1065049--3/1/2007--LEAP_WIRELESS_INTERNATIONAL

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{debt, indebtedness, cash}

{system, service, information}

{product, market, service}

{acquisition, growth, future}

{regulation, government, change}

{provision, law, control}

{tax, income, asset}

{property, intellectual, protect}

{cost, operation, labor}

{cost, regulation, environmental}

{control, financial, internal}

{personnel, key, retain}

{interest, director, officer}

{condition, economic, financial}

{stock, price, share}

{cost, contract, operation}

{stock, price, operating}

We Face Increasing Competition Which Could Have a Material Adverse Effect on Demand for the Cricket Service. We May Be Unable to Obtain the Roaming Services We Need From Other Carriers to Remain Competitive We Previously Identified Material Weaknesses in Our Internal Control Over Financial Reporting, and Our Business and Stock Price May Be Adversely Affected If Our Internal Controls Are Not Effective. Our Primary Business Strategy May Not Succeed in the Long Term. We Expect to Incur Substantial Costs in Connection with the Build-Out of Our New Markets, and any Delays or Cost Increases in the Build-Out of Our New Markets Could Adversely Affect Our Business. If We Are Unable to Manage Our Planned Growth, Our Operations Could Be Adversely Impacted. Our Significant Indebtedness Could Adversely Affect Our Financial Health and Prevent Us From Fulfilling Our Obligations. Despite Current Indebtedness Levels, We May Incur Substantially More Indebtedness. This Could Further Increase the Risks Associated with Our Leverage. To Service Our Indebtedness and Fund Our Working Capital and Capital Expenditures, We Will Require a Significant Amount of Cash. Our Ability to Generate Cash Depends on Many Factors Beyond Our Control. We May Be Unable to Refinance Our Indebtedness. Covenants in Our Indenture and Credit Agreement and Other Credit Agreements or Indentures That We May Enter Into in the Future May Limit Our Ability to Operate Our Business. Rises in Interest Rates Could Adversely Affect our Financial Condition. The Wireless Industry is Experiencing Rapid Technological Change, and We May Lose Customers if We Fail to Keep Up with These Changes. The Loss of Key Personnel and Difficulty Attracting and Retaining Qualified Personnel Could Harm Our Business. Risks Associated with Wireless Handsets Could Pose Product Liability, Health and Safety Risks That Could Adversely Affect Our Business. We Rely Heavily on Third Parties to Provide Specialized Services; a Failure by Such Parties to Provide the Agreed Upon Services Could Materially Adversely Affect Our Business, Results of Operations and Financial Condition. System Failures Could Result in Higher Churn, Reduced Revenue and Increased Costs, and Could Harm Our Reputation. We May Not be Successful in Protecting and Enforcing Our Intellectual Property Rights. We May Be Subject to Claims of Infringement Regarding Telecommunications Technologies That Are Protected by Patents and Other Intellectual Property Rights. Regulation by Government Agencies May Increase Our Costs of Providing Service or Require Us to Change Our Services. If Call Volume under Our Cricket and Jump Mobile Services Exceeds Our Expectations, Our Costs of Providing Service Could Increase, Which Could Have a Material Adverse Effect on Our Competitive Position. We May Be Unable to Acquire Additional Spectrum in the Future at a Reasonable Cost or on a Timely Basis. Our Wireless Licenses are Subject to Renewal and Potential Revocation in the Event that We Violate Applicable Laws. Future Declines in the Fair Value of Our Wireless Licenses Could Result in Future Impairment Charges. Declines in Our Operating Performance Could Ultimately Result in an Impairment of Our Indefinite-Lived Assets, Including Goodwill, or Our Long-Lived Assets, Including Property and Equipment. We May Incur Higher Than Anticipated Intercarrier Compensation Costs. Because Our Consolidated Financial Statements Reflect Fresh-Start Reporting Adjustments Made Upon Our Emergence From Bankruptcy, Financial Information in Our Current and Future Financial Statements Will Not Be Comparable to Our Financial Information for Periods Prior to Our Emergence from Bankruptcy. If We Experience High Rates of Credit Card, Subscription or Dealer Fraud, Our Ability to Become Profitable Will Decrease. Risks Related to Ownership of Our Common Stock Our Stock Price May Be Volatile, and You May Lose All or Some of Your Investment. The 16,460,077 Shares of Leap Common Stock Registered for Resale By Our Shelf Registration Statement May Adversely Affect The Market Price of Leap s Common Stock. Your Ownership Interest in Leap Will Be Diluted Upon Issuance of Shares We Have Reserved for Future Issuances, and Future Issuances or Sales of Such Shares May Adversely Affect The Market Price of Leap s Common Stock.

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1065049--3/1/2007--LEAP_WIRELESS_INTERNATIONAL_INC