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EXHIBIT 4.6.2
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT, dated as of March 30, 2000 ("Second Amendment"), to
Rights Agreement dated as of September 14, 1998 (the "Rights Agreement"),
between Leap Wireless International, Inc., a Delaware corporation (the
"Company"), and Harris Trust Company of California (the "Rights Agent").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Rights Agreement.
WHEREAS, the Company and the Rights Agent previously entered into the
Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend any provision of the
Rights Agreement in accordance with the terms of such Section 26.
NOW, THEREFORE, in consideration of the foregoing promises and mutual
agreements set forth in this Amendment, the parties hereby amend the Rights
Agreement as follows:
1. Section 7.2 of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"7.2 Purchase Agreement. The Purchase Price for each one
one-thousandth of a Preferred Share pursuant to the exercise of a
Right shall be $350.00, shall be subject to adjustment from time
to time as provided in Sections 11, 13, and 26 and shall be
payable in lawful money of the United States of America in
accordance with Section 7.3."
IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date first written above.
LEAP WIRELESS INTERNATIONAL, INC.
By: /s/ James E. Hoffmann
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Name: James E. Hoffmann
Title: Senior Vice President,
General Counsel
HARRIS TRUST COMPANY OF CALIFORNIA
By: /s/ John A. Castellanos
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Name: John A. Castellanos
Title: Vice President
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