Verizon Wireless To Purchase Certain Leap Wireless Spectrum, Network Assets

BEDMINSTER, NJ — Verizon Wireless today announced a definitive agreement to purchase from Leap Wireless International, Inc. certain spectrum licenses and network and operating assets for $102.5 million, increasing Verizon Wireless' capacity in key existing markets and expanding its network into new markets. The companies have also signed an agreement allowing Leap customers to roam on Verizon Wireless' network.

The purchase transaction is expected to close around the middle of 2005, and is subject to federal regulatory approval.

Verizon Wireless is acquiring 23 spectrum licenses covering a population of eight million people in 20 markets in Michigan, Wisconsin, Arkansas, Mississippi, Alabama and upstate New York.

Several of the licenses are in markets where Verizon Wireless already has licenses, and will be used to expand capacity to meet growing demand for voice and data services. These markets include Birmingham and Tuscaloosa, Ala.; Little Rock, Ark.; Jackson, Miss.; Grand Rapids, Flint, Kalamazoo, Muskegon and Mt. Pleasant, Mich.; and Plattsburgh and Watertown, N.Y. The companies will also trade PCS licenses in Buffalo, N.Y. to make more efficient use of the spectrum in that market.

The spectrum licenses also include nine new markets for Verizon Wireless and expansion of four existing markets, adding 2.7 million people to the company's licensed footprint. These markets include: Battle Creek, Jackson, Traverse City, Adrian, and portions of Grand Rapids, Mich.; Eau Claire, Wis.; Vicksburg and portions of Jackson, Miss.; Fort Smith, Fayetteville and Russellville, Ark.; and portions of Birmingham and Tuscaloosa, Ala.

Under the agreement, Leap Wireless also will transfer its operations and approximately 25,000 customers in Battle Creek, Jackson, Kalamazoo and Flint, Mich. to Verizon Wireless.

About Verizon Wireless
Verizon Wireless owns and operates the nation's most reliable wireless network, serving 43.8 million voice and data customers. Headquartered in Bedminster, NJ, Verizon Wireless is a joint venture of Verizon Communications (NYSE:VZ) and Vodafone (NYSE and LSE: VOD). Find more information on the Web at www.verizonwireless.com. To receive broadcast-quality video footage and high-resolution stills of Verizon Wireless operations, log on to the Verizon Wireless Multimedia Library at www.verizonwireless.com/multimedia.

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