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Exhibit 10.2
 AMENDMENT NO. 7
TO
AMENDED AND RESTATED
SYSTEM EQUIPMENT PURCHASE AGREEMENT
BETWEEN
CRICKET COMMUNICATIONS, INC.
AND
NORTEL NETWORKS INC.
 Cricket Communications, Inc Nortel Networks Inc
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 1.
    
    Unless otherwise defined, capitalized terms herein shall have the same meaning as in the Contract.2.
    
    Amend Section 1.1 of the Contract by adding the following definition and re-alphabetizing the
definitions accordingly: Amendment No. 7 Markets means the basic trading markets of
*** .3.
    
    Replace the entire definition of Initial Build-Out with the following:Initial Build-Out means (a) for any New Amendment No. 3 Market, the build-out of
the New Amendment No. 3 Market in the configuration set forth in Exhibit A03 (or, with
respect to *** Products, Exhibit A04) for that market; (b) for any Amendment No. 5
 
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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Market, the build-out of the Amendment No. 5 Market in the configuration set forth in
Exhibit A05 for that market; and for any Amendment No. 7 Market, the build-out of the
Amendment No. 7 Market in the configurations set forth in Exhibits A06 and A07 respectively
for that market.4.
    
    Delete the definition of System and replace it with the following:System means a wireless system comprising Products purchased by Owner for any of
the Existing Markets or any of the New Amendment No. 3 Markets, Amendment No. 5 Markets, or
Amendment No. 7 Markets, plus any additional Products agreed by the parties as included in
any such System.5.
    
    Delete the existing Section 3.7(f) under Section 3.7 (Amendment No. 3 Volume Commitment) in
its entirety and replace with the following:3.7(f) (Amendment No. 3 Volume Commitment). Notwithstanding anything to the
contrary set forth in the Agreement or any other agreement with Vendor, all purchases for
any Amendment No. 5 or Amendment No. 7 Markets by Owner or its Affiliates, if any, whether
under this Agreement or otherwise shall not count towards the satisfaction of the Amendment
No. 3 Volume Commitment.6.
    
    Delete Section 3.8 (Requirements Commitment) in its entirety and replace with the following:3.8 Requirements Commitment. During the Amendment No. 3 Volume Commitment Term,
Owner commits to purchase/license, and Vendor commits to sell/license, Vendor CDMA Products
and Services for an Initial Build-Out for the New Amendment No. 3 Markets (excluding
Owners *** markets), the Amendment No. 5 Markets and the Amendment No. 7
Markets in the minimum configurations and associated prices as set forth in the Initial
Build Out respective sections of Exhibits A03, A04, A05, A06, A07, A08 and A09 to the
Contract. All purchases for any New Amendment No. 3 Markets or Amendment No. 5 or
Amendment No. 7 Markets by Affiliates, if any, of the same types of Vendor products and
services as provided in Exhibits A03, A04, A05, A06, A07, A08 and A09 shall be considered
in determining whether this requirements commitment is satisfied. Owner shall provide
Vendor with a one-time ninety (90) day advance written notice per Affiliate of its intent
to have any such Approved Affiliate Contract purchases credited toward satisfaction of this
commitment.7.
    
    Attachment 1, Exhibit A06 (Amendment No. 7 Markets Initial Build-Out Pricing (Voice)) shall
be added to the Contract and incorporated therein.8.
    
    Attachment 1, Exhibit A07 (Amendment No. 7 Markets Initial Build-Out Pricing (Voice)) shall
be added to the Contract and incorporated therein.9.
    
    Attachment 1, Exhibit A08 (Amendment No. 7 Markets Initial Build-Out Pricing (EVDO)) shall be
added to the Contract and incorporated therein10.
    
    Attachment 1, Exhibit A09 (Amendment No. 7 Markets Initial Build-Out Pricing (EVDO)) shall be
added to the Contract and incorporated therein.
 
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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11.
    
    Except as specifically modified by Amendment No. 7, the Contract in all other respects shall
continue in full force and effect.
 IN WITNESS WHEREOF,
 CRICKET COMMUNICATIONS, INC.
    
    NORTEL NETWORKS INC.By:
    
    /s/ Glenn Umetsu
    
    By:
    
    /s/ Lance LevinName:
    
    Glenn Umetsu
    
    Name:
    
    Lance Levin(Type/Print)
    
    
    
    (Type/Print)Title:
    
    Exec VP & CTO
    
    Title:
    
    Counsel, North AmericaDate:
    
    10/16/06
    
    Date:
    
    10-18-06




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ATTACHMENT 1 TO AMENDMENT NO. 7 OF THE
CRICKET COMMUNICATIONS, INC.
AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT
AMENDMENT NO. 7 MARKETS ( ***
  
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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(NORTEL LOGO)
    
    (NORTEL LOGO)
 
 Nortel Networks Confidential
 Customer:
    
    New Amendment No.7 Markets  ***Quote Number:
    
    B2006032112.6R2Date:
    
    August 21, 2006
 Qty
    
    Description1
    
    New Amendment No.7 Markets  ***
    
    
    
    ***Total Quote:
    
    ***Total Covered POPs
    
    ***Price per Covered POP
    
    ***
  
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 1




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(NORTEL LOGO)
    
    (NORTEL LOGO)
 
 Nortel Networks Confidential
 Customer:
    
    Cricket Communications  Initial Build-OutNew Amendment No. 7 Markets  ***Quote Number:
    
    B2006032112.6R2Date:
    
    August 21, 2006***
 
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 2




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Nortel Networks Confidential
    
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
[3 Additional Pages Redacted]




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Nortel Networks Confidential
    
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
[1 Additional Page Redacted]




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Nortel Networks Confidential
    
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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Nortel Networks Confidential
    
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
[2 Additional Pages Redacted]




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Nortel Networks Confidential
    
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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Nortel Networks Confidential
 B2006032112.6R2
   
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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ATTACHMENT 1 TO AMENDMENT NO. 7 OF THE
CRICKET COMMUNICATIONS, INC.
AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT
AMENDMENT NO. 7 MARKETS ( ***
  
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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(NORTEL LOGO)
    
    (NORTEL LOGO)
 
 Nortel Networks Confidential
 Customer:
    
    Cricket  Initial Build-OutNew Amendment No. 7 Markets  ***Quote Number:
    
    B2006072811.4Date:
    
    August 21, 2006
 Qty
    
    Description1
    
    New Amendment No. 7 Markets  ***
    
    
    
    ***Total Quote:
    
    ***Total Covered POPs
    
    ***Price per Covered POP
    
    ***
  
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 1




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(NORTEL LOGO)
    
    (NORTEL LOGO)
 
 Nortel Networks Confidential
 Customer:
    
    Cricket Communications  Initial Build-OutNew Amendment No. 7 Markets  ***Quote Number:
    
    B2006072811.4Date:
    
    August 21, 2006***
 
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 2




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Nortel Networks Confidential
    
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
[1 Additional Page Redacted]




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Nortel Networks Confidential
    
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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Nortel Networks Confidential
    
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
[2 Additional Pages Redacted]




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Nortel Networks Confidential
    
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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Nortel Networks Confidential
    
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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ATTACHMENT 1 TO AMENDMENT NO. 7 OF THE
CRICKET COMMUNICATIONS, INC.
AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT
AMENDMENT NO. 7 MARKETS ( ***
  
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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EXHIBIT A08
TO THE
CRICKET COMMUNICATIONS, INC.
AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT
 INITIAL BUILD-OUT ( *** )
PRICING FOR NEW AMENDMENT NO. 7 MARKETS
  
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. A1-1




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(NORTEL LOGO)
 
 Nortel Networks Confidential
 Customer:
    
    Cricket CommunicationsNew Amendment No. 7 Markets  ***Quote Number:
    
    B2006032118.2Date:
    
    August 21, 2006
 Qty
    
    Description1
    
    New Amendment No. 7 Markets  ***
    
    
    
    ***Subtotal:
    
    ******
    
    ***Total Quote
    
    ***Total Covered POPs
    
    ***Price per Covered POP
    
    ***
  
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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Nortel Networks Confidential
    
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
[1 Additional Page Redacted]




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ATTACHMENT 1 TO AMENDMENT NO. 7 OF THE
CRICKET COMMUNICATIONS, INC.
AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT
AMENDMENT NO. 7 MARKETS ( ***
  
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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EXHIBIT A09
TO THE
CRICKET COMMUNICATIONS, INC.
AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT
 INITIAL BUILD-OUT ( *** )
PRICING FOR NEW AMENDMENT NOn.7 MARKETS
  
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. A1-1




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(NORTEL LOGO)
 
 Nortel Networks Confidential
 Customer:
    
    Cricket CommunicationsNew Amendment No. 7 Markets  ***Quote Number:
    
    B2006053013.3Date:
    
    August 21, 2006
 Qty
    
    Description1
    
    Cricket Communications
    
    
    
    ***Subtotal:
    
    ******
    
    ***Total Quote
    
    ***Total Covered POPs
    
    ***Price per Covered POP
    
    ***
  
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.




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Nortel Networks Confidential
    
 ***
    
    Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.