Pentwater Letter to the Board of Directors of Leap Wireless International, Inc.

Pentwater Capital Management today submitted a letter to the Board of Directors of Leap Wireless.

Full text of the letter can be found below.

August 11, 2011

Board of Directors
Leap Wireless International, Inc.

Dear Board Members of Leap Wireless;

We note that MHR Capital Partners LP, the fund managed by Leap’s Chairman Mark Rachesky, has recently taken advantage of the decease in the value of Leap’s stock to increase its holdings of Leap to over 25% of the outstanding voting equity. This has enhanced MHR’s ability to influence the management and direction of Leap and to control the outcome of future stockholder votes. These purchases are being made in the open market at depressed values, without the control premium that stockholder’s should expect to receive from the acquisition of a position of this magnitude.

Accordingly, Pentwater recommends that Leap’s Board of Directors consider and adopt at the earliest opportunity a stockholder rights plan that would prevent any party from acquiring more than 20% of Leap’s voting equity without the approval of the Board. This would provide the Board the ability to negotiate an appropriate control premium with any stockholder seeking to acquire a position allowing it the ability to control the company and the outcome of future stockholder votes. Pentwater believes this is critical to the protection of stockholder interests and valuation. Of course, any such plan should be adopted pursuant to ISS guidelines and subject to annual stockholder approval.

Pentwater believes that time is of the essence. The Board should take this under consideration without delay, before any stockholder acquires a control position without paying an appropriate control premium.

Pentwater Capital Management LP