasonably may request;
               the Company hereby consents to the use (in accordance with law
               and subject to Section 4(b) hereof) of the Prospectus and any
               amendment or supplement thereto by each selling Person in
               connection with the offering and the sale of the Registrable
               Securities covered by the Prospectus or any amendment or
               supplement thereto and all market-making activities of the
               Placement Agents, as the case may be;

                      (xi) upon the request of the Placement Agents, enter into
               such agreements (including underwriting agreements) and make such
               representations and warranties and take all such other actions in
               connection therewith in order to expedite or facilitate the
               disposition of the Registrable Securities pursuant to any
               applicable Registration Statement contemplated by this Agreement
               as may be requested by the Placement Agents in connection with
               any sale or resale pursuant


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                to any applicable Registration Statement but only in connection
                with an underwritten public offering expected to result in not
                less than $5 million in net proceeds to the Holder of the
                Warrant Shares. In such connection, the Company shall:

                             (A) upon request of the Placement Agents, furnish
                      (or in the case of paragraphs (2) and (3), use its best
                      efforts to cause to be furnished) to the Placement Agents,
                      upon the effectiveness of the Registration Statement:

                                        (1) a certificate, dated such date,
                                signed on behalf of the Company by (x) the
                                President or any Vice President and (y) a
                                principal financial or accounting officer of the
                                Company, confirming, as of the date thereof, the
                                matters set forth in Sections 1, 5(a)(i), and
                                5(a)(ii) of the Placement Agreement and such
                                other similar matters as such Person may
                                reasonably request;

                                        (2) an opinion, dated the date of
                                effectiveness of the Registration Statement, of
                                counsel for the Company covering matters
                                customary for underwritten public offerings of
                                equity securities, and in any event including a
                                statement to the effect that such counsel has
                                participated in conferences with officers and
                                other representatives of the Company,
                                representatives of the independent public
                                accountants for the Company and have considered
                                the matters required to be stated therein and
                                the statements contained therein, although such
                                counsel has not independently verified the
                                accuracy, completeness or fairness of such
                                statements; and that such counsel advises that,
                                on the basis of the foregoing (relying as to
                                materiality to the extent such counsel deems
                                appropriate upon the statements of officers and
                                other representatives of the Company and without
                                independent check or verification), no facts
                                came to such counsel's attention that caused
                                such counsel to believe that the applicable
                                Registration Statement, at the time such
                                Registration Statement or any post-effective
                                amendment thereto became effective contained an
                                untrue statement of a material fact or omitted
                                to state a material fact required to be stated
                                therein or necessary to make the statements
                                therein not misleading, or that the Prospectus
                                contained in such Registration Statement as of
                                its date contained an untrue statement of a
                                material fact or omitted to state a material
                                fact necessary in order to make the statements
                                therein, in the light of the circumstances under
                                which they were made, not misleading. Without
                                limiting the foregoing, such counsel may state
                                further that such counsel assumes no
                                responsibility for, and has not independently
                                verified, the accuracy, completeness or fairness
                                of the financial statements, notes and schedules
                                and other financial data included or
                                incorporated by reference in or omitted from any
                                Registration


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                                Statement contemplated by this Agreement or the
                                related Prospectus; and

                                        (3) a customary comfort letter, dated
                                the date of effectiveness of the Registration
                                Statement, from the Company's independent
                                accountants, in the customary form and covering
                                matters of the type customarily covered in
                                comfort letters to underwriters in connection
                                with underwritten offerings of equity
                                securities; and

                             (B) deliver such other documents and certificates
                      as may be reasonably requested by the Placement Agents to
                      evidence compliance with the matters covered in clause (A)
                      above and with any customary conditions contained in any
                      agreement entered into by the Company pursuant to this
                      clause;

                      (xii) prior to any public offering of Registrable
               Securities, cooperate with the selling Holders and their counsel
               in connection with the registration and qualification of the
               Registrable Securities under the securities or Blue Sky laws of
               such jurisdictions as the selling Holders may reasonably request
               and do any and all other acts or things reasonably necessary or
               advisable to enable the disposition in such jurisdictions of the
               Registrable Securities covered by the applicable Registration
               Statement; provided that the Company shall not be required to
               register or qualify as a foreign corporation where it is not now
               so qualified or to take any action that would subject it to the
               service of process in suits or to taxation, other than as to
               matters and transactions relating to the Registration Statement,
               in any jurisdiction where it is not now so subject;

                      (xiii) in connection with any sale of Registrable
               Securities that will result in such securities no longer being
               Registrable Securities, cooperate with the Holders to facilitate
               the timely preparation and delivery of certificates representing
               Registrable Securities to be sold and not bearing any restrictive
               legends; and to register such Registrable Securities in such
               denominations and such names as the selling Holders may request
               at least two Business Days prior to such sale of Registrable
               Securities;

                      (xiv) use its best efforts to cause the disposition of the
               Registrable Securities covered by the Registration Statement to
               be registered with or approved by such other governmental
               agencies or authorities as may be necessary to enable the seller
               or sellers thereof to consummate the disposition of such
               Registrable Securities, subject to the proviso contained in
               clause (xii) above;

                      (xv) provide a CUSIP number for all Registrable Securities
               not later than the effective date of a Registration Statement
               covering such Registrable Securities and provide the Warrant
               Agent with certificates for the Registrable Securities which are
               in a form eligible for deposit with The Depository Trust Company;


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                      (xvi) otherwise use its best efforts to comply with all
               applicable rules and regulations of the Commission, and make
               generally available to its security holders with regard to any
               applicable Registration Statement, as soon as practicable, a
               consolidated earnings statement meeting the requirements of Rule
               158 (which need not be audited) covering a twelve-month period
               beginning after the effective date of the Registration Statement
               (as such term is defined in Rule 158(c) under the Act); and

                      (xvii) provide promptly to the Placement Agents, upon
               request, each document filed with the Commission pursuant to the
               requirements of Section 13 or Section 15(d) of the Exchange Act.

               (b) Restrictions on Holders. Each Holder agrees by acquisition of
a Registrable Security and each of the Placement Agents agrees that, upon
receipt of the notice from the Company of the commencement of a Black Out Period
(in each case, a "Black Out Notice") or of the existence of any fact of the kind
described in Section 4(a)(iv)(D) hereof, other than the existence of any fact
for which the Company could issue a Black Out Notice (a "Suspension Notice"),
such Person will forthwith discontinue disposition of Registrable Securities
pursuant to the applicable Registration Statement until such Person is advised
in writing by the Company of the termination of the Black Out Period or the
Suspension Notice, as applicable. Each Person receiving a Black Out Notice or
Suspension Notice hereby agrees that it will either (i) destroy any
Prospectuses, other than permanent file copies, then in such Person's possession
which have been replaced by the Company with more recently dated Prospectuses or
(ii) deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such Person's possession of the Prospectus
covering such Registrable Securities that was current at the time of receipt of
the Black Out Notice.

               5. REGISTRATION EXPENSES

               All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including, without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing Prospectuses (whether
for sales, market-making or otherwise), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company; (v) all
application and filing fees in connection with listing the Warrant Shares on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company (including the expenses of any
special audit and comfort letters required by or incident to such performance).
The Company will not be responsible for the payment of any brokerage
commissions, underwriting discounts or other expenses of the Holders.

               The Company will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Company.


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               6. INDEMNIFICATION

               (a) The Company agrees to indemnify and hold harmless each
Holder, its directors, officers and each Person, if any, who controls such
Holder (within the meaning of either Section 15 of the 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 incurred
by the Holder 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 any Registration Statement, preliminary prospectus or
Prospectus (or any amendment or supplement thereto) provided by the Company to
any Holder or any purchaser of Registrable Securities, or caused by any omission
or alleged omission to state therein a material fact necessary to make the
statements therein 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 of
the Holders furnished to the Company in writing by any of the Holders; provided,
however, that the foregoing indemnity agreement with respect to any prospectus
shall not inure to the benefit of any of the Holders from whom the person
asserting any such losses, claims, damages or liabilities purchased Registrable
Securities, or any person controlling such Holder, if a copy of the Prospectus
(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
Holder to such person, if required by law so to have been delivered, at or prior
to the written confirmation of the sale of the Registrable Securities to such
person, and if the Prospectus (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 4(a)(v)
hereof.

               (b) Each Holder of Registrable Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company and the other selling
Holders, and each of their respective directors and officers, and each Person,
if any, who controls (within the meaning of Section 15 of the Act or Section 20
of the Exchange Act) the Company and the other selling Holders, to the same
extent as the foregoing indemnity from the Company set forth in Section 6(a)
hereof, but only with reference to information relating to such Holder furnished
in writing to the Company by such Holder expressly for use in any Registration
Statement (or any amendment thereto). In no event shall any Holder, its
directors, officers or any Person who controls such Holder be liable or
responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Registrable Securities
pursuant to a Registration Statement exceeds (i) the amount paid by such Holder
for such Registrable Securities and (ii) the amount of any damages that such
Holder, its directors, officers or any Person who controls such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

               (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 6(a) or 6(b) (the "indemnified
party"), the indemnified party shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing, and the
indemnifying party shall assume the defense of such action, including the
employment of counsel reasonably satisfactory to the indemnified party and the
payment of all reasonable fees and expenses of such counsel, as incurred (except
that, in the case of any action in respect of


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which indemnity may be sought pursuant to both Sections 6(a) and 6(b), a Holder
shall not be required to assume the defense of such action pursuant to this
Section 6(c), but may employ separate counsel and participate in the defense
thereof, but the fees and expenses of such counsel, except as provided below,
shall be at the expense of the Holder). Any indemnified party shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of the 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 action (including any impleaded parties)
include both the indemnified party and the indemnifying party, and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. In any such case, the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction (a) be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 6(a), and by
the Company, in the case of parties indemnified pursuant to Section 6(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 for such
fees and expenses of counsel 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 such 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) If the indemnification provided for in this Section 6 is
unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages or liabilities referred to herein, then each indemnifying party,
in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative fault of the
Company, on the one hand, and of the Holders, 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, on the one hand,
or by the Holders, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or


                                       11
<PAGE>   13

omission. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or judgments referred to above shall be
deemed to include, subject to the limitations set forth in this Section, any
legal or other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any matter, including any action that
could have given rise to such losses, claims, damages, liabilities or judgments.

               The Company and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the preceding paragraph. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages,
liabilities or judgments referred to in the preceding paragraph 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 matter, including any action that could have
given rise to such losses, claims, damages, liabilities or judgments.
Notwithstanding the provisions of this Section 6, no Holder, its directors, its
officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total received by such Holder with respect to the sale of Registrable Securities
pursuant to a Registration Statement exceeds (i) the amount paid by such Holder
for such Registrable Securities and (ii) the amount of any damages which such
Holder 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 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute pursuant to this
Section 6(d) are several in proportion to the respective principal amount of
Registrable Securities held by each Holder.

               The Company agrees that the indemnity and contribution provisions
of this Section 6 shall apply to the Placement Agents to the same extent, on the
same conditions, as it applies to Holders.

               7. RULE 144

               The Company agrees with each Holder, for so long as any
Registrable Securities remain outstanding and during any period in which the
Company is subject to Section 13 or 15(d) of the Exchange Act, to make all
filings required thereby in a timely manner in order to permit resales of such
Registrable Securities pursuant to Rule 144.

               8. MISCELLANEOUS

               (a) Remedies. The Company acknowledges and agrees that any
failure by the Company to comply with its obligations under Section 3 hereof may
result in material irreparable injury to the Placement Agents or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Placement Agents or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Section 3
hereof. The Company further


                                       12
<PAGE>   14

agrees to waive the defense in any action for specific performance that a remedy
at law would be adequate.

               (b) No Inconsistent Agreements. The Company will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.

               (c) Amendments and Waivers. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless (i) in the case of
this Section 8(c), the Company has obtained the written consent of Holders of
all outstanding Registrable Securities, and (ii) in the case of all other
provisions hereof, the Company has obtained the written consent of Holders of a
majority of the outstanding principal amount of Registrable Securities
(excluding Registrable Securities held by the Company, the Guarantor, or any of
their respective Affiliates); provided that this Agreement may be amended or
supplemented without the consent of any Holder in the same manner and to the
same extent to which the Warrant Agreement may be amended or supplemented
pursuant to Section 22 thereof.

               (d) Third-Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements granting rights to Holders made hereunder
between the Company, on the one hand, and the Placement Agents, on the other
hand, and shall have the right to enforce such agreements directly to the extent
they may deem such enforcement necessary or advisable to protect their rights or
the rights of Holders hereunder.

               (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                      (i) if to a Holder, at the address set forth on the
               records of the Warrant Agent, with a copy to the Warrant Agent;
               and

                      (ii) if to the Company:

                           Leap Wireless International, Inc.
                           10307 Pacific Center Court
                           San Diego, CA 92191
                           Telecopier: (858) 882-6040
                           Attention: General Counsel

               All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if telecopied; and on the next Business Day, if
timely delivered to an air courier guaranteeing overnight delivery.


                                       13
<PAGE>   15

        Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Warrant Agent at the
address specified in Warrant Agreement.

               (f) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including, without limitation, and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms hereof or of the Placement Agreement or the Warrant
Agreement. If any transferee of any Holder shall acquire Registrable Securities
in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities such Person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement, including the restrictions on resale set forth in
this Agreement and, if applicable, the Placement Agreement, and such Person
shall be entitled to receive the benefits hereof.

               (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

               (h) Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

               (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.

               (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

               (k) Entire Agreement. This Agreement is intended by the parties
as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the
Registrable Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.


                                       14
<PAGE>   16

               IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.



                                             LEAP WIRELESS INTERNATIONAL, INC.


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



MORGAN STANLEY & CO. INCORPORATED
DONALDSON, LUFKIN & JENRETTE
    SECURITIES CORPORATION
BEAR, STEARNS & CO. INC.
ABN AMRO INCORPORATED
CREDIT SUISSE FIRST BOSTON CORPORATION


By: Morgan, Stanley & Co. Incorporated


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


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