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The following is an excerpt from a 8-K SEC Filing, filed by LEAP WIRELESS INTERNATIONAL INC on 8/11/2003.
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LEAP WIRELESS INTERNATIONAL INC - 8-K - 20030811 - EXHIBIT_2

EXHIBIT 2.1

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

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

DEBTORS.

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

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

Counsel for Debtors and
Debtors-in-Possession

Dated: July 30, 2003


ARTICLE I. INTRODUCTION.............................................................................      1

ARTICLE II. DEFINITION OF TERMS AND RULES OF INTERPRETATION.........................................      4

         Section 2.01        Definition of Terms....................................................      4
         Section 2.02        Interpretation And Computation Of Time.................................     25

ARTICLE III. CLASSIFICATION OF CLAIMS AND INTERESTS.................................................     25

         Section 3.01        Unclassified Claims (Applicable to All Debtors)........................     41
         Section 3.02        Treatment of Classified Claims Against and Interests in Leap...........     47
         Section 3.03        Treatment of Classified Claims Against and Interests in CCH............     49
         Section 3.04        Treatment of Classified Claims Against and Interests in Cricket........     50
         Section 3.05        Treatment of Classified Claims Against and Interests in License
                             Holding Companies (applicable to each License Holding Company).........     52
         Section 3.06        Treatment of Classified Claims Against and Interests in Property
                             Holding Companies (applicable to each Property Holding Company)........     53
         Section 3.07        Treatment of Classified Claims Against and Interests in Other
                             Subsidiaries (applicable to each Other Subsidiary).....................     55

ARTICLE IV. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES...................................     56

         Section 4.01        Assumption and Cure....................................................     56
         Section 4.02        Rejection and Damages..................................................     57

ARTICLE V. MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN.......................................     58

         Section 5.01        Overview of Plan Implementation........................................     58
         Section 5.02        Distributions..........................................................     58
         Section 5.03        The Official Committee.................................................     60
         Section 5.04        Vesting Of Assets......................................................     60
         Section 5.05        Preservation Of Causes Of Action.......................................     60
         Section 5.06        Amended Debtor Bylaws And Certificates of Incorporation................     62
         Section 5.07        Composition of Management and the Directors of the Reorganized
                             Debtors................................................................     62
         Section 5.08        Disbursing Agents......................................................     63
         Section 5.09        Discharge of Reorganized Debtors and Injunction........................     63
         Section 5.10        No Liability for Solicitation or Participation.........................     65
         Section 5.11        Limitation of Liability................................................     65
         Section 5.12        Objections to Claims...................................................     65
         Section 5.13        Other Documents and Actions............................................     67
         Section 5.14        Corporate Action.......................................................     67
         Section 5.15        Retiree Benefits.......................................................     68
         Section 5.16        Employee Benefits......................................................     68
         Section 5.17        Certain Provisions In Respect of the Old Leap Notes, and the Old
                             Indenture Trustee......................................................     68
         Section 5.18        Executory Contracts and Unexpired Leases Entered Into and Other
                             Obligations Incurred After the Petition Date...........................     69

ARTICLE VI. CONFIRMATION AND EFFECTIVE DATE CONDITIONS..............................................     69

         Section 6.01        Conditions To Confirmation.............................................     69


         Section 6.02        Conditions To Initial Distribution Date................................     70
         Section 6.03        Conditions To Effective Date...........................................     70
         Section 6.04        Waiver of Conditions...................................................     70
         Section 6.05        Effect of Failure of Conditions........................................     70
         Section 6.06        Order Denying Confirmation.............................................     72

ARTICLE VII. CONFIRMABILITY OF PLAN AND CRAMDOWN....................................................     72

ARTICLE VIII. PROVISIONS REGARDING VOTING AND DISTRIBUTIONS UNDER THE PLAN AND TREATMENT OF
              DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS............................     72

         Section 8.01        Voting of Claims and Interests.........................................     72
         Section 8.02        Method of Distributions Under the Plan.................................     72
         Section 8.03        Special Procedures for Lost, Stolen, Mutilated or Destroyed
                             Instruments............................................................     75
         Section 8.04        Undeliverable or Unclaimed Distributions...............................     75
         Section 8.05        Disputed Claims; Reserve and Estimations...............................     75
         Section 8.06        Setoffs................................................................     78

ARTICLE IX. IMPLEMENTATION AND EFFECT OF CONFIRMATION OF THIS PLAN..................................     78

         Section 9.01        Effect of Confirmation of the Plan.....................................     78

ARTICLE X. RETENTION OF JURISDICTION................................................................     78

ARTICLE XI. MISCELLANEOUS PROVISIONS................................................................     80

         Section 11.01       Exemption From Transfer Taxes..........................................     80
         Section 11.02       Payment of Statutory Fees..............................................     80
         Section 11.03       Modification or Withdrawal of the Plan.................................     80
         Section 11.04       Governing Law..........................................................     80
         Section 11.05       Filing or Execution of Additional Documents............................     80
         Section 11.06       Withholding and Reporting Requirements.................................     81
         Section 11.07       Waiver of Rule 62(a) of the Federal Rules of Civil Procedure...........     81
         Section 11.08       Headings...............................................................     81
         Section 11.09       Exhibits and Schedules.................................................     81
         Section 11.10       Notices................................................................     81
         Section 11.11       Plan Supplement........................................................     82
         Section 11.12       Conflict...............................................................     82
         Section 11.13       Successors and Assigns.................................................     82
         Section 11.14       Saturday, Sunday or Legal Holiday......................................     82
         Section 11.15       Post-Effective Date Effect of Evidences of Claims or Interests.........     82
         Section 11.16       Severability of Plan Provisions........................................     82
         Section 11.17       Balloting..............................................................     83
         Section 11.18       No Admissions or Waiver of Objections..................................     83
         Section 11.19       Survival of Settlements................................................     83

ii

ARTICLE I

INTRODUCTION

Leap Wireless International, Inc. ("Leap"), its indirect wholly-owned subsidiary Cricket Communications, Inc. ("Cricket") and their respective 64 subsidiaries and/or affiliates(1) (collectively, the "Debtors") hereby propose the following Fifth Amended Joint Plan of Reorganization (defined herein as the "Plan") for the resolution of their outstanding Claims and Interests. Reference is made to the Disclosure Statement Accompanying Fifth Amended Joint Plan of Reorganization dated as of July 30, 2003 (defined herein as the "Disclosure Statement") for a discussion of the Debtors' history, businesses, properties and results of operations, and for a summary of the Plan and certain related matters. Capitalized terms not defined in this Introduction shall have the meanings ascribed to them in Article II hereof.


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

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

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

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

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

2

temporarily until the distribution thereof to the Holders of Old Vendor Debt Claims, 96.5% of the New Leap Common Stock.

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

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

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

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

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

THE INFORMAL VENDOR DEBT COMMITTEE URGES HOLDERS OF OLD VENDOR

DEBT TO READ THE DISCLOSURE STATEMENT AND VOTE IN FAVOR OF THE PLAN.

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THE OFFICIAL COMMITTEE URGES HOLDERS OF LEAP GENERAL UNSECURED

CLAIMS TO READ THE DISCLOSURE STATEMENT AND VOTE IN FAVOR OF THE PLAN.

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

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

ARTICLE II

DEFINITION OF TERMS AND RULES OF INTERPRETATION

SECTION 2.01 DEFINITION OF TERMS

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

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

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

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

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

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

Administrative Claim                means any right to payment constituting a
                                    cost or expense of administration of the
                                    Chapter 11 Cases of a kind

                                       4

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

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

                                  1.  a proof of the Claim or Interest

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

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

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

                                             d. is Allowed under the Plan; or

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

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

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

                                       5

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

Allowed Administrative Claim,
Allowed Priority Tax Claim, Allowed

Secured Claim and
Allowed General Unsecured Claim     have correlative meanings.

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

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

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

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

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

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

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

Bar Date                            means June 28, 2003.

                                       6

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

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

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

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

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

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

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

Clerk                               means the Clerk of the Court.

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

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

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

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

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

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

                                       7

                                    District of California; and (c) any other
                                    court having jurisdiction over the Chapter
                                    11 Cases.

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

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

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

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

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

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

Disputed                            means, with reference to any Claim
                                    (including any Administrative Claim), or
                                    Interest, or any portion thereof, any Claim
                                    or Interest proof of which was Filed and in
                                    either case or in the case of any
                                    Administrative Claim, Claim or Interest that
                                    is disputed under the Plan or as to which
                                    the Debtors or any other party have
                                    interposed a timely objection and/or request
                                    for estimation in accordance with section
                                    502(c) of the Bankruptcy Code and Bankruptcy
                                    Rule 3018, which objection and/or request
                                    for estimation has not been withdrawn or
                                    determined by a Final Order, and any Claim
                                    or Interest proof of which was required to
                                    be Filed by Order of the Court but as to
                                    which a

                                       8

                                    proof of claim or interest was not timely or
                                    properly Filed; provided, however, that
                                    prior to (x) the time an objection has been
                                    filed, and (y) the expiration of the
                                    Claims/Interest objection deadline with
                                    respect to such Claim or Interest, unless
                                    Allowed by the Reorganized Debtors or the
                                    Leap Creditor Trust Trustee, a Claim or
                                    Interest shall be considered a Disputed
                                    Claim or Disputed Interest to the extent
                                    that the amount of the Claim or Interest
                                    specified in a proof of Claim or Interest
                                    exceeds the amount of the Claim or Interest
                                    scheduled by the Debtors as not disputed,
                                    contingent, or unliquidated.

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

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

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

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

Eligible Leap Avoidance Action      means, except for any claim or action
                                    released pursuant to the terms of the Plan,
                                    any claim or action held by Leap arising
                                    under or relating to sections 542, 543, 544,
                                    545, 547, 548, 549, or 550 of the Bankruptcy
                                    Code; provided that, no such claim or action
                                    shall be deemed to be an Eligible Leap
                                    Avoidance Action until (i) the Leap Creditor
                                    Trust Trustee has given 20-days' prior
                                    written notice to the Informal Vendor Debt
                                    Committee (if such committee has not
                                    disbanded) and the Debtors or Reorganized
                                    Debtors, as applicable, and their respective
                                    counsel of the name of the proposed
                                    defendant against whom the Leap Creditor
                                    Trust Trustee seeks to bring the claim or
                                    action and (ii) such proposed defendant is
                                    not determined to be a "Material Vendor or
                                    Customer" in accordance with the following
                                    procedures. If after receiving notice of a
                                    proposed claim or action the Debtors or the
                                    Reorganized Debtors, as applicable, with the
                                    prior approval of the Informal Vendor Debt
                                    Committee (if such committee has not
                                    disbanded), reasonably determines that the
                                    proposed defendant of the

                                       9

                                    claim or action is a vendor, customer or
                                    other party with whom the Debtors or
                                    Reorganized Debtors, as applicable, have, or
                                    reasonably expect to have, a material
                                    business relationship, the Debtors or
                                    Reorganized Debtors, as applicable, shall
                                    notify the Leap Creditor Trust Trustee in
                                    writing within the applicable 20-day period
                                    that the proposed defendant is a "Material
                                    Vendor or Customer." If so designated, then
                                    the proposed claim or action shall not be an
                                    Eligible Leap Avoidance Action and shall not
                                    be commenced or otherwise prosecuted by the
                                    Leap Creditor Trust Trustee; provided that,
                                    the Leap Creditor Trust Trustee shall have
                                    the right to petition the Court in the event
                                    that it determines that the designation of
                                    the proposed defendant as a "Material Vendor
                                    or Customer" is unreasonable. If the Debtors
                                    or Reorganized Debtors, as applicable, do
                                    not notify the Leap Creditor Trust Trustee
                                    in writing within the applicable 20-day
                                    period that the proposed defendant is a
                                    "Material Vendor or Customer," the proposed
                                    claim or action shall be deemed to be an
                                    Eligible Leap Avoidance Action and the Leap
                                    Creditor Trust Trustee may commence and
                                    otherwise prosecute such action or claim in
                                    its sole discretion.

Eligible Leap Cause of Action       means, except for any claim or cause of
                                    action released pursuant to the terms of the
                                    Plan, any cause of action held by Leap
                                    (other than an action held by Leap arising
                                    under or relating to sections 542, 543, 544,
                                    545, 547, 548, 549, or 550 of the Bankruptcy
                                    Code); provided that, no such cause of
                                    action shall be deemed to be an Eligible
                                    Leap Cause of Action until (i) the Leap
                                    Creditor Trust Trustee has given 20-days'
                                    prior written notice to the Informal Vendor
                                    Debt Committee and the Debtors or the
                                    Reorganized Debtors, as applicable, and
                                    their respective counsel of the name of the
                                    proposed defendant against whom the Leap
                                    Creditor Trust Trustee seeks to bring the
                                    cause of action and a summary of the amounts
                                    at issue and the substantive factual
                                    allegations and legal theories underlying
                                    such cause of action, and (ii) such proposed
                                    cause of action is not determined to be a
                                    "Materially Adverse Action" in accordance
                                    with the following procedures. If after
                                    receiving notice of a proposed cause of
                                    action the Debtors or Reorganized Debtors,
                                    as applicable, with the prior approval of
                                    the Informal Vendor Debt Committee (if such
                                    committee has not disbanded), reasonably
                                    determines that the proposed cause of action
                                    has, or could reasonably be expected to
                                    have, a material adverse effect on the
                                    Debtors or Reorganized Debtors or their
                                    respective businesses or prospects, the
                                    Debtors or Reorganized Debtors, as

                                       10

                                    applicable, shall notify the Leap Creditor
                                    Trust Trustee in writing within the
                                    applicable 20-day period that the proposed
                                    cause of action is a "Materially Adverse
                                    Action." If so designated, then the proposed
                                    cause of action shall not be an Eligible
                                    Leap Cause of Action and shall not be
                                    commenced or otherwise prosecuted by the
                                    Leap Creditor Trust Trustee; provided that,
                                    the Leap Creditor Trust Trustee shall have
                                    the right to petition the Court in the event
                                    that it determines that the designation of
                                    the proposed cause of action as a
                                    "Materially Adverse Action" is unreasonable.
                                    If the Debtors or Reorganized Debtors do not
                                    notify the Leap Creditor Trust Trustee in
                                    writing within the applicable 20-day period
                                    that the proposed cause of action is a
                                    "Materially Adverse Action," the proposed
                                    cause of action shall be deemed to be an
                                    Eligible Leap Cause of Action and the Leap
                                    Creditor Trust Trustee may commence and
                                    otherwise prosecute such action in its sole
                                    discretion. Any Leap cause(s) of action
                                    listed in Leap's Schedules, including the
                                    cause of action related to the Endesa note
                                    receivable, shall be conclusively deemed to
                                    be Eligible Leap Causes of Action without
                                    further action of the parties.

Ericsson                            means Ericsson Credit AB.

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

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

FCC                                 means Federal Communications Commission.

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

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

GAAP                                means Generally Accepted Accounting
                                    Principles in the United States of America
                                    as in effect on the date of this

                                       11

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

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

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

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

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

Holder                              means the holder of a Claim or Interest.

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

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

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

                                       12

                                    Committee disbanded upon the appointment of
                                    the Official Committee.

Informal Vendor Debt Committee      means that certain informal committee
                                    organized pre-petition and composed of
                                    certain Holders of the Old Vendor Debt in
                                    connection with the Debtors' pre-petition
                                    efforts to commence and facilitate
                                    negotiations of a restructuring of the Old
                                    Vendor Debt. The members of the Informal
                                    Vendor Debt Committee are: AIM Floating Rate
                                    Fund, Aimco CDO Series 2000-4, Aimco CLO
                                    Series 2001-A, Alliance Capital Management,
                                    L.P., Allstate Life Insurance Company, APEX
                                    (IDM) CDO I, Ltd., Archimedes Funding II,
                                    Ltd., Archimedes Funding III, Ltd.,
                                    Archimedes Funding IV (Cayman), Ltd., Ares
                                    III CLO Ltd., Ares IV CLO Ltd., Aurum CLO
                                    2002-1 Ltd., Bank One, N.A., Capital
                                    Research and Management Company, Catalyst
                                    Investment Management, Cerberus Capital,
                                    Ceres II Finance Ltd., CFSC Wayland
                                    Advisers, Inc., Charter View Portfolio,
                                    Credit Suisse First Boston, Cypress
                                    Management, Eaton Vance Senior Income Trust,
                                    ELC (Cayman) Ltd. CDO Series 1999, ELC
                                    (Cayman) Ltd. 1999-II, ELC (Cayman) Ltd.
                                    1999-III, ELC (Cayman) Ltd. 2000-I, Franklin
                                    Floating Rate Trust, Goldman Sachs Credit
                                    Partners L.P., Grayson & Co., Highland
                                    Capital, Indosuez Capital Funding IIA
                                    Limited, Indosuez Capital Funding III,
                                    Limited, Indosuez Capital Funding VI,
                                    Limited, ING Capital LLC (Middenbank Curacao
                                    NY), Liberty Floating Rate Advantage Fund,
                                    Merrill Lynch, MHR Fund Management LLC,
                                    Mitchell R. Julis, Nemean CLO, Ltd.,
                                    Pacifica Partners I, L.P., Romulus Holdings,
                                    Inc., Senior Debt Portfolio (Boston
                                    Management and Research), SRF 2000 LLC,
                                    Stein Roe & Farnham CLO I Ltd., Stein Roe
                                    Floating Rate Limited Liability Company,
                                    Varde Partners, Inc. and York Capital
                                    Management LP.

Initial Distribution Date           means the date that is no later than eleven
                                    days following the Confirmation Date. On the
                                    Initial Distribution Date, (a) Holders of
                                    Allowed Leap General Unsecured Claims shall
                                    receive their Pro Rata share of beneficial
                                    interests in the Leap Creditor Trust and (b)
                                    the Leap Creditor Trust shall receive (x)
                                    the Leap General Unsecured Claim Cash
                                    Distribution; (y) the Leap General Unsecured
                                    Claim Equity Distribution; and (z) the Leap
                                    Creditor Trust Assets; provided, that in the
                                    event that the Effective Date has not
                                    occurred as of the Initial Distribution
                                    Date, Leap shall not transfer the Leap
                                    Creditor Trust Assets or the Leap General
                                    Unsecured Claim Equity Distribution to the
                                    Leap Creditor Trust on the Initial
                                    Distribution Date (and such transfer

                                       13

                                    shall occur on the Effective Date or as soon
                                    as practicable thereafter); provided
                                    further, that if any Leap Creditor Trust
                                    Assets are converted to Cash on or after the
                                    Initial Distribution Date but prior to the
                                    Effective Date, the Cash proceeds shall be
                                    transferred to the Leap Creditor Trust as
                                    soon as practicable upon such monetization,
                                    notwithstanding the fact that the Effective
                                    Date has not occurred.

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

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

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

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

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

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

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

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

                                       14

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

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

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

Leap General Unsecured Claim        means a General Unsecured Claim against
                                    Leap, provided that no Claims of the Holders
                                    of Old Vendor Debt shall be deemed to be
                                    Allowed Leap General Unsecured Claims to the
                                    extent such Claims arise out of or relate to
                                    an Old Vendor Debt Claim.

Leap General Unsecured
Claim Cash Distribution             means the Cash to be distributed to the Leap
                                    Creditor Trust on the Initial Distribution
                                    Date (and irrespective of the occurrence of
                                    the Effective Date) for the benefit of the

                                       15

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

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

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

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

                                       16

                                    corporation; Cricket Licensee XVIII, Inc., a
                                    Delaware corporation; Cricket Licensee XIX,
                                    Inc., a Delaware corporation; and Cricket
                                    Licensee XX, Inc., a Delaware corporation.

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

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

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

Lucent                              means Lucent Technologies Inc.

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

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

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

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

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

                                       17

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

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

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

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

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

Nortel                              means Nortel Networks Inc.

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

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

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

                                       18

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

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

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

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

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

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

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

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

Old Stock Rights                    means, collectively, any warrants, and any
                                    other rights, to purchase or otherwise
                                    acquire Old Securities, and any stock

                                       19

                                    appreciation or similar rights relating to
                                    any Debtor's Old Common Stock, existing
                                    prior to the Effective Date.

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

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

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

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

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

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

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

Plan                                means this Fifth Amended Joint Chapter 11
                                    Plan of Reorganization for each of the
                                    Debtors, as it may be amended or modified,
                                    from time to time, together with all
                                    addenda, exhibits, schedules, supplements or
                                    other

                                       20

                                    attachments, if any. If the Plan is
                                    withdrawn as the Plan for a particular
                                    Debtor, the defined term "Plan" shall not
                                    include the plan for such Debtor.

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

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

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

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

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

Property Holding
Companies                           means, collectively, Cricket Alabama
                                    Property Company, a Delaware corporation;
                                    Cricket Arizona Property Company, a Delaware
                                    corporation; Cricket Arkansas Property
                                    Company, a Delaware corporation; Cricket
                                    California Property Company, a Delaware
                                    corporation; Cricket Colorado Property
                                    Company, a Delaware corporation; Cricket
                                    Florida Property Company, a Delaware
                                    corporation; Cricket Georgia Property
                                    Company, inc., a Delaware corporation;
                                    Cricket Idaho Property Company, a Delaware
                                    corporation; Cricket Illinois Property
                                    Company, a Delaware corporation; Cricket
                                    Indiana Property Company, a Delaware
                                    corporation; Cricket Kansas Property
                                    Company, a Delaware corporation; Cricket

                                       21

                                    Kentucky Property Company, a Delaware
                                    corporation; Cricket Michigan Property
                                    Company, a Delaware corporation; Cricket
                                    Minnesota Property Company, a Delaware
                                    corporation; Cricket Mississippi Property
                                    Company, a Delaware corporation; Cricket
                                    Nebraska Property Company, a Delaware
                                    corporation; Cricket Nevada Property
                                    Company, a Delaware corporation; Cricket New
                                    Mexico Property Company, a Delaware
                                    corporation; Cricket New York Property
                                    Company, Inc., a Delaware corporation;
                                    Cricket North Carolina Property Company, a
                                    Delaware corporation; Cricket Ohio Property
                                    Company, a Delaware corporation; Cricket
                                    Oklahoma Property Company, a Delaware
                                    corporation; Cricket Oregon Property
                                    Company, a Delaware corporation; Cricket
                                    Pennsylvania Property Company, a Delaware
                                    corporation; Cricket Texas Property Company,
                                    a Delaware corporation; Cricket Utah
                                    Property Company, a Delaware corporation;
                                    Cricket Washington Property Company, a
                                    Delaware corporation; and Cricket Wisconsin
                                    Property Company, a Delaware corporation.

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

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

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

                                       22

                                    Reorganized Cricket, the Reorganized License
                                    Holding Companies, the Reorganized Other
                                    Subsidiaries and the Reorganized Property
                                    Holding Companies.

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

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

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

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

Scheduled                           means set forth on the Schedules.

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

SEC                                 means the United States Securities and
                                    Exchange Commission.

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

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

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

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

                                       23

Tax Refund                          means any federal, state or local tax refund
                                    received by any of the Debtors or
                                    Reorganized Debtors with respect to any tax
                                    period ending prior to the Effective Date.
                                    If any Debtor or Reorganized Debtor receives
                                    such a tax refund, prompt written notice
                                    thereof shall be provided to the Informal
                                    Vendor Debt Committee, the Official
                                    Committee (unless disbanded) and the Leap
                                    Creditor Trust Trustee. The Informal Vendor
                                    Debt Committee, the Official Committee
                                    (unless disbanded) and the Leap Creditor
                                    Trust Trustee shall promptly endeavor to
                                    resolve the question of who shall retain
                                    such tax refund. If the Informal Vendor Debt
                                    Committee, the Official Committee (unless
                                    disbanded) and the Leap Creditor Trust
                                    Trustee cannot agree as to who shall retain
                                    such tax refund within 30 days from the
                                    receipt of such refund by the applicable
                                    Debtor or Reorganized Debtor, any of the
                                    Informal Vendor Debt Committee, the Official
                                    Committee or the Leap Creditor Trust Trustee
                                    may File a motion with the Court requesting
                                    the Court to determine who shall retain such
                                    tax refund. Until such motion is resolved or
                                    the parties agree on who shall retain such
                                    tax refund, notwithstanding any other
                                    provision of the Plan, the tax refund shall
                                    be held in an escrow account and shall not
                                    be distributed to the Leap Creditor Trust or
                                    any other Person. Upon resolution of the
                                    motion or agreement by the parties on who
                                    shall retain such tax refund, such tax
                                    refund shall be transferred to the
                                    Reorganized Debtors or the Leap Creditor
                                    Trust, as applicable, within 5 days
                                    following such resolution or agreement, as
                                    the case may be.

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

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

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

Voting Agent                        means Poorman-Douglas Corporation.

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

24

SECTION 2.02 INTERPRETATION AND COMPUTATION OF TIME

(a) Defined Terms.

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

(b) Rules Of Interpretation.

For purposes of the Plan: (a) whenever it appears appropriate from the context, each term, whether stated in the singular or the plural, shall include both the singular and the plural; (b) any reference in the Plan to a contract, instrument, release or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; provided, however, that any change to such form, terms, or conditions which is material to a party to such document shall not be made without such party's consent; (c) any reference in the Plan to an existing document or exhibit Filed or to be Filed means such document or exhibit, as it may have been or (to the extent otherwise permitted, hereafter) may be amended, modified or supplemented from time to time; (d) unless otherwise specified in a particular reference, all references in the Plan to paragraphs, Articles and Exhibits are references to paragraphs, Articles and Exhibits of or to the Plan;
(e) the words "herein," "hereof," "hereto," "hereunder" and others of similar import refer to the Plan in its entirety rather than to only a particular portion of the Plan; (f) captions and headings to Articles and paragraphs are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretations of the Plan; (g) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (h) all exhibits to the Plan are incorporated into the Plan, and shall be deemed to be included in the Plan, provided that they are Filed no later than the conclusion of the Confirmation Hearing; (i) unless otherwise specified herein, the term "Debtors" includes Leap, CCH, Cricket, the License Holding Companies, the Property Holding Companies and the Other Subsidiaries; and (j) the term "non-Leap Debtor" means a Debtor other than Leap.

(c) Time Periods.

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

ARTICLE III.

CLASSIFICATION OF CLAIMS AND INTERESTS

The following is a designation of the Classes of Claims and Interests under the Plan. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified and are excluded from the following Classes. A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class, and is classified in another Class or Classes to the extent that any remainder of the Claim or Interest qualifies within the description of such other Class or Classes, and only against the particular Debtor. A Claim or Interest is classified in a

25

particular Class only to the extent that the Claim or Interest is an Allowed Claim or Allowed Interest in that Class and has not been paid, released or otherwise satisfied before the Effective Date; a Claim or Interest which is not an Allowed Claim or Allowed Interest is not in any Class. A Disputed Claim or Disputed Interest, to the extent that it subsequently becomes an Allowed Claim or Allowed Interest, shall be included in the Class for which it would have qualified had it not been disputed. Notwithstanding anything to the contrary contained in the Plan, no distribution shall be made on account of any Claim or Interest which is not an Allowed Claim or an Allowed Interest. Unless otherwise specified herein, each Debtor shall assume responsibility for paying, satisfying or otherwise discharging all Allowed Claims against it and shall not be responsible for paying, satisfying or otherwise discharging any Claim against any other Debtor.

26

CLAIMS AGAINST AND INTERESTS IN LEAP

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

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

        SECURED CLAIMS:

1A      GLH Claim                  Impaired; on the Effective Date or as soon as               100%
                                   practicable thereafter, GLH shall receive the
                                   GLH Collateral.

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

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

27

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

28

        TYPE OF ALLOWED                                               ESTIMATED
CLASS  CLAIM OR INTEREST                TREATMENT                     RECOVERY
-----  -----------------     ---------------------------------        ---------
       UNSECURED CLAIMS:

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

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

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

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

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

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


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

29

CLAIMS AGAINST AND INTERESTS IN CCH

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

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

       SECURED CLAIMS:

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

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

30

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

       UNSECURED CLAIMS:

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

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

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

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

31

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

CLAIMS AGAINST AND INTERESTS IN CRICKET

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

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

       SECURED CLAIMS:

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

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

32

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

       UNSECURED CLAIMS:

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

33

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

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

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

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

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

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

34

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

       SECURED CLAIMS:

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

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

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

35

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

       UNSECURED CLAIMS:

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

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

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

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

36

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

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

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

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

       SECURED CLAIMS:

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

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

37

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

       UNSECURED CLAIMS:

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

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

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

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

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

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

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

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

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        TYPE OF ALLOWED                                            ESTIMATED
CLASS  CLAIM OR INTEREST                TREATMENT                  RECOVERY
-----  -----------------     ---------------------------------     ---------
       SECURED CLAIMS:

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

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        TYPE OF ALLOWED                                            ESTIMATED
CLASS  CLAIM OR INTEREST                TREATMENT                  RECOVERY
-----  -----------------     ---------------------------------     ---------
       UNSECURED CLAIMS:

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

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

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

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

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

GENERAL PROVISIONS FOR TREATMENT OF CLAIMS AND INTERESTS

SECTION 3.01 UNCLASSIFIED CLAIMS (APPLICABLE TO ALL DEBTORS)

(a) Administrative Claims.

(i) General.

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

(ii) Payment Of Statutory Fees.

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

(iii) Bar Date For Administrative Claims.

1) General Provisions.

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

2) Professionals.

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

42

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

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

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

43

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

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

44

(iv) Reserve for Leap Administrative and Priority Claims.

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

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

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

(vi) Reserve for Disputed Old Vendor Debt Claims.

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

45

Reorganized Leap Common Stock or New Senior Notes held in the reserve of Reorganized Cricket shall be distributed to the Holders of Allowed Old Vendor Debt Claims on a Pro Rata basis.

3) Ordinary Course Liabilities.

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

4) Tax Claims.

All requests for payment of Postpetition Tax Claims, for which no bar date has otherwise been previously established, must be Filed on or before the later of (i) sixty (60) days following the Effective Date; and (ii) 120 days following the filing of the tax return for such taxes for such tax year or period with the applicable governmental unit. Any Holder of any Postpetition Tax Claim that is required to File a request for payment of such taxes and that does not File such a Claim by the applicable bar date shall be forever barred from asserting any such Postpetition Tax Claim against any of the Debtors or Reorganized Debtors, or any of their respective properties, whether any such Postpetition Tax Claim is deemed to arise prior to, on, or subsequent to, the Effective Date. The Debtors are paying all Postpetition Tax Claims as they come due; however, certain taxing authorities conduct audits which may result in a postpetition tax liability of which the Debtors are currently unaware.

(b) Treatment Of Priority Tax Claims.

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

46

SECTION 3.02 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN LEAP

Leap Class 1A - GLH Claim. On the Effective Date, or as soon as practicable thereafter, the Holder of the Class 1A GLH Claim shall, in full satisfaction, settlement, release and discharge of and in exchange for such Secured Claim, receive the GLH Collateral. The Holder of the Allowed Secured Claim in Class 1A shall be Impaired and entitled to vote to accept or reject the Plan.

Leap Class 1B - 12 1/2% Senior Secured Claim. On the Initial Distribution Date, or as soon as practicable thereafter, each Holder of a Class 1B 12 1/2% Senior Secured Claim shall receive, in full satisfaction, settlement, release and discharge of and in exchange for its Claim, on a Pro Rata basis, the 12 1/2% Senior Secured Claim Distribution (approximately $200,00 in the aggregate). In addition, by order entered by the Court on April 18, 2003, each Holder of a Class 1B 12 1/2% Senior Secured Claim, received, on a Pro Rata basis, the Cash in the Senior Notes Pledged Account reflecting the amount of interest owing as of April 15, 2003. Leap Class 1B is Unimpaired and shall be deemed to have voted to accept the Plan.

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

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

This Class will be further divided into subclasses designated by letters of the alphabet (CLASS 2D, CLASS 2E, and so on), so that each Holder of any Secured Claim is in a Class by itself, except to the extent that there are Secured Claims that are substantially similar to each other and may be included within a single Class. Each Allowed Secured Claim in Class 2A et seq. shall, in the discretion of the Debtor with the consent of the Informal Vendor Debt Committee, receive, in full satisfaction, settlement, release and discharge of and in exchange for its Claim, any one or a combination of any of the following: (i) Cash in an amount equal to such Allowed Class 2A et seq. Claim;
(ii) deferred Cash payments totaling at least the Allowed amount of such Allowed Class 2A et seq. Claim, of a value, as of the Effective Date, of at least the value of such Holder's interest in the Collateral securing the Allowed Class 2A et seq. Claim; (iii) the Collateral securing such Holder's Allowed Class 2A et seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of the value of such Holder's interest in the Collateral securing the Allowed Class 2A et seq. Claim; (v) Reinstatement of such Class 2A et seq. Claim; or (vi) such other treatment as the Debtor and such Holder shall have agreed upon in

47

writing. The Debtor will make the foregoing election and provide notice of such election to the applicable Holder of an Allowed Class 2A et seq. Claim no later than 14 days prior to the Voting Deadline. To the extent the Debtor elects clause (i), (ii), (iv), (v) or (vi) above, any liability associated with such treatment shall be satisfied with funds from Cricket.

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

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

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

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

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

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

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

SECTION 3.03 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN CCH

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

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

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

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

CCH Class 3 - Priority Claims. Unless otherwise agreed to by CCH and the applicable Holder of a Claim, each Holder of an Allowed Claim in Class 3 will, in full satisfaction, settlement, release, discharge of and in exchange for such Claim, be paid the

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

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

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

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

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

SECTION 3.04 TREATMENT OF CLASSIFIED CLAIMS AGAINST AND INTERESTS IN CRICKET

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

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

This Class will be further divided into subclasses designated by letters of the alphabet (CLASS 2C, CLASS 2D, and so on), so that each Holder of any Secured Claim is in a Class by itself, except to the extent that there are Secured Claims that are substantially similar to each other and may be included within a single Class. Each Allowed Secured Claim in Class 2A et seq. shall, in the discretion of the Debtor with the consent of the Informal Vendor Debt Committee, receive, in full satisfaction, settlement, release and discharge of and in exchange for its Claim, any one or a combination of any of the following: (i) Cash in an amount equal to such

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Allowed Class 2A et seq. Claim; (ii) deferred Cash payments totaling at least the Allowed amount of such Allowed Class 2A et seq. Claim, of a value, as of the Effective Date, of at least the value of such Holder's interest in the Collateral securing the Allowed Class 2A et seq. Claim; (iii) the Collateral securing such Holder's Allowed Class 2A et seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of the value of such Holder's interest in the Collateral securing the Allowed Class 2A et seq. Claim; (v) Reinstatement of such Class 2A et seq. Claim; or (vi) such other treatment as the Debtor and such Holder shall have agreed upon in writing. The Debtor will make the foregoing election and provide notice of such election to the applicable Holder of an Allowed Class 2A et seq. Claim no later than 14 days prior to the Voting Deadline.

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

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

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

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

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

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

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

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

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

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

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

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

License Holding Company Class 3 - Priority Claims. Unless otherwise agreed to by the parties, each Holder of an Allowed Claim in Class 3 will, in full satisfaction, settlement, release, discharge of and in exchange for such Claim, be paid the Allowed Amount of such Claim in full in Cash by the applicable Reorganized License Holding Company on or before the later of (i) the Effective Date or as soon as practicable thereafter, (ii) the date such Claim becomes an Allowed Claim and (iii) the date that such Claim would be paid in accordance with

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any terms and conditions of any agreements or understandings relating thereto between the applicable License Holding Company and the Holder of such Claim. Allowed Claims in Class 3 are Unimpaired under the Plan and the Holders of Allowed Claims in Class 3 will be deemed to have accepted the Plan.

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

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

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

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

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

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

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

This Class will be further divided into subclasses designated by letters of the alphabet (CLASS 2B, CLASS 2C, and so on), so that each Holder of any Secured Claim is in a Class by itself, except to the extent that there are Secured Claims that are substantially similar to each other and may be included within a single Class. Each Allowed Secured Claim in Class 2A et seq. shall, in the discretion of the Debtor with the consent of the Informal Vendor Debt Committee, receive, in full satisfaction, settlement, release and discharge of and in exchange for its Claim, any one or a combination of any of the following: (i) Cash in an amount equal to such Allowed Class 2A et seq. Claim;
(ii) deferred Cash payments totaling at least the Allowed amount of such Allowed Class 2A et seq. Claim, of a value, as of the Effective Date, of at least the value of such Holder's interest in the Collateral securing the Allowed Class 2A et seq. Claim;

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(iii) the Collateral securing such Holder's Allowed Class 2A et seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of the value of such Holder's interest in the Collateral securing the Allowed Class 2A et seq. Claim;
(v) Reinstatement of such Class 2A et seq. Claim; or (vi) such other treatment as the Debtor and such Holder shall have agreed upon in writing. The Debtor will make the foregoing election and provide notice of such election to the applicable Holder of an Allowed Class 2A et seq. Claim no later than 14 days prior to the Voting Deadline.

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

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

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

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

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

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

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

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

This Class will be further divided into subclasses designated by letters of the alphabet (CLASS 1B, CLASS 1C, and so on), so that each Holder of any Secured Claim is in a Class by itself, except to the extent that there are Secured Claims that are substantially similar to each other and may be included within a single Class. Each Allowed Secured Claim in Class 1A et seq. shall, in the discretion of the Debtor with the consent of the Informal Vendor Debt Committee, receive, in full satisfaction, settlement, release and discharge of and in exchange for its Claim, any one or a combination of any of the following: (i) Cash in an amount equal to such Allowed Class 1A et seq. Claim;
(ii) deferred Cash payments totaling at least the Allowed amount of such Allowed Class 1A et seq. Claim, of a value, as of the Effective Date, of at least the value of such Holder's interest in the Collateral securing the Allowed Class 1A et seq. Claim; (iii) the Collateral securing such Holder's Allowed Class 1A et seq. Claim; (iv) payments or Liens amounting to the indubitable equivalent of the value of such Holder's interest in the Collateral securing the Allowed Class 1A et seq. Claim; (v) Reinstatement of such Class 1A et seq. Claim; or (vi) such other treatment as the Debtor and such Holder shall have agreed upon in writing. The Debtor will make the foregoing election and provide notice of such election to the applicable Holder of an Allowed Class 1A et seq. Claim no later than 14 days prior to the Voting Deadline. To the extent the Debtor elects clause (i),
(ii), (iv), (v) or (vi) above, any liability associated with such treatment shall be satisfied with funds from Cricket.

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

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

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

Other Subsidiary Class 4 - Intercompany Claim. Each Holder of an Allowed Class 4 Claim shall, in full satisfaction, settlement, release, discharge of and in exchange for such Claim, receive the Intercompany Release under the Plan on account of such Claim as of the

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Initial Distribution Date. Class 4 is Impaired under the Plan and therefore entitled to vote to accept or reject the Plan.

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

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

ARTICLE IV.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

SECTION 4.01 ASSUMPTION AND CURE

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

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

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

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

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

SECTION 4.02 REJECTION AND DAMAGES

On or before 17 days prior to the Voting Deadline, the Debtors will File a schedule of executory contracts and non-residential real property leases that they intend to reject (the "Rejection Schedule"). Within one business day following the Filing of the Rejection Schedule, the Debtors will serve the Rejection Schedule on the non-debtor parties to the contracts and leases, the Official Committee and the Informal Vendor Debt Committee. The Rejection Schedule will indicate those contracts and leases that will be rejected as of the Confirmation Date, and which will be rejected on or before the Effective Date. The Debtors reserve the right to amend the Rejection Schedule at or prior to the Confirmation Hearing. All Claims for damages arising from the rejection of executory contracts or unexpired leases must be Filed with the Court in accordance with the terms of the order authorizing such rejection, or, if not rejected by separate order, within sixty (60) days from the entry of the Confirmation Order. Any Claims not Filed within such time will be forever barred from assertion against the Debtors, the Estates, the Reorganized Debtors and the Leap Creditor Trust, unless a stipulation has been entered into with respect to the rejection of such executory contract or unexpired lease by the applicable Debtor and non-Debtor party, with the approval of the Official Committee or the Leap Creditor Trust Trustee, as applicable, for executory contracts and unexpired leases to which Leap is a party or with the approval of the Informal Vendor Debt Committee for all other executory contracts and unexpired leases. Each of the Allowed Claims arising from the rejection of executory contracts or unexpired leases shall be treated as a General Unsecured Claim of the applicable Debtor that was party to such contract or lease. The Reorganized Debtors and the

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Leap Creditor Trust Trustee shall have 60 days from the date of such filing to File an objection to any Claim for rejection damages.

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

ARTICLE V.

MEANS FOR EXECUTION

AND IMPLEMENTATION OF THE PLAN

SECTION 5.01 OVERVIEW OF PLAN IMPLEMENTATION

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

SECTION 5.02 DISTRIBUTIONS

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

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

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

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

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

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

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

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

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those in the hands of the Holders shown on the books and records of the Debtors as of the Confirmation Hearing unless otherwise identified on a Filed proof of claim.

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

SECTION 5.03 THE OFFICIAL COMMITTEE

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

SECTION 5.04 VESTING OF ASSETS

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

SECTION 5.05 PRESERVATION OF CAUSES OF ACTION

Except in any contract, instrument, release or other agreement entered into in connection with the Plan or as otherwise provided in the Plan (and subject to the following paragraph), in accordance with section 1123(b) of the Bankruptcy Code, each Reorganized Debtor shall retain all Litigation Claims that each Debtor or the Estate may hold against any Person; provided, however, that Litigation Claims listed in Leap's Schedules, as well as any Eligible Leap Avoidance Actions and Eligible Leap Causes of Action, shall be transferred to the Leap Creditor Trust on the Effective Date. The Leap Creditor Trust Trustee shall have the rights prescribed in 11 U.S.C. 1123(b)(3)(B) to pursue or settle such Claims. Attached to the Disclosure Statement as Exhibit L is a Schedule of Litigation Claims that will be transferred to the Leap Creditor Trust. During the period (if any) subsequent to the Initial Distribution Date and prior to the Effective Date, but subject to the negotiation, execution and approval by the Court of a customary joint defense agreement among the Debtors, the Official Committee and the Leap Creditor Trust Trustee, the Debtors shall provide the Official Committee and the Leap Creditor Trust Trustee with all pleadings and relevant documentation in connection with Leap Litigation Claims and Eligible Leap Avoidance Actions, as well as periodic monthly updates as to progress of any litigation or formal or informal settlement offers in connection therewith. The Official Committee and the Leap Creditor Trust shall have the right to oversee and comment on such progress and any settlement proposals, and during such period, no Leap Litigation Claim or

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Eligible Leap Avoidance Actions will be settled before the Effective Date without the express written consent of the Official Committee. In addition, the Leap Creditor Trust Trustee and the Official Committee shall have standing to make a motion to the Court to settle or prosecute any such Litigation Claim or Eligible Leap Avoidance Action to the extent they deem appropriate.

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

Notwithstanding the foregoing, the Plan implements, as of the Initial Distribution Date, the Intercompany Releases and other settlements representing a global settlement of all (a) Intercompany Claims and (b) Litigation Claims (arising out of or related to intercompany transfers described below) between the Debtors, their Estates, the Holders of Old Vendor Debt, the Informal Vendor Debt Committee, the Holders of Leap General Unsecured Claims and the Official Committee, and is the product of months of investigation and negotiations among the foregoing parties (including the Informal Noteholder Committee prior to the appointment of the Official Committee). In particular, and without limitation, in exchange for (i) the distributions made pursuant to the Plan and (ii) the full releases of Claims that might be asserted by the non-Leap Debtors, their Estates and/or the Holders of Old Vendor Debt as set forth below, Leap, its Estate and the Holders of Leap General Unsecured Claims in such capacity are granting full releases of all Intercompany Claims and Litigation Claims against the non-Leap Debtors, their Estates and the current of Old Vendor Debt (in the capacity as such Holder) and the current and former administrative agents under the Vendor Debt Facilities (in the capacity as such agent) and other Holders of Claims or Interests against or in any non-Leap Debtor, arising out of or related to transfers of cash or property from Leap to any non-Leap Debtor or for the benefit of the current or former Holders of Old Vendor Debt (in the capacity as such Holder) or the current or former administrative agents under the Vendor Debt Facilities (in the capacity as such agent) or other Holders of Claims or Interests against or in any non-Leap Debtor, including for, inter alia, fraudulent transfers, preferences, equitable subordination and breach of fiduciary duty. Similarly, and without limitation, in exchange for the full releases of Claims that might be asserted by Leap, its Estate and/or the Holders of Leap General Unsecured Claims as set forth above, each non-Leap Debtor, their Estates and the Holders of Old Vendor Debt in such capacity are granting full releases of all Intercompany Claims and Litigation Claims against Leap and its Estate (and the Holders of Claims and Interests against or in Leap, including the Holders of Leap General Unsecured Claims) arising out of or related to the failure to transfer cash or property from Leap to any non-Leap Debtor or for the benefit of the current or former Holders of Old Vendor Debt (in the capacity as such Holder) or current or former administrative agents under the Vendor Debt Facilities (in the capacity as such agent), or other Holders of Claims or Interests against or in any non-Leap Debtor, including for, inter alia, breach of contract. Each such non-Leap Debtor, its Estate, all Holders of Claims or Interests against such non-Leap Debtors claiming through such non-Leap Debtors, and the current and former Holders

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of Old Vendor Debt (in the capacity as such Holder) and the current and former administrative agents under the Vendor Debt Facilities (in the capacity as such agent) are waiving any right to seek recovery from any of the Leap Creditor Trust Assets in connection with such Claims, whether or not such Leap Creditor Trust Assets have been transferred to the Leap Creditor Trust as of the Initial Distribution Date. The effectiveness of the foregoing releases to former Holders of Old Vendor Debt (in the capacity as such Holder) and former administrative agents under the Vendor Debt Facilities (in the capacity as such agent) is expressly conditioned upon the granting of mutual releases by such parties to Leap, its Estate and the Holders of Leap General Unsecured Claims. If a former Holder of Old Vendor Debt (in the capacity as such Holder) or former administrative agent under the Vendor Debt Facilities (in the capacity as such agent) asserts any claim released hereunder against Leap, its Estate and the Holders of Leap General Unsecured Claims, such former Holder of Old Vendor Debt (in the capacity as such Holder) or former administrative agent under the Vendor Debt Facilities (in the capacity as such agent) shall not be entitled to the benefits of the releases described herein.

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

SECTION 5.06 AMENDED DEBTOR BYLAWS AND CERTIFICATES OF INCORPORATION

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

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

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

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

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Effective Date in a Schedule Filed with the Court at least 5 days prior to the Confirmation Hearing.

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

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

SECTION 5.08 DISBURSING AGENTS

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

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

SECTION 5.09 DISCHARGE OF REORGANIZED DEBTORS AND INJUNCTION

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

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Confirmation Order shall act as a discharge of any and all Claims against and all debts and liabilities of the Reorganized Debtors, as provided in sections 524 and 1141 of the Bankruptcy Code, and such discharge shall void any judgment against each Reorganized Debtor at any time obtained to the extent that it relates to a Claim discharged.

Except as provided in the Confirmation Order, all Persons that have held, currently hold or may hold a Claim or other debt or liability or an Interest or other right of such Holders, are permanently enjoined from taking any of the following actions on account of any such Claims, debts or liabilities or Interests or rights: (a) commencing or continuing in any manner any action or other proceeding against any of the Debtors, the Informal Vendor Debt Committee (and each of its members in such capacity), the Informal Noteholder Committee (and each of its members in such capacity), the Official Committee (and each of its members in such capacity), the Old Indenture Trustee and counsel and other professional persons retained by the Debtors, the Informal Vendor Debt Committee, the Noteholder Committee, the Official Committee, and the Old Indenture Trustee, and each of their respective affiliates, current or former officers, directors, agents, employees and representatives; (b) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order against any of the Debtors, the Informal Vendor Debt Committee (and each of its members in such capacity), the Informal Noteholder Committee (and each of its members in such capacity), the Official Committee (and each of its members in such capacity), the Old Indenture Trustee and counsel and other professional persons retained by any of the Debtors, the Informal Vendor Debt Committee, the Informal Noteholder Committee, the Official Committee, and the Old Indenture Trustee, and each of their respective affiliates, current or former officers, directors, agents, employees and representatives; (c) creating, perfecting or enforcing any Lien or encumbrance against any of the Debtors, the Informal Vendor Debt Committee (and each of its members in such capacity), the Informal Noteholder Committee (and each of its members in such capacity), the Official Committee (and each of its members in such capacity), the Old Indenture Trustee and counsel and other professional persons retained by any of the Debtors, the Informal Vendor Debt Committee, the Informal Noteholder Committee, the Official Committee, and the Old Indenture Trustee, and each of their respective affiliates, current or former officers, directors, agents, employees and representatives; (d) asserting a setoff, right of subrogation or recoupment of any kind against any obligation due to any of the Debtors, the Informal Vendor Debt Committee (and each of its members in such capacity), the Informal Noteholder Committee (and each of its members in such capacity), the Official Committee (and each of its members in such capacity), the Old Indenture Trustee and counsel and other professional persons retained by any of the Debtors, the Informal Vendor Debt Committee, the Informal Noteholder Committee, the Official Committee, and the Old Indenture Trustee, and each of their respective affiliates, current or former officers, directors, agents, employees and representatives; and (e) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan.

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

The foregoing releases do not extend to any claim (a) by Lucent that could be brought with respect to any transfer by a Debtor to Cricket Performance I (to the extent such claim was preserved by a timely filed proof of claim) or against Cricket Performance I or (b) by Nortel that could be brought with respect to any transfer by a Debtor to Cricket Performance II

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(to the extent such claim was preserved by a timely filed proof of claim) or against Cricket Performance II).

SECTION 5.10 NO LIABILITY FOR SOLICITATION OR PARTICIPATION

As specified in section 1125(e) of the Bankruptcy Code, Persons that solicit acceptances or rejections of the Plan and/or that participate in the offer, issuance, sale, or purchase of securities offered or sold under the Plan (including but not limited to the Debtors, the Informal Vendor Debt Committee (and each of its members in such capacity), the Informal Noteholder Committee (and each of its members in such capacity), the Official Committee (and each of its members in such capacity), the Old Indenture Trustee and counsel and other professional persons retained by any of the Debtors, the Informal Vendor Debt Committee, the Informal Noteholder Committee, the Official Committee, and the Old Indenture Trustee, and each of their respective affiliates, current or former officers, directors, agents, employees and representatives), in good faith and in compliance with the applicable provisions of the Bankruptcy Code, shall not be liable, on account of such solicitation or participation, for violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or the offer, issuance, sale, or purchase of securities.

SECTION 5.11 LIMITATION OF LIABILITY

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

SECTION 5.12 OBJECTIONS TO CLAIMS

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

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provided in the Plan) shall have the authority to File objections, settle, compromise, withdraw or litigate to judgment objections to Claims.

Except as otherwise provided in the Plan, objections to any Disputed Claim shall be Filed within 60 days after the Effective Date, or within such additional period of time as the Court may allow upon motion made by the Reorganized Debtors or the Leap Creditor Trust Trustee, as applicable, within such 60 day period. Any such objection that is not timely Filed shall be deemed forever waived by the Reorganized Debtors' Estates and the Leap Creditor Trust, as applicable, and neither the Reorganized Debtors, the Leap Creditor Trust Trustee nor any other party-in-interest shall have any right to pursue the same. Pursuant to Orders with respect to the Debtors' interim use of cash collateral, the Court limited the ability of certain parties-in-interest to challenge the validity, priority or enforceability of the Liens asserted against the Debtors by the Holders of Old Vendor Debt. As of the date hereof, no party-in-interest may bring such a challenge, other than the Official Committee, which must bring any such challenge no later than September 26, 2003. Nothing contained herein shall modify any of the foregoing Orders.

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

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

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

THE DEBTORS HAVE NOT FULLY REVIEWED THE CLAIMS IN THE CASE OR DETERMINED WHETHER OBJECTIONS TO CLAIMS EXIST. THIS INVESTIGATION IS ONGOING AND WILL OCCUR, IN LARGE PART, AFTER THE CONFIRMATION DATE. AS A RESULT, CREDITORS AND OTHER PARTIES-IN-INTEREST ARE HEREBY ADVISED THAT, NOTWITHSTANDING THAT THE EXISTENCE OF ANY PARTICULAR OBJECTION TO A DISPUTED CLAIM MAY NOT BE LISTED, DISCLOSED OR SET FORTH IN THIS PLAN, AN OBJECTION TO A CLAIM MAY BE BROUGHT AGAINST ANY CREDITOR OR PARTY-IN-INTEREST AT ANY

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TIME, SUBJECT TO THE TIME LIMITATIONS SET FORTH IN THIS PARAGRAPH 5.12 AND THE LIMITATION THAT AN OBJECTION MAY BE ASSERTED ONLY WITH RESPECT TO DISPUTED CLAIMS CONTEMPLATED WITHIN THE OBJECTION SCHEDULE. IN ADDITION TO THE FOREGOING, WITH RESPECT TO THE DISPUTED CLAIMS SCHEDULE, THE DEBTORS, THE REORGANIZED DEBTORS AND THE LEAP CREDITOR TRUST TRUSTEE, AS APPLICABLE, RETAIN AND HEREBY RESERVE THE RIGHT TO OBJECT TO (i) ANY CLAIMS FILED AFTER THE BAR DATE OF JUNE 28, 2003, (ii) ANY CLAIMS FILED BY ADDITIONAL PARTIES AFTER THE SUPPLEMENTAL BAR DATE OF SEPTEMBER 2, 2003 AND (iii) ANY CLAIMS FILED IN ORDER TO SET FORTH DAMAGES ARISING FROM THE REJECTION OF AN EXECUTORY CONTRACT OR OTHER AGREEMENT WITH THE DEBTORS. THE DEBTORS, THE REORGANIZED DEBTORS AND THE LEAP CREDITOR TRUST TRUSTEE, AS APPLICABLE, FURTHER RETAIN AND HEREBY RESERVE THE RIGHT TO OBJECT TO CLAIMS INADVERTENTLY OMITTED FROM THE DISPUTED CLAIMS SCHEDULES, WHICH OBJECTIONS WILL NOT MATERIALLY AND ADVERSELY AFFECT THE CLAIMS OF THE REMAINING CREDITORS OF THE DEBTORS' ESTATES. FINALLY, THE DEBTORS AND THE REORGANIZED DEBTORS RETAIN AND HEREBY RESERVE THE RIGHT TO OBJECT TO AMOUNTS THAT HAVE BEEN SCHEDULED BY THE DEBTORS, OR REFLECTED IN THE DEBTORS' BOOKS AND RECORDS, AND WHICH ARE FOUND TO BE OBJECTIONABLE IN ANY RESPECT.

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

SECTION 5.13 OTHER DOCUMENTS AND ACTIONS

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

SECTION 5.14 CORPORATE ACTION

The creation of the Leap Creditor Trust and the appointment of the Leap Creditor Trust Trustee shall be deemed to have occurred and be effective on the Initial Distribution Date, and the issuance of the New Leap Common Stock, New Cricket Common Stock, New License Holding Company Common Stock, New Property Holding Company Common Stock and New Other Subsidiary Common Stock, the New Senior Notes, the adoption of the Amended Debtor Certificates of Incorporation and the selection of the Persons who will serve as the initial directors and officers of the Reorganized Debtors as of the Effective Date, and other matters under the Plan involving the corporate structure of each Debtor or corporate action by each Debtor, shall be deemed to have occurred and be effective on and after the Effective Date without any requirement of further action by the stockholders or directors of each Debtor.

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Without limiting the foregoing, upon entry of the Confirmation Order by the Clerk, the filing by each Reorganized Debtor of its respective Amended Debtor Certificate of Incorporation shall be authorized and approved in all respects. On the Effective Date or as soon thereafter as is practicable, pursuant to applicable law, the Amended Debtor Bylaws of each Debtor shall be the bylaws of each Reorganized Debtor (as appropriate).

SECTION 5.15 RETIREE BENEFITS

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

SECTION 5.16 EMPLOYEE BENEFITS

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

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

(a) Old Indenture Trustee's Lien

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

(b) Tax Reporting

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Anything in this Plan to the contrary notwithstanding, but subject to the terms of the Indenture and to applicable law, none of the Old Indenture Trustee, the Disbursing Agent or the Leap Creditor Trust Trustee shall have any obligation to pay, make withholdings in respect of, or make any filings with or reportings to any governmental entity or agency or any other Person in respect of, any tax or tax-related obligations in respect of the Old Leap Notes or any distributions pursuant to this Plan or the Leap Creditor Trust in respect of the Old Leap Notes. Instead, (i) the beneficial holder of each Old Leap Note shall have the obligation to pay all taxes in respect of such distributions, and
(ii) the top-tier Depository Trust Company participant in respect of each Old Leap Note shall have the obligation to comply with all such withholding, filing and reporting requirements.

(c) Indenture

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

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

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

ARTICLE VI.

CONFIRMATION AND EFFECTIVE DATE CONDITIONS

SECTION 6.01 CONDITIONS TO CONFIRMATION

The conditions to Confirmation shall be the following:

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

(b) The Confirmation Order shall (i) be acceptable in form and substance to the Debtors, the Informal Vendor Debt Committee, and the Official Committee and (ii) expressly authorize and direct the Debtors to perform the actions that are conditions to the effectiveness of the Plan; and

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

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

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

SECTION 6.02 CONDITIONS TO INITIAL DISTRIBUTION DATE

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

SECTION 6.03 CONDITIONS TO EFFECTIVE DATE

The Plan shall not become effective unless and until it has been confirmed and the following conditions have been satisfied in full or waived: (1) the Confirmation Order in a form satisfactory to the Debtors, the Informal Vendor Debt Committee and the Official Committee shall have become a Final Order; (2) all authorizations, consents and regulatory approvals (including, without limitation, any approvals required under regulations relating to the change in ownership of the Debtors upon the Effective Date) required (if any) for the Plan's effectiveness shall have been obtained including, without limitation, all FCC approvals and consents in form and substance reasonably acceptable to the Informal Vendor Debt Committee; (3) the New Senior Notes Indenture has been qualified under the Trust Indenture Act of 1939, as amended, if required; (4) the Debtors shall have purchased, at Cricket's expense, directors' and officers' liability insurance for the directors and officers of the Reorganized Debtors in form and amounts reasonably acceptable to the Informal Vendor Debt Committee; and (5) all other actions and documents necessary to implement the treatment of Claims and Interests shall have been effected or executed or, if waivable, waived by the Person or Persons entitled to the benefit thereof. Notwithstanding anything set forth herein, the occurrence of the Effective Date is not a condition precedent to the occurrence of the Initial Distribution Date.

SECTION 6.04 WAIVER OF CONDITIONS

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

SECTION 6.05 EFFECT OF FAILURE OF CONDITIONS

Except as provided in the next paragraph, in the event that the Effective Date does not occur within one year following Confirmation, upon notification submitted by the Debtors to the Court: (a) the Confirmation Order shall be vacated, (b) no additional distributions under the Plan shall be made,
(c) the Debtors and all Holders of Claims and Interests shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though the

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Confirmation Date had never occurred, and (d) the Debtors' obligations with respect to the Claims and Interests shall remain unchanged (except to the extent of any post-Confirmation pre-Effective Date payments) and nothing contained in the Plan shall constitute or be deemed a waiver or release of any Claims or Interests by or against the Debtors or any other Person or to prejudice in any manner the rights of the Debtors or any Person in any further proceedings involving the Debtors.

Notwithstanding anything set forth above, if the Debtors notify the Court that the Effective Date will not occur in accordance with the procedures set forth above, and the Initial Distribution Date has already occurred at the time of such notification, (i) the Holders of Allowed Claims against Leap and the Leap Creditor Trust will be entitled to retain all assets that have been transferred to them on the Initial Distribution Date or thereafter pursuant to the Plan prior to such notification (including but not limited to the Leap General Unsecured Claim Cash Distribution and the Cash proceeds of any Leap Creditor Trust Assets to the extent such Leap Creditor Trust Assets were converted to Cash prior to such notification); (ii) the Leap Creditor Trust shall retain the right to receive a distribution equal to but not greater than the value of the Leap General Unsecured Claim Equity Distribution, to be paid at a time and in a manner to be agreed upon by the Official Committee, the Informal Vendor Debt Committee and the Debtors, or otherwise pursuant to Court Order; and (iii) Leap, its Estate and its creditors shall be entitled to the benefit of the Intercompany Releases from the non-Leap Debtors and their Estates and the Holders of Old Vendor Debt, as described in Section 5.05 of the Plan. In exchange, Leap, its Estate and the Holders of Leap General Unsecured Claims shall be deemed to implement the Intercompany Releases and to release the non-Leap Debtors and their creditors (including the current and former Holders of Old Vendor Debt (in the capacity as such Holder) and the current and former administrative agents under the Vendor Debt Facilities (in the capacity as such agent)) from all Intercompany Claims and Litigation Claims (as described in Section 5.05) held or asserted by Leap and/or the Holders of Leap General Unsecured Claims as of the Initial Distribution Date. Upon the implementation of the Intercompany Releases as of the Initial Distribution Date, all non-Leap Debtors and their Estates, the current and former Holders of Old Vendor Debt (in the capacity as such Holder) and the current and former administrative agents under the Vendor Debt Facilities (in the capacity as such agent), and all Holders of Claims or Interests against such non-Leap Debtors claiming through such non-Leap Debtors shall be deemed to have waived any rights or Claims against the Leap Creditor Trust Assets and the Leap General Unsecured Claim Cash Distribution, and, subject to the satisfaction of all Allowed Administrative Claims against Leap and Allowed Priority Claims against Leap, only Holders of Leap General Unsecured Claims shall have a right against the Leap Creditor Trust Assets, whether or not the Effective Date occurs. The effectiveness of the foregoing releases to former Holders of Old Vendor Debt (in the capacity as such Holder) and former administrative agents under the Vendor Debt Facilities (in the capacity as such agent) is expressly conditioned upon the granting of mutual releases by such parties to Leap, its Estate and the Holders of Leap General Unsecured Claims. If a former Holder of Old Vendor Debt (in the capacity as such Holder) or former administrative agent under the Vendor Debt Facilities (in the capacity as such agent) asserts any claim released hereunder against Leap, its Estate and the Holders of Leap General Unsecured Claims, such former Holder of Old Vendor Debt (in the capacity as such Holder) or former administrative agent under the Vendor Debt Facilities (in the capacity as such agent) shall not be entitled to the benefits of the releases described herein.

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SECTION 6.06 ORDER DENYING CONFIRMATION

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

ARTICLE VII.

CONFIRMABILITY OF PLAN AND CRAMDOWN

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

ARTICLE VIII.

PROVISIONS REGARDING VOTING AND DISTRIBUTIONS

UNDER THE PLAN AND TREATMENT OF DISPUTED,

CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS

SECTION 8.01 VOTING OF CLAIMS AND INTERESTS

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

SECTION 8.02 METHOD OF DISTRIBUTIONS UNDER THE PLAN

(a) Distributions Under the Plan

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

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preceding calendar quarter and (b) to Holders of Disputed Claims or Disputed Interests in any such Class whose Claims or Interests were Allowed during the preceding calendar quarter. Such quarterly distributions will also be in the full amount that the Plan provides for Allowed Claims or Allowed Interests in the applicable Class. Notwithstanding the foregoing, distributions to Holders of Disputed Secured Claims shall be paid as soon as practicable after such Claims are Allowed.

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

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

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

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

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

(b) Timing and Methods of Distributions

(i) Compliance with Tax Requirements

In connection with the Plan, to the extent applicable and except as provided in Section 5.17(b) of this Plan, each Disbursing Agent must comply with all tax withholding and reporting requirements imposed on it by any governmental unit, and all distributions pursuant to

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the Plan will be subject to such withholding and reporting requirements. The Disbursing Agents will be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements.

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

(ii) Pro Rata Distribution

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

(iii) Distribution Record Date

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

(iv) Fractional Shares

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

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

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

SECTION 8.04 UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS

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

SECTION 8.05 DISPUTED CLAIMS; RESERVE AND ESTIMATIONS

(a) Treatment of Disputed Claims

Notwithstanding any other provisions of the Plan, no payments or distributions will be made on account of a Disputed Claim or a Disputed Interest until such Claim or Interest becomes an Allowed Claim or Allowed Interest. The Leap Creditor Trust Trustee or Reorganized Debtors, as applicable, may, at any time, request that the Court estimate any contingent or unliquidated Claim pursuant to section 502(c) of the Bankruptcy Code, irrespective of whether any Debtor previously objected to such Claim or whether the Court has ruled on any such objection. The Court will retain jurisdiction to estimate any contingent or unliquidated Claim at any time during litigation concerning any objection to the Claim, including during the

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pendency of any appeal relating to any such objection. If the Court estimates any contingent or unliquidated Claim, that estimated amount will constitute either the Allowed Amount of such Claim or a maximum limitation on such Claim, as determined by the Court. If the estimated amount constitutes a maximum limitation on such Claim, the Leap Creditor Trust Trustee or Reorganized Debtors, as applicable, may elect to pursue any supplemental proceedings to object to any ultimate payment on account of such Claim. All of these Claims objection, estimation and resolution procedures are cumulative and not necessarily exclusive of one another. In addition to seeking estimation of Claims as provided in the Plan, the Leap Creditor Trust Trustee or Reorganized Debtors, as applicable, may resolve or adjudicate certain Disputed Claims of Holders in Unimpaired Classes in the manner in which the amount of such Claim and the rights of the Holder of such Claim would have been resolved or adjudicated if the Chapter 11 Cases had not been commenced, subject to any applicable discharge and limitations on amounts of claims and remedies available under bankruptcy law. Claims may be subsequently compromised, settled, withdrawn or resolved by the Leap Creditor Trust Trustee or Reorganized Debtors, as applicable.

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

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

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

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

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(d) Reserve for Leap Administrative and Priority Claims

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

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

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

(f) Reserve for Disputed Old Vendor Debt Claims

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

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Cricket shall be distributed to the Holders of Allowed Old Vendor Debt Claims on a Pro Rata basis.

SECTION 8.06 SETOFFS

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

ARTICLE IX.

IMPLEMENTATION AND EFFECT

OF CONFIRMATION OF THIS PLAN

SECTION 9.01 EFFECT OF CONFIRMATION OF THE PLAN

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

ARTICLE X.

RETENTION OF JURISDICTION

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

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

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

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

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

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

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

(g) Resolve any cases, controversies, suits or disputes that may arise in connection with the consummation, interpretation or enforcement of the Plan or the Confirmation Order, including the release and injunction provisions set forth in and contemplated by the Plan and the Confirmation Order, or any entity's rights arising under or obligations incurred in connection with the Plan or the Confirmation Order;

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

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

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

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

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

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

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The foregoing list is illustrative only and not intended to limit in any way the Court's exercise of jurisdiction. If the Court abstains from exercising jurisdiction or is otherwise without jurisdiction over any matter arising out of the Chapter 11 Cases, including without limitation the matters set forth in this Article, this Article shall have no effect upon and shall not control, prohibit, or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter.

ARTICLE XI.

MISCELLANEOUS PROVISIONS

SECTION 11.01 EXEMPTION FROM TRANSFER TAXES

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

SECTION 11.02 PAYMENT OF STATUTORY FEES

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

SECTION 11.03 MODIFICATION OR WITHDRAWAL OF THE PLAN

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

SECTION 11.04 GOVERNING LAW

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

SECTION 11.05 FILING OR EXECUTION OF ADDITIONAL DOCUMENTS

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

SECTION 11.06 WITHHOLDING AND REPORTING REQUIREMENTS

In connection with the Plan and all instruments issued in connection therewith and distributions thereon, to the extent applicable and except as provided in Section 5.17(b) of this Plan, the Leap Creditor Trust Trustee and the Reorganized Debtors shall comply with all withholding and reporting requirements imposed by any federal, state, local or foreign taxing authority and all distributions thereunder shall be subject to any such withholding and reporting requirements.

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

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

SECTION 11.08 HEADINGS

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

SECTION 11.09 EXHIBITS AND SCHEDULES

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

SECTION 11.10 NOTICES

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

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

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

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SECTION 11.11 PLAN SUPPLEMENT

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

SECTION 11.12 CONFLICT

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

SECTION 11.13 SUCCESSORS AND ASSIGNS

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

SECTION 11.14 SATURDAY, SUNDAY OR LEGAL HOLIDAY

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

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

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

SECTION 11.16 SEVERABILITY OF PLAN PROVISIONS

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

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SECTION 11.17 BALLOTING

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

SECTION 11.18 NO ADMISSIONS OR WAIVER OF OBJECTIONS

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

SECTION 11.19 SURVIVAL OF SETTLEMENTS

All Court-approved settlements shall survive consummation of the Plan, except to the extent that any provision of any such settlement is inconsistent with the Plan, in which case the provisions of the Plan shall supersede such inconsistent provision of such settlement.

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

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

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

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

Dated: July 30, 2003                CRICKET COMMUNICATIONS, INC.

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

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

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

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

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

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

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

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