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                                                                     EXHIBIT 4.4




                          REGISTRATION RIGHTS AGREEMENT


                             DATED FEBRUARY 23, 2000



                                      AMONG



                       LEAP WIRELESS INTERNATIONAL, INC.,

                      CRICKET COMMUNICATIONS HOLDINGS, INC.



                                       AND



                       MORGAN STANLEY & CO. INCORPORATED,
             FOR ITSELF AND ON BEHALF OF THE OTHER PLACEMENT AGENTS


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                          REGISTRATION RIGHTS AGREEMENT


               THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into February 23, 2000, by and among Leap Wireless International, Inc.
(the "Company"), Cricket Communications Holdings, Inc. ("Guarantor") and Morgan
Stanley & Co. Incorporated, for itself and on behalf of the entities listed as
signatories hereto.

               This Agreement is made pursuant to the Placement Agreement dated
February 16, 2000, among the Company, Guarantor and the Placement Agents (the
"Placement Agreement"), which provides for the sale by the Company to the
Placement Agents of (i) $225,000,000 representing 225,000 Units, each Unit
consisting of one 12_% Series A Senior Note Due 2010 (each a "Senior Note") and
one warrant to purchase common stock (the "Warrants") and (ii) $668,000,000
representing 668,000 Units, each Unit consisting of one 14_% Series A Senior
Discount Note Due 2010 (each a "Senior Discount Note" and the Senior Notes,
together with their related guarantees provided by Guarantor, the "Securities")
and one Warrant. In order to induce the Placement Agents to enter into the
Placement Agreement, the Company and Guarantor have agreed to provide to the
Placement Agents and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution of this Agreement is a
condition to the closing under the Placement Agreement.

               In consideration of the foregoing, the parties hereto agree as
follows:

1.      DEFINITIONS.

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

               "1933 Act" shall mean the Securities Act of 1933, as amended from
time to time.

               "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

               "Accreted Value" shall mean the Accreted Value as defined in the
Indenture.

               "Closing Date" shall mean the Closing Date as defined in the
Placement Agreement.

               "Company" shall have the meaning set forth in the preamble and
shall also include the Company's successors.

               "Exchange Offer" shall mean the exchange offer by the Company and
Guarantor of Exchange Securities for Registrable Securities pursuant to Section
2(a) hereof.

               "Exchange Offer Registration" shall mean a registration under the
1933 Act effected pursuant to Section 2(a) hereof.


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               "Exchange Offer Registration Statement" shall mean an exchange
offer registration statement on Form S-4 (or, if applicable, on another
appropriate form) and all amendments and supplements to such registration
statement, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

               "Exchange Securities" shall mean securities issued by the Company
or Guarantor under the Indenture containing terms identical to the Securities
(except that (i) interest thereon shall accrue from the last date on which
interest was paid on the Securities or, if no such interest has been paid, from
April 15, 2000, in the case of the Senior Notes, and April 15, 2005, in the case
of the Senior Discount Notes and (ii) the Exchange Securities will not contain
restrictions on transfer) and to be offered to Holders of Securities in exchange
for Securities pursuant to the Exchange Offer.

               "Holder" shall mean the Placement Agents, for so long as they own
any Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture; provided that for purposes of Sections 4 and 5 of this
Agreement, the term "Holder" shall include Participating Broker-Dealers (as
defined in Section 4(a)).

               "Indenture" shall mean the Indenture relating to the Securities
dated as of February 23, 2000 between the Company, Guarantor and State Street
Bank and Trust Company, as trustee, and as the same may be amended from time to
time in accordance with the terms thereof.

               "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided that
whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Company , Guarantor or any of its affiliates (as such term is defined in Rule
405 under the 1933 Act) (other than the Placement Agents or subsequent Holders
of Registrable Securities if such subsequent holders are deemed to be such
affiliates solely by reason of their holding of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage or amount.

               "Person" shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization, or a government or
agency or political subdivision thereof.

               "Placement Agents" shall have the meaning set forth in the
preamble.

               "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement,


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and by all other amendments and supplements to such prospectus, and in each case
including all material incorporated by reference therein.

               "Placement Agreement" shall have the meaning set forth in the
preamble.

               "Registrable Securities" shall mean the Securities and any
Exchange Securities includable in a Shelf Registration Statement pursuant to
Section 2(b)(iii)(a) or (b); provided, however, that the Securities shall cease
to be Registrable Securities (i) when a Registration Statement with respect to
such Securities shall have been declared effective under the 1933 Act and such
Securities shall have been disposed of pursuant to such Registration Statement,
(ii) when such Securities have been sold to the public pursuant to Rule 144(k)
(or any similar provision then in force, but not Rule 144A) under the 1933 Act
or (iii) when such Securities shall have ceased to be outstanding.

               "Registration Expenses" shall mean any and all expenses incident
to performance of or compliance by the Company and Guarantor with this
Agreement, including without limitation: (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of the
Exchange Securities or Registrable Securities), (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
and other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating
to the qualification of the Indenture under applicable securities laws, (vi) the
fees and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and Guarantor and, in the case of a
Shelf Registration Statement, the fees and disbursements of one counsel for the
Holders (which counsel shall be selected by the Majority Holders and which
counsel may also be counsel for the Placement Agent) and (viii) the fees and
disbursements of the independent public accountants of the Company and
Guarantor, including the expenses of any special audits or "cold comfort"
letters required by or incident to such performance and compliance, but
excluding fees and expenses of counsel to the underwriters (other than fees and
expenses set forth in clause (ii) above) or the Holders and underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Securities by a Holder.

               "Registration Statement" shall mean any registration statement of
the Company and Guarantor that covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

               "SEC" shall mean the Securities and Exchange Commission.


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               "Semi-Annual Accrual Date" shall mean the Semi-Annual Accrual
Date as defined in the Indenture.

               "Shelf Registration" shall mean a registration effected pursuant
to Section 2(b) hereof.

               "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company and Guarantor pursuant to the provisions of Section
2(b) of this Agreement which covers all of the Registrable Securities (but no
other securities unless approved by the Holders whose Registrable Securities are
covered by such Shelf Registration Statement) on an appropriate form under Rule
415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and
all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

               "Trustee" shall mean the trustee with respect to the Securities
under the Indenture.

               "Underwriter" shall have the meaning set forth in Section 3
hereof.

               "Underwritten Registration" or "Underwritten Offering" shall mean
a registration in which Registrable Securities are sold to an Underwriter for
reoffering to the public.

2.      REGISTRATION UNDER THE 1933 ACT.

        (a) To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the SEC, the Company and Guarantor shall use
their best efforts to cause to be filed an Exchange Offer Registration Statement
covering the offer by the Company and Guarantor to the Holders to exchange all
of the Registrable Securities for Exchange Securities and to have such
Registration Statement remain effective until the closing of the Exchange Offer.
The Company and Guarantor shall commence the Exchange Offer promptly after the
Exchange Offer Registration Statement has been declared effective by the SEC and
use its best efforts to have the Exchange Offer consummated not later than 45
days after such effective date. The Company and Guarantor shall commence the
Exchange Offer by mailing the related exchange offer Prospectus and accompanying
documents to each Holder stating, in addition to such other disclosures as are
required by applicable law:

                (i)     that the Exchange Offer is being made pursuant to this
                        Registration Rights Agreement and that all Registrable
                        Securities validly tendered will be accepted for
                        exchange;

                (ii)    the dates of acceptance for exchange (which shall be a
                        period of at least 20 business days from the date such
                        notice is mailed) (the "Exchange Dates");

                (iii)   that any Registrable Security not tendered will remain
                        outstanding and will continue to accrue interest and, if
                        a Senior Discount Note, will


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                        continue to accrete in value until April 15, 2005 and
                        thereafter will accrue interest, but will not retain any
                        rights under this Agreement;

                (iv)    that Holders electing to have a Registrable Security
                        exchanged pursuant to the Exchange Offer will be
                        required to surrender such Registrable Security,
                        together with the enclosed letters of transmittal, to
                        the institution and at the address (located in the
                        Borough of Manhattan, The City of New York) specified in
                        the notice prior to the close of business on the last
                        Exchange Date; and

                (v)     that Holders will be entitled to withdraw their
                        election, not later than the close of business on the
                        last Exchange Date, by sending to the institution and at
                        the address (located in the Borough of Manhattan, The
                        City of New York) specified in the notice a telegram,
                        telex, facsimile transmission or letter setting forth
                        the name of such Holder, the principal amount at
                        maturity of Registrable Securities delivered for
                        exchange and a statement that such Holder is withdrawing
                        his election to have such Securities exchanged.

               As soon as practicable after the last Exchange Date, the Company
and Guarantor shall:

                (vi)    accept for exchange Registrable Securities or portions
                        thereof tendered and not validly withdrawn pursuant to
                        the Exchange Offer; and

                (vii)   deliver, or cause to be delivered, to the Trustee for
                        cancellation all Registrable Securities or portions
                        thereof so accepted for exchange by the Company and
                        Guarantor and issue, and cause the Trustee to promptly
                        authenticate and mail to each Holder, an Exchange
                        Security equal in principal amount at maturity to the
                        principal amount at maturity of the Registrable
                        Securities surrendered by such Holder.

The Company and Guarantor shall use their best efforts to complete the Exchange
Offer as provided above and shall comply with the applicable requirements of the
1933 Act, the 1934 Act and other applicable laws and regulations in connection
with the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate applicable law
or any applicable interpretation of the Staff of the SEC. The Company and
Guarantor shall inform the Placement Agents of the names and addresses of the
Holders to whom the Exchange Offer is made, and the Placement Agents shall have
the right, subject to applicable law, to contact such Holders and otherwise
facilitate the tender of Registrable Securities in the Exchange Offer.

        (b) In the event that (i) the Company and Guarantor determine that the
Exchange Offer Registration provided for in Section 2(a) above is not available
or may not be consummated as soon as practicable after the last Exchange Date
because it would violate


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applicable law or the applicable interpretations of the Staff of the SEC, (ii)
the Exchange Offer is not for any other reason consummated by a date that is 180
days after the Closing Date or (iii) the Exchange Offer has been completed and
(a) in the opinion of counsel for the Placement Agents a Registration Statement
must be filed and a Prospectus must be delivered by the Placement Agents in
connection with any offering or sale by them of Registrable Securities or (b) in
the opinion of counsel for Qualcomm Incorporated, a Registration Statement must
be filed and a Prospectus must be delivered by Qualcomm Incorporated or one of
its Affiliates in connection with any offering or sale by them of Registrable
Securities, the Company and Guarantor shall use their best efforts to cause to
be filed as soon as practicable after such determination, date or notice of such
opinion of counsel is given to the Company and Guarantor, as the case may be, a
Shelf Registration Statement providing for the sale by the Holders of all of the
Registrable Securities and to have such Shelf Registration Statement declared
effective by the SEC. In the event the Company and Guarantor are required to
file a Shelf Registration Statement solely as a result of the matters referred
to in clause (iii) of the preceding sentence, the Company and Guarantor shall
use their best efforts to file and have declared effective by the SEC both an
Exchange Offer Registration Statement pursuant to Section 2(a) with respect to
all Registrable Securities and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Securities held by the Placement
Agents or Qualcomm Incorporated or one of its Affiliates after completion of the
Exchange Offer. The Company and Guarantor agree to use their best efforts to
keep the Shelf Registration Statement continuously effective until the
expiration of the period referred to in Rule 144(k) with respect to the
Registrable Securities or such shorter period that will terminate when all of
the Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement. The Company and Guarantor
further agree to supplement or amend the Shelf Registration Statement if
required by the rules, regulations or instructions applicable to the
registration form used by the Company and Guarantor for such Shelf Registration
Statement or by the 1933 Act or by any other rules and regulations thereunder
for shelf registration or if reasonably requested by a Holder with respect to
information relating to such Holder, and to use its best efforts to cause any
such amendment to become effective and such Shelf Registration Statement to
become usable as soon as thereafter practicable. The Company and Guarantor agree
to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

        (c) The Company and Guarantor shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) and Section 2(b). Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to the Shelf Registration Statement.

        (d) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that, if, after it has been declared effective, the
offering of Registrable Securities pursuant to a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not


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to have become effective during the period of such interference until the
offering of Registrable Securities pursuant to such Registration Statement may
legally resume. In the event the Exchange Offer is not consummated and the Shelf
Registration Statement is not declared effective on or prior to the date that is
180 days after the Closing Date, (i) the interest rate borne by the Senior Notes
will be increased by 0.50% per annum and (ii) interest in addition to the
accrual of original issue discount and in addition to interest otherwise due for
periods after the Full Accretion Date (as defined in the Indenture) will accrue
on the Senior Discount Notes at a rate per annum equal to 0.50% of the Accreted
Value (as defined in the Indenture) thereof, until the Exchange Offer is
consummated or the Shelf Registration Statement is declared effective by the
SEC.

        (e) Without limiting the remedies available to the Placement Agents and
the Holders, the Company and Guarantor each acknowledge that any failure by the
Company and Guarantor to comply with its obligations under Section 2(a) and
Section 2(b) 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 and Guarantor's
obligations under Section 2(a) and Section 2(b) hereof.

        (f) Notwithstanding the foregoing, the Company and the Guarantor shall
not be required to amend or supplement any Shelf 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 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 Shelf Registration Statement,
Prospectus or amendment or supplement thereto, or the failure by the Company to
disclose such transaction in the applicable Shelf Registration Statement,
Prospectus or amendment or supplement thereto, would cause such Shelf
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 of 30 days in any calendar year,
during which the Commission is reviewing any proposed amendment or supplement to
the Shelf Registration Statement, any related prospectus or any document
incorporated therein by reference which has been filed by the Company


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3.      REGISTRATION PROCEDURES.

               In connection with the obligations of the Company and Guarantor
with respect to the Registration Statements pursuant to Section 2(a) and Section
2(b) hereof, the Company and Guarantor shall as expeditiously as possible:

        (a) prepare and file with the SEC a Registration Statement on the
appropriate form under the 1933 Act, which form (x) shall be selected by the
Company and Guarantor and (y) shall, in the case of a Shelf Registration, be
available for the sale of the Registrable Securities by the selling Holders
thereof and (z) shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith, and use its best efforts to cause
such Registration Statement to become effective and remain effective in
accordance with Section 2 hereof;

        (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period and cause each
Prospectus to be supplemented by any required prospectus supplement and, as so
supplemented, to be filed pursuant to Rule 424 under the 1933 Act to the extent
required; to keep each Prospectus current during the period described under
Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions
by brokers or dealers with respect to the Registrable Securities or Exchange
Securities;

        (c) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Placement Agents, to counsel for the
Holders and to each Underwriter of an Underwritten Offering of Registrable
Securities, if any, without charge, as many copies of each Prospectus, including
each preliminary Prospectus, and any amendment or supplement thereto and such
other documents as such Holder or Underwriter may reasonably request, in order
to facilitate the public sale or other disposition of the Registrable
Securities; and the Company consents to the use of such Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of the
selling Holders of Registrable Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by
and in the manner described in such Prospectus or any amendment or supplement
thereto in accordance with applicable law;

        (d) use their best efforts to register or qualify the Registrable
Securities under all applicable state securities or "blue sky" laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration
Statement shall reasonably request in writing by the time the applicable
Registration Statement is declared effective by the SEC, to cooperate with such
Holders in connection with any filings required to be made with the National
Association of Securities Dealers, Inc. and do any and all other acts and things
which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Company shall not
be required to (i) qualify as a foreign corporation or as a dealer in securities
in any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(d),


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(ii) file any general consent to service of process or (iii) subject itself to
taxation in any such jurisdiction if it is not so subject;

        (e) in the case of a Shelf Registration, notify each Holder of
Registrable Securities, counsel for the Holders and counsel for the Placement
Agents promptly and, if requested by any such Holder or counsel, confirm such
advice in writing (i) when a Registration Statement has become effective and
when any post-effective amendment thereto has been filed and becomes effective,
(ii) of any request by the SEC or any state securities authority for amendments
and supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company and Guarantor
contained in any underwriting agreement, securities sales agreement or other
similar agreement, if any, relating to the offering cease to be true and correct
in all material respects or if the Company and Guarantor receives any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (v) of the existence of any fact or the happening
of any event, during the period a Shelf Registration Statement is effective,
which 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 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
light of the circumstances under which they were made, not misleading, and (vi)
of any determination by the Company and Guarantor that a post-effective
amendment to a Registration Statement would be appropriate;

        (f) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement at the earliest
possible moment and provide immediate notice to each Holder of the withdrawal of
any such order;

        (g) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without
documents incorporated therein by reference or exhibits thereto, unless
requested);

        (h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends and enable such Registrable Securities to be in
such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders may reasonably request at least
two business days prior to the closing of any sale of Registrable Securities;


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        (i) in the case of a Shelf Registration, upon the occurrence of any
event contemplated by Section 3(e)(v) hereof, use its best efforts to prepare
and file with the SEC a supplement or post-effective amendment to a Registration
Statement or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Securities, such Prospectus will not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The Company and Guarantor each agrees to
notify the Holders to suspend use of the Prospectus as promptly as practicable
after the occurrence of such an event, and the Holders hereby agree to suspend
use of the Prospectus until the Company and Guarantor have amended or
supplemented the Prospectus to correct such misstatement or omission and such
amendment has been declared effective by the SEC, if required;

        (j) a reasonable time prior to the filing of any Registration Statement,
any Prospectus, any amendment to a Registration Statement or amendment or
supplement to a Prospectus or any document which is to be incorporated by
reference into a Registration Statement or a Prospectus after initial filing of
a Registration Statement, provide copies of such document to the Placement
Agents and their counsel (and, in the case of a Shelf Registration Statement,
the Holders and their counsel) and make such of the representatives of the
Company and Guarantor as shall be reasonably requested by the Placement Agents
or their counsel (and, in the case of a Shelf Registration Statement, the
Holders or their counsel) available for discussion of such document, and shall
not at any time file or make any amendment to the Registration Statement, any
Prospectus or any amendment of or supplement to a Registration Statement or a
Prospectus or any document which is to be incorporated by reference into a
Registration Statement or a Prospectus, of which the Placement Agents and their
counsel (and, in the case of a Shelf Registration Statement, the Holders and
their counsel) shall not have previously been advised and furnished a copy or to
which the Placement Agents or their counsel (and, in the case of a Shelf
Registration Statement, the Holders or their counsel) shall reasonably object;

        (k) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement;

        (l) cause the Indenture to be qualified under the Trust Indenture Act of
1939, as amended (the "TIA"), in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be, cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use its best efforts to cause the Trustee to execute,
all documents as may be required to effect such changes and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner;

        (m) in the case of a Shelf Registration, make available for inspection
by a representative of the Holders of the Registrable Securities, any
Underwriter participating in any disposition pursuant to such Shelf Registration
Statement, and attorneys and accountants designated by the Holders, at
reasonable times and in a reasonable manner, all financial and


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other records, pertinent documents and properties of the Company and Guarantor,
and cause the respective officers, directors and employees of the Company and
Guarantor to supply all information reasonably requested by any such
representative, Underwriter, attorney or accountant in connection with a Shelf
Registration Statement;

        (n) in the case of a Shelf Registration, use their best efforts to cause
all Registrable Securities to be listed on any securities exchange or any
automated quotation system on which similar securities issued by the Company are
then listed if requested by the Majority Holders, to the extent such Registrable
Securities satisfy applicable listing requirements;

        (o) use its best efforts to cause the Exchange Securities or Registrable
Securities, as the case may be, to be rated by two nationally recognized
statistical rating organizations (as such term is defined in Rule 436(g)(2)
under the 1933 Act);

        (p) if reasonably requested by any Holder of Registrable Securities
covered by a Registration Statement, (i) promptly incorporate in a Prospectus
supplement or post-effective amendment such information with respect to such
Holder as such Holder reasonably requests to be included therein and (ii) make
all required filings of such Prospectus supplement or such post-effective
amendment as soon as practicable after the Company and Guarantor have received
notification of the matters to be incorporated in such filing; and

        (q) in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including
those requested by the Holders of a majority of the Registrable Securities being
sold) in order to expedite or facilitate the disposition of such Registrable
Securities including, but not limited to, an Underwritten Offering and in such
connection, (i) to the extent possible, make such representations and warranties
to the Holders and any Underwriters of such Registrable Securities with respect
to the business of the Company and its subsidiaries, the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm the same
if and when requested, (ii) obtain opinions of counsel to the Company and
Guarantor (which counsel and opinions, in form, scope and substance, shall be
reasonably satisfactory to the Holders and such Underwriters and their
respective counsel) addressed to each selling Holder and Underwriter of
Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (iii) obtain "cold comfort" letters from
the independent certified public accountants of the Company and Guarantor (and,
if necessary, any other certified public accountant of any subsidiary of the
Company, or of any business acquired by the Company for which financial
statements and financial data are or are required to be included in the
Registration Statement) addressed to each selling Holder and Underwriter of
Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in "cold comfort" letters in connection
with underwritten offerings, and (iv) deliver such documents and certificates as
may be reasonably requested by the Holders of a majority in principal amount of
the Registrable Securities being sold or the Underwriters, and which are
customarily delivered in underwritten offerings, to evidence the continued
validity of the representations and warranties of the Company and Guarantor made
pursuant to clause (i) above


                                       11
<PAGE>   13

and to evidence compliance with any customary conditions contained in an
underwriting agreement.

               In the case of a Shelf Registration Statement, the Company and
Guarantor may require each Holder of Registrable Securities to furnish to the
Company and Guarantor such information regarding the Holder and the proposed
distribution by such Holder of such Registrable Securities as the Company and
Guarantor may from time to time reasonably request in writing.

               In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of notice from the Company of the commencement of a Black Out
Period (in each case, a "Black Out Notice") or of any notice from the Company
and Guarantor of the happening of any event of the kind described in Section
3(e)(v) hereof, other than the happening of any event of the kind for which the
Company could issue a Black Out Notice (in each case, a "Suspension Notice"),
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement until such Holder's receipt of notice of
termination of the Black Out Period or the copies of the supplemented or amended
Prospectus contemplated by Section 3(i) hereof. If so directed by the Company
and Guarantor, such Holder will deliver to the Company and Guarantor (at their
expense) all copies in its possession, other than permanent file copies then in
such Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice. If the Company and Guarantor
shall give any such notice to suspend the disposition of Registrable Securities
pursuant to a Shelf Registration Statement, the Company and Guarantor shall
extend the period during which the Shelf Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice to and including
the date when the Holders shall have received copies of the supplemented or
amended Prospectus necessary to resume such dispositions or its termination of
the Black Out Period, as the case may be.

               The Holders of Registrable Securities covered by a Shelf
Registration Statement who desire to do so may sell such Registrable Securities
in an Underwritten Offering. In any such Underwritten Offering, the investment
banker or investment bankers and manager or managers (the "Underwriters") that
will administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

4.      PARTICIPATION OF BROKER-DEALERS IN EXCHANGE OFFER.

        (a) The Staff of the SEC has taken the position that any broker-dealer
that receives Exchange Securities for its own account in the Exchange Offer in
exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a "Participating Broker-Dealer"), may
be deemed to be an "underwriter" within the meaning of the 1933 Act and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities.

               The Company and Guarantor understand that it is the Staff's
position that if the Prospectus contained in the Exchange Offer Registration
Statement includes a plan of


                                       12
<PAGE>   14

distribution containing a statement to the above effect and the means by which
Participating Broker-Dealers may resell the Exchange Securities, without naming
the Participating Broker-Dealers or specifying the amount of Exchange Securities
owned by them, such Prospectus may be delivered by Participating Broker-Dealers
to satisfy their prospectus delivery obligation under the 1933 Act in connection
with resales of Exchange Securities for their own accounts, so long as the
Prospectus otherwise meets the requirements of the 1933 Act.

        (b) In light of the above, notwithstanding the other provisions of this
Agreement, the Company and Guarantor each agree that the provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an Exchange
Offer Registration to the extent, and with such reasonable modifications thereto
as may be, reasonably requested by the Placement Agents or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

                (i)     the Company shall not be required to amend or supplement
                        the Prospectus contained in the Exchange Offer
                        Registration Statement, as would otherwise be
                        contemplated by Section 3(i), for a period exceeding 180
                        days after the last Exchange Date (as such period may be
                        extended pursuant to the penultimate paragraph of
                        Section 3 of this Agreement) and Participating
                        Broker-Dealers shall not be authorized by the Company
                        and Guarantor to deliver and shall not deliver such
                        Prospectus after such period in connection with the
                        resales contemplated by this Section 4; and

                (ii)    the application of the Shelf Registration procedures set
                        forth in Section 3 of this Agreement to an Exchange
                        Offer Registration, to the extent not required by the
                        positions of the Staff of the SEC or the 1933 Act and
                        the rules and regulations thereunder, will be in
                        conformity with the reasonable request to the Company
                        and Guarantor by the Placement Agents or with the
                        reasonable request in writing to the Company and
                        Guarantor by one or more broker-dealers who certify to
                        the Placement Agents and the Company and Guarantor in
                        writing that they anticipate that they will be
                        Participating Broker-Dealers; and provided further that,
                        in connection with such application of the Shelf
                        Registration procedures set forth in Section 3 to an
                        Exchange Offer Registration, the Company and Guarantor
                        shall be obligated (x) to deal only with one entity
                        representing the Participating Broker-Dealers, which
                        shall be Morgan Stanley & Co. Incorporated unless it
                        elects not to act as such representative, in which case
                        it shall be designated by Participating Broker-Dealers
                        holding a majority in principal amount at maturity of
                        all Securities held by Participating Broker-Dealers (y)
                        to pay the fees and expenses of only one counsel
                        representing the Participating Broker-Dealers, which
                        shall be counsel to the Placement Agents unless such
                        counsel elects not to so act and (z) to cause to be
                        delivered only one, if any, "cold comfort" letter with
                        respect to the Prospectus in the form existing on the
                        last Exchange Date and with respect


                                       13
<PAGE>   15

                        to each subsequent amendment or supplement, if any,
                        effected during the period specified in clause (i)
                        above.

        (c) The Placement Agents shall have no liability to the Company,
Guarantor or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.

5.      INDEMNIFICATION AND CONTRIBUTION.

        (a) The Company and Guarantor each agree to indemnify and hold harmless
the Placement Agents, each Holder and each Person, if any, who controls any
Placement Agent or any Holder within the meaning of either Section 15 of the
1933 Act or Section 20 of the 1934 Act, or is under common control with, or is
controlled by, any Placement Agent or any Holder, from and against all losses,
claims, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred by the Placement Agent, any Holder or any
such controlling or affiliated Person 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 (or any amendment thereto) pursuant to which Exchange Securities or
Registrable Securities were registered under the 1933 Act, including all
documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Prospectus (as amended or supplemented if the Company and Guarantor shall have
furnished any amendments or supplements thereto), or caused by any omission or
alleged omission to state therein a material fact necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to the Placement Agents or any Holder
furnished to the Company and Guarantor in writing by Morgan Stanley & Co.
Incorporated or any selling Holder expressly for use therein; provided, however,
that the foregoing indemnity agreement with respect to any prospectus shall not
inure to the benefit of any of the Placement Agents or Holders from whom the
person asserting any such losses, claims, damages or liabilities purchased
Registrable Securities, or any person controlling such Placement Agent or
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 Placement Agent or 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 3(c) hereof. In
connection with any Underwritten Offering permitted by Section 3, the Company
and Guarantor will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the
distribution, their officers and directors and each Person who controls such
Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent
as provided above with respect to the indemnification of the Holders, if
requested in connection with any Registration Statement.


                                       14
<PAGE>   16

        (b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, Guarantor, the Placement Agents and the other selling
Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Company,
Guarantor, any Placement Agent and any other selling Holder within the meaning
of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same
extent as the foregoing indemnity from the Company and Guarantor to the
Placement Agents and the Holders, but only with reference to information
relating to such Holder furnished to the Company and Guarantor in writing by
such Holder expressly for use in any Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto).

        (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the
"indemnified party") shall promptly notify the Person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Placement Agents and all
Persons, if any, who control any Placement Agent within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Company and Guarantor, its directors, its officers who sign the Registration
Statement and each Person, if any, who controls the Company and Guarantor within
the meaning of either such Section and (c) the fees and expenses of more than
one separate firm (in addition to any local counsel) for all Holders and all
Persons, if any, who control any Holders within the meaning of either such
Section, and that all such fees and expenses shall be reimbursed as they are
incurred. In such case involving the Placement Agents and Persons who control
the Placement Agents, such firm shall be designated in writing by Morgan Stanley
& Co. Incorporated. In such case involving the Holders and such Persons who
control Holders, such firm shall be designated in writing by the Majority
Holders. In all other cases, such firm shall be designated by the Company and
Guarantor. 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


                                       15
<PAGE>   17

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 paragraph (a) or paragraph
(b) of this Section 5 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities 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 that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Company and Guarantor and the Holders 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 and Guarantor or by the Holders and the
parties relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Holders respective
obligations to contribute pursuant to this Section 5(d) are several in
proportion to the respective principal amount of Registrable Securities of such
Holder that were registered pursuant to a Registration Statement.

        (e) The Company and Guarantor and each Holder agree that it would not be
just or equitable if contribution pursuant to this Section 5 were determined by
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Securities were sold by such Holder exceeds the amount of any
damages that 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 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies, which
may otherwise be available to any indemnified party at law or in equity.


                                       16
<PAGE>   18

               The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Placement Agents, any Holder or any Person controlling any Placement
Agent or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company and Guarantor, (iii) acceptance
of any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement.

6.      MISCELLANEOUS.

        (a) No Inconsistent Agreements. Neither the Company nor Guarantor have
not entered into, and on or after the date of this Agreement will not enter
into, any agreement, which is inconsistent with the rights granted to the
Holders of Registrable Securities 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 and Guarantor's other issued and outstanding securities
under any such agreements.

        (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company and Guarantor has obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided, however, that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5
hereof shall be effective as against any Holder of Registrable Securities unless
consented to in writing by such Holder.

        (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopy, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company and Guarantor by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect to the
Placement Agents, the address set forth in the Placement Agreement; and (ii) if
to the Company and Guarantor, initially at the Company's address set forth in
the Placement Agreement and thereafter at such other address, notice of which is
given in accordance with the provisions of this Section 6(c).

               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 answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.


                                       17
<PAGE>   19

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

        (d) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees 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 of the Placement 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 and such
Person shall be entitled to receive the benefits hereof. The Placement Agents
(in their capacity as Placement Agents) shall have no liability or obligation to
the Company and Guarantor with respect to any failure by a Holder to comply
with, or any breach by any Holder of, any of the obligations of such Holder
under this Agreement.

        (e) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and
Guarantor, 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 deem
such enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder.

        (f) 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.

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

        (h) Governing Law. This Agreement shall be governed by the laws of the
State of New York.

        (i) 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.


                                       18
<PAGE>   20

               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: Sr. Vice President

                                    CRICKET COMMUNICATIONS HOLDINGS, INC.


                                    By: /s/ James E. Hoffmann
                                       -----------------------------------------
                                       Name: James E. Hoffmann
                                       Title: Assistant Secretary


Confirmed and accepted as of the date first above written:

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


                                      S-1