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Leap Announces New Senior Secured Incremental Term Loan Facility

Stocks in this article: LEAP

SAN DIEGO, March 11, 2013 /PRNewswire/ -- Leap Wireless International, Inc. (NASDAQ:LEAP) today announced that its wholly owned subsidiary, Cricket Communications, Inc. ("Cricket"), entered into an amendment to its existing senior secured credit agreement on March 8, 2013 to provide for a new delayed-draw incremental term loan facility of up to $1,425 million principal amount.

(Logo: http://photos.prnewswire.com/prnh/20101220/MM20546LOGO-a)

Subject to the satisfaction of certain conditions precedent (including delivery of a notice of redemption to redeem all of Cricket's 7.75% Senior Secured Notes due 2016 (the "Secured Notes")), term loans under the incremental term loan facility may be borrowed, in whole or in part, in a single drawing by Cricket at any time on or prior to May 7, 2013.  Cricket has agreed to pay lenders a ticking fee equal to 0.50% per annum on the undrawn amount of the incremental term loan facility per day from and after March 15, 2013.  Term loans under the incremental term loan facility would mature in March 2020 and bear interest at the London Interbank Offered Rate ("LIBOR") plus 3.50% (subject to a LIBOR floor of 1.25%) or at the bank base rate plus 2.50% (subject to a base rate floor of 2.25%), as selected by Cricket.  Borrowings under the incremental term loan facility would be repaid in 26 quarterly installments equal to 0.25% times the initial principal amount borrowed, commencing on September 30, 2013, followed by repayment of the balance at maturity.

Net proceeds from the incremental term loan facility are required to be used to redeem, discharge and/or purchase all of the Secured Notes and up to $250 million in aggregate principal amount of Leap's 4.50% Convertible Senior Notes due 2014 (the "Convertible Notes"), including payment of any associated premiums, accrued interest, fees and expenses.  Remaining net proceeds may be used for general corporate purposes.

Deutsche Bank Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities, LLC and Citigroup Global Markets, Inc. acted as the joint lead arrangers and joint book runners for the incremental term loan facility, and Bank of America, N.A. acted as syndication agent. Lazard Freres & Co. LLC acted as a financial advisor to Leap in connection with the incremental term loan facility.

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