**Exhibit 10.16**CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THISDOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Execution CopySYSTEM EQUIPMENT PURCHASE AGREEMENT          This System Equipment Purchase Agreement (“Agreement”) is made and is effective as ofJune 14, 2007 (the “Effective Date”), by and between Cricket Communications, Inc. aDelaware corporation (“Cricket”), Alaska Native Broadband 1 License, LLC, a Delawarelimited liability company (“ANB”), and Lucent Technologies Inc, a Delaware corporation (the“Vendor”).RECITALS:          A. WHEREAS, Cricket desires to purchase, and to permit its Affiliates to purchase, wirelesscommunications systems, equipment and services pursuant to this Agreement;          B. WHEREAS, Vendor desires to provide such systems and equipment and related services toCricket and its Affiliates in accordance with the terms and conditions set forth herein;          C. WHEREAS, in the near future, Cricket intends to arrange to have a wholly-owned direct orindirect subsidiary (referred to as “ProCo” in this Agreement), purchase equipment andmaterials for Cricket and its Affiliates, and the parties therefore wish to provide for suchflexibility in this Agreement; and          D. WHEREAS, Cricket and Vendor are parties to the Previous Agreement pursuant to whichwireless PCS systems, equipment and software were purchased or licensed, and the parties now wishto terminate the Previous Agreement and utilize this Agreement for purposes of governing futurePurchase Orders issued to Vendor on and after the Effective Date, and including the flexibilitydescribed above.          NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in thisAgreement, Cricket and Vendor hereby agree as follows:     SECTION 1. DEFINITIONS          1.1 Definitions. In addition to the terms listed below, certain additional terms aredefined elsewhere in this Agreement and in the Exhibits, and all definitions are subject to theprovisions of Section 1.2 hereof. As used in this Agreement, thefollowing terms have thefollowing meanings:Cricket Communications/Alcatel-Lucent Proprietary and Confidential Information
 

 
          “Affiliate” means, with respect to a Person, any other Person directly or indirectlycontrolling, controlled by or under common control with such Person, where “control” or“controlled” means (i) the possession, direct or indirect, of the power to direct or cause thedirection of the management or policies of such Person, whether through the ownership of votingsecurities or other ownership interest, by contract or otherwise, or (ii) more than 50% of theequity interest in such Person. Such Person shall not be a competitor of Vendor in the business ofmanufacturing, integrating and selling telecommunications products.          “Agreement” means this System Equipment Purchase Agreement, together with theSpecifications and all Exhibits hereto, together with all amendments, modifications andsupplements.          “Annual Maintenance Fees” means annual fees relating to Software and Equipmentmaintenance and support Services including, but not limited to those Services described in ExhibitH.          “Applicable Laws” means, as to any Person, the certificate of incorporation andby-laws or other organizational or governing documents of such Person, all U.S. or foreign laws,treaties, ordinances, judgments, decrees, injunctions, writs, orders and stipulations of any court,arbitrator or governmental agency or authority and statutes, rules, regulations, orders andinterpretations thereof of any federal, state, provincial, county, municipal, regional,environmental or other Governmental Entity, instrumentality, agency, authority, court or other body(i) applicable to or binding upon such Person or any of its property or to which such Person or anyof its property is subject or (ii) having jurisdiction over all or any part of a System or theWork.          “Applicable Permits” means any waiver, exemption, zoning, building, variance,franchise, permit, authorization, approval, license or similar order of or from any country,federal, state, provincial, county, municipal, regional, environmental or other GovernmentalEntity, instrumentality, agency, authority, court or other body having jurisdiction over all or anypart of a System or the Work.          “Backwards Compatible” or “Backwards Compatibility” means (i) with respect toeach Software Release for any Product, the ability of all Software previously licensed to anyCompany for such Product from [***]to remain fully functional on such Equipment in accordance with and up to theperformance levels to which each was performing immediately prior to the integration with suchSoftware Release, and the ability of such Software Release to interoperate and be fully compatiblewith all such functionality of all such previously provided Software and with all existingin-service *** Certain information on this page has been omitted andfiled separately with the Commission. Confidential treatment has been requested with respect tothe omitted portionsCricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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Vendor-provided Products acquired by such Company; (ii) with respect to all Equipment Releases (tothe extent of that portion of such Equipment Release that is an Equipment Update or the use ofwhich by any Company is not optional without losing the benefit of the Equipment Release (forpurposes of this Agreement, a “Required Equipment Release” means collectively suchEquipment Update portion and such non-optional portion of the Equipment Release), the ability ofthe existing infrastructure to remain fully functional in accordance with and up to the performancelevels to which it was performing immediately prior to the integration with the Required EquipmentRelease, and the ability of the Required Equipment Release to interoperate and be fully compatiblewith all such functionality of such existing infrastructure and (iii) with respect to each SoftwareRelease (but only to that portion of such Software Release that is considered a Software Update)and Required Equipment Release, the ability of such Products to comply with the existing interfacesto other third party equipment already deployed in the System and with respect to which Vendor isalready in compliance prior to the introduction of such Software Release (but only to that portionof such Software Release that is considered a Software Update) and Required Equipment Release.          “BTS” means the base station radio Products that handle wireless radio traffic in adesignated cell.          “beta testing” means pre-launch testing conducted by any Company in respect of whichno payment from customers is made to such Company for the services provided in connectiontherewith.          “Business Day” means any day of the year other than a Saturday, Sunday or a UnitedStates Federal holiday.          “Certificate of Final Acceptance” is defined in Section 8.1(e).          “Certificate of Substantial Completion” is defined in Section 8.1(c).          “Change Orders” is defined in Section 9.1.          “Claim” is defined in Section 13.2.          “Claim Notice” is defined in Section 13.2.          “Commercial Launch” or “Commercially Launch” means the date that the Productsprovided by Vendor are carrying live, revenue generating or commercial traffic; provided, however,that a Company may utilize the Products to carry customer traffic for temporary periods inemergency-like or testing situations without such use constituting Commercial Launch.Cricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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          “Company” means Cricket, ProCo, ANB or any of their respective Affiliates that areConveyed any Products pursuant to Section 3.7. “Companies” means all Companies.          “Company Indemnified Parties” is defined in Section 13.2.          “Convey” or “Conveyance” is defined in Section 3.7.          “CPOP” means the number of people within a Market or Markets, as determined by Companyby (i) drive testing a target market with RF signal strength monitoring tools set at -99db, (ii)mapping all coverage areas registering a signal strength better than -99db, and (iii) then usingpopulation data from a demographic service company to calculate the population within such coverageareas.          “Cure Period” is defined in Section 14.6.          “Defects and Deficiencies”, “Defects or Deficiencies” or “Defective”or “Deficient” means any one or a combination of the following items or other items of asubstantially similar nature:          (a) when used with respect to the performance of Services, that such Services are notprovided in a careful and workmanlike manner and in accordance with the Specifications,using material which is free from defects;          (b) when used with respect to structures, materials or Products, that such items (i)are not new and of good quality and free from defects in materials and workmanship, or (ii)do not conform to the Specifications, or (iii) with respect to Software, that such Softwaredoes not provide the functions and features described in the Specifications; provided,however, that with respect to materials and Products that are replaced or repaired inaccordance with any warranty or maintenance provisions of this Agreement, such items may belike-new, refurbished, remanufactured or reconditioned; or          (c) with respect to all other Work, that the same (i) are not free of defects inworkmanship and materials, or (ii) do not conform to the Specifications.          “Discontinued Product Notice” is defined in Section 10.1.          “Discontinued Products” is defined in Section 10.1.          “Documentation” means the Operating Manuals, the Maintenance and Instruction Manuals,the Training Manuals, the “as-built” Site parameters and all other documentation necessary for theoperation of the System, any Products or any material part thereof.Cricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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          “Dollars” or “U.S. $” or “$” means the lawful currency of the UnitedStates of America.          “ECP” means a Vendor-manufactured Executive Cellular Processor installed in any ofCompanies’ Systems regardless of the technology supported by such ECP (e.g., analog, and CDMA).          “EFT” is defined in Section 5.6.          “Equipment” means all equipment, hardware and other items of tangible personalproperty (including, without limitation, any Documentation furnished hereunder in respect thereof)which are manufactured by or pursuant to Vendor’s specifications and furnished or required to befurnished by Vendor in accordance with the terms and conditions of this Agreement, including repairand replacement parts.          “Equipment Release” means either an Equipment Update or Equipment Upgrade or anycombination thereof as applicable.          “Equipment Update” means a change or modification in any delivered Equipment whichfixes or otherwise corrects faults, design shortcomings or shortcomings in meeting theSpecifications, corrects bugs or defects, or which is recommended to enhance safety.          “Equipment Upgrade” means a change or modification or improvement made to Equipmentthat improves the performance, capacity and capability of such Equipment. An Equipment Upgrade mayinclude an Equipment Update.          “Exhibits” means the exhibits attached to this Agreement, as the same may be modifiedor amended from time to time.          “Existing Markets” means all Markets previously awarded to Vendor and for whichCricket’s or ANB’s System operates with Vendor’s Products as of the Effective Date of thisAgreement.          “Expansions” means any additional Products or Services not comprising part of anInitial System, which may include growth to existing Systems and additional Products and Services.          “Extension Period” is defined in Section 8.1(e).          “FCC” means the Federal Communications Commission.Cricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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          “FCC License” means a license for the provision of wireless telecommunicationsservices or operation of wireless telecommunications systems issued by the FCC.          “FCC Rules” is defined in Section 6.3.          “FCC Warranty” is defined in Section 6.3.          “Final Acceptance” means, with respect to any Initial System the earlier of (i) thedate Cricket signs the Certificate of Final Acceptance, or (ii) the date that is ninety (90)calendar days after the acceptance of the Certificate of Substantial Completion for the InitialSystem unless Cricket has given Vendor notice in writing that the Initial System has not achievedFinal Acceptance.          “Fit” means physical size or mounting arrangement (for example, electrical ormechanical connections), or, with respect to Software, physical size and interfaces.          “Force Majeure” is defined in Section 15.          “Form” means physical shape.          “Function” means Product features and performance, or with respect to other items, thefeatures and performance of such items.          “Governmental Entity” means the United States federal government or any state or otherpolitical subdivision thereof and any other entity exercising executive, legislative, judicial,regulatory or administrative functions of or pertaining to government.          “Guaranteed Substantial Completion Date” means, with respect to an Initial System, thedate by which Substantial Completion of such Initial System must be achieved by Vendor.     Notwithstanding the above, the Guaranteed Substantial Completion Date shall be delayed day-for-dayor to a date mutually acceptable to Vendor and Company, acting reasonably, in the event that: i. Company has not satisfied its obligations, if any, for Site readiness for thecommencement of Vendor’s installation; or  ii. extreme weather and other unusual environmental conditions beyond Vendor’sreasonable control delays Vendor’s completion of Substantial Completion activities (inthis case the parties agree that the period of delay shall be equal to the period oftime associated with the duration of such extreme or unusual condition(s)); orCricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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 iii. Vendor is not provided with all necessary and reasonable access to the Systemand each Site; or  iv. Company or other third party, none of which has direct contract privity withVendor, cause delays beyond Vendor’s control or interfere with Vendor’s Work.  v. Company should unilaterally decide, (due to no fault of Vendor, and providedVendor is still on schedule to meet Substantial Completion by the GuaranteedSubstantial Completion Date) to Commercially Launch an Initial System prior toSubstantial Completion or the Guaranteed Substantial Completion Date for such InitialSystem, creating a situation whereby Vendor has to perform around live traffic andwork around Company’s maintenance window.Company shall also involve Vendor with establishment of the Guaranteed Substantial Completion Datesfor each Initial System and through all stages of the Site acquisition and readiness process. Inall cases, Company shall be responsible for the provisioning of backhaul facilities required at allSites. Such provisioning must be completed prior to the start of equipment integration by theVendor at each Site.Commercial Launch of an Initial System shall trigger the Guaranteed Substantial Completion Date andacceptance of the Certificate of Substantial Completion for all such Products and Services relatedto such Initial System if the minimum Substantial Completion criteria of Section 8.1(c) have beenachieved at the time that Commercial Launch commences. Notwithstanding the foregoing, shouldCompany Commercially Launch an Initial System prior to the Guaranteed Substantial Completion Datefor such Initial System and (i) Vendor is not, at that time, on schedule for meeting the GuaranteedSubstantial Completion Date, then Vendor shall still be responsible for meeting the GuaranteedSubstantial Completion Date [***]; provided however that an equitable adjustment shall be made in the event Vendor is delayedor restricted from completing work due to the need to work in maintenance windows; or (ii) Vendoris, at that time, on schedule for meeting the Guaranteed Substantial Completion Date, then Vendorshall continue to diligently work toward fulfillment of meeting Substantial Completion by theGuaranteed Substantial Completion Date; [***].          “Hazardous Materials” means material designated as a “hazardous chemical substance ormixture” by the Administrator, pursuant to Section 6 of the Toxic Substance Control Act, a“hazardous material” as defined in the Hazardous Materials Transportation *** Certain information on this page has been omitted and filedseparately with the Commission. Confidential treatment has been requested with respect to theomitted portionsCricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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Act (49 U.S.C. 1801, et seq.), or a “hazardous substance as defined in the Occupational Safety andHealth Act Communication Standard (29 CFR 1910.1200).          “Impairment” means any loss or reduction of function, service or performance.          “Initial Period” is defined in Section 8.1(e).          “Initial System” means all Products and Services comprising an initial network in aNew Market, as further described in Exhibit R and Exhibit A — AWS Award Summary Tab, that Purchaserintends, as of the Effective Date of this Agreement, to Commercially Launch.          “Installation” means the physical Work of installing and power up of Products at therequired Site.          “Installation and Integration Substantial Completion Certificate” is defined inSection 8.1(b).          “Integration” means the interconnectivity and communication of the installed Productsas required for the successful demonstration of Interoperability required for the System to operatein accordance with the Specifications.          “Intellectual Property Rights” is defined in Section 13.2.          “Interoperability” means the ability of the Products to operate with other Productsand to operate with and within a System, all in accordance with the Specifications.          [***]          “List Price” means Vendor’s published “network wireless systems price referenceguide” or other price notification releases furnished by Vendor for the purpose of communicatingVendor’s prices or pricing related information to Vendor’s customers; however this does not includefirm price quotations.          “Losses” means any claims, demands, suits, proceedings, causes of action, damages,costs, expenses, liabilities, reasonable attorneys’ fees, and amounts paid in settlement. *** Certain information on this page has been omitted and filed separately with theCommission. Confidential treatment has been requested with respect to the omitted portionsCricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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          “Maintenance and Instruction Manuals” means the manuals prepared by Vendor anddelivered to Cricket pursuant to Section 7.          “Major Outage” [***]Notwithstanding the above, any Impairment resulting from Company’s RF design or optimization on anInitial System shall not be included in the determination of a Major Outage.          “Market” means a geographic area for which the FCC has issued a license to Companythat allows the Company to provide wireless services.          “Material Adverse Effect” is defined in Section 22.2(b).          “Mobile Switching Center” or “MSC” means the controller Products that controlthe radio/cellsite equipment.          “Net Purchase Order Value” means the contract or quoted price less any additionaldiscounts, incentives or earned credits applied; Taxes, if any, and transportation charges shall beexcluded in this calculation.          “New Market” means all Markets awarded to Vendor and for which Company’s Systemoperates with Vendor’s Products after the Effective Date of this Agreement.          “OEM Equipment” means (i) any items of non-Vendor equipment made available for sale byVendor under this Agreement that are not integrated into the Equipment during the manufacturingprocess; and (ii) non-Vendor software made available for license under this Agreement that is notresident on Vendor Equipment; but in each case excluding equipment or software that isprivate-labeled by Vendor.          “Operating Manuals” means the operating and configuration manuals delivered to Cricketpursuant to Section 7 containing detailed procedures and specifications for the operation of anySystem, any Expansions or any part thereof including, but not limited to, BTS manuals and MSCmanuals.          “Optional Software Features” means Software features for Products available to theCompanies on an optional, separate fee basis as set forth in Exhibit B, Tab 5, starting on line163. *** Certain information on this page has been omitted andfiled separately with the Commission. Confidential treatment has beenrequested with respect to the omitted portionsCricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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          “PCS” means personal communications services authorized by the Federal CommunicationsCommission.          “Person” means an individual, partnership, limited partnership, corporation, limitedliability company, business trust, joint stock company, trust, unincorporated association, jointventure, Governmental Entity or other entity of whatever nature.          “PMSI” is defined in Section 3.6.          “Previous Agreement” means the Amended and Restated System Equipment PurchaseAgreement, dated as of June 30, 2000, as amended, between Cricket and Vendor.          “ProCo” means a wholly owned direct or indirect subsidiary of Cricket which may behereafter established as a procurement entity for the Companies under this Agreement.Incorporation of ProCo into this Agreement shall be effected by an addendum to this Agreement inthe form attached as Exhibit O.          “Product Change Notice” means a notification issued by Vendor or an Affiliate ofVendor that the Equipment described in such notification is the subject of a design, material,production or engineering Defect or Deficiency.          “Products” means the collective reference to the Equipment and the Software providedby Vendor under this Agreement.          “Proprietary Information” is defined in Section 24.18.          “Punch List” means that list prepared in conjunction with any certificate whichcontains one or more immaterial non-service-affecting items which have not been fully completed asof the date of the accompanying certificate; provided that such incomplete portion of theWork shall not, during its completion, materially impair the normal daily operation of a System inaccordance with the Specifications.          “Purchase Commitments” means the AWS Commitment as defined in Section 5.2.1 and theTechnology Evolution Commitment as defined in Section 5.2.2          “Purchase Order” means a purchase order given specifying the Products, Services orother items of Work that Vendor is authorized to supply or commence in compliance with the terms ofthis Agreement.          “Purchaser” means any or all entities that submit a Purchase Order hereunder, whichmay be Cricket, ProCo, ANB, or another entity as mutually agreed, that has been added to thisAgreement via Exhibit O.Cricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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          “Recurring Services” means maintenance and support Services and Services identified asRecurring Services in Exhibit H.          “Related Entities” is defined in Section 2.7.          “Release” means any release, version, upgrade, update, enhancement, bug fix or otherissuance.          “RF” means radio frequency.          “RTU License” is defined in Section 11.1.          “Services” means the collective reference to all of the services to be furnished byVendor as part of the Work, which may include, but may not limited to design, engineering, networkplanning, construction, interoperability, supply, delivery, Installation, Integration, testing,training, repair, maintenance, de-installation and removal, technical and other support services,and any and all other services to be furnished by Vendor as part of the Work in accordance with theterms of this Agreement.          “Site” means the physical location of a System Facility.          “Software” means (a) the Vendor developed software or software developed pursuant toVendor’s specifications and licensed pursuant to the terms of this Agreement, (b) all Releases withrespect to such software, and (c) all Documentation furnished hereunder in respect of clauses (a)or (b) of this definition.          “Software Update” means any updates to the Software relating to Vendor’s Warranty andSoftware maintenance obligations hereunder or which correct bugs or defects in the Software, orotherwise to correct shortcomings in the Software.          “Software Upgrade” means Vendor’s Software Release which is usually made availableonce or twice per year, not to be confused with a Software Update. A Software Upgrade is aSoftware Release identified by a point release (e.g. 7.0 to 8.0) whereas a Software Update is aninterim Software Release identified by a interim point release (e.g. 7.1 to 7.9, etc.,). ASoftware Upgrade may also include Software Updates released since the last Software Upgrade.          “Source Code” means any version of Software incorporating high level or assemblylanguage that generally is not directly executable by a processor.          “Spare Parts” means the additional Equipment for use as spares and replacementhardware, not included in an Initial System, but which may replace original Equipment within theSystem and provided by Vendor.Cricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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          “Specifications” means the collective reference to the product descriptiondocumentation and performance standards as set forth in this Agreement and the Exhibits;provided that (i) the Specifications shall be deemed to include a requirement that all ofthe Products shall be reasonably in accordance with ANSI, ITU, and other applicable industrystandards as required for performance of the Products provided hereunder, except when otherwisestated in a specific Exhibit or otherwise agreed by the parties, and (ii) with respect to Productsfor which product descriptions and performance standards are not provided and listed in a specificExhibit, the term “Specifications” shall refer to Vendor’s published specifications in respectthereof, and iii) Product performance and capacity specification limitations are described inExhibit L.          “Standard Discount Price(s)” or “Standard Discount Pricing” means the pricesincluded in Exhibit A — Pricing Summary Workbook, Standard Discount Table tab so labeled, whichrepresents Vendor’s discounted price off Vendor’s List Price for Vendor’s Products offered underthis Agreement, prior to any additional discounts or incentives that Vendor may offer to Purchaser,either under this Agreement or in a separate quote issued under the terms of this Agreement.          “Subcontractor” means a contractor, vendor, supplier, licensor or other Person that isnot an Affiliate of Vendor or Cricket, having a direct or indirect contract with Vendor or Cricketor with any other Subcontractor of Vendor or Cricket who has been hired by or for Vendor or Cricketto assist Vendor or Cricket in the performance of its obligations under this Agreement.          “Substantial Completion” means the earlier of (i) when Cricket signs the Certificateof Substantial Completion or (ii) ten (10) calendar days after the receipt by Cricket of suchcertificate, provided that Cricket has not in that timeframe provided a written notice of rejectionof such certificate.          “Support Period” is defined in Section 10.1.          “System” means the collection of Equipment, Software and Services provided by Vendorin a defined Market area which allows Purchaser to provide PCS within such defined Market area(whether or not the collection of Sites and Equipment in such defined Market area includes adedicated MSC or uses a remote MSC within another defined Market area) identified by the Purchaserto the Vendor in writing as collectively comprising a System.          “System Facility” means the structures, improvements, foundations, towers, and otherfacilities necessary to house or hold any related Products and other equipment to be located at aparticular location; and may also be referred to as a “Network Facility” or “network facility.”          “Taxes” is defined in Section 5.3.Cricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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          “Technology Evolution” means the Products referred to as [***]product, as described in Exhibit A, and any other Products that may be added.          “Term” means the period commencing on the Effective Date and ending five (5) yearsthere from, unless terminated earlier in accordance with the terms and conditions hereof, or unlessextended by the mutual written consent of the parties hereto.          “Training” is defined in Section 7.4.          “Vendor” has the meaning set forth in the heading to this Agreement, or anyabbreviation thereof.          “Vendor Developments” is defined in Section 12.3.1.          “Warranty” means any one or more of the Products and Services Warranty, SoftwareBackwards Compatibility Warranty, Equipment Backwards Compatibility Warranty, and FCC Warranty.          “Warranty Period” means (a) with respect to all Products comprising part of orfurnished with respect to an Initial System (but excluding Expansions), a period of two (2) yearsfrom and after the date of Substantial Completion of such Initial System, provided, however that ifprior to Final Acceptance of such Initial System a Major Outage occurs, such two (2) year periodshall be extended by the number of days elapsed between Substantial Completion of such InitialSystem and the date Cricket signs the Certificate of Final Acceptance with respect to such InitialSystem; (b) with respect to all Expansions (including Software Releases and Equipment Releases) forwhich Vendor provides Installation Services, a period of two (2) years from and after thesuccessful Installation of such Products, (c) with respect to all Expansions (including SoftwareReleases and Equipment Releases) for which Vendor does not provide Installation Services, a periodof two (2) years from and after the date of shipment of such Expansions to a Company’s Site, (d)with respect to Services six (6) months from completion of the Service; and (e) for repaired orreplacement Products the longer of i) six (6) months from the date of replacement or ii) theremainder of any Warranty Period remaining on the Product replaced.          “Withdraws” means Vendor or any successor entity to Vendor or Vendor’s Code DivisionMultiple Access (“CDMA”) products makes a public announcement or confirmation that it is orhas discontinued sales or support activities in the United States with respect to CDMA products;provided however, that the term “Withdraw” shall not include any merger or joint venture betweenVendor and a third party if such successor, third party *** Certain information onthis page has been omitted and filed separately with the Commission. Confidential treatment hasbeen requested with respect to the omitted portionsCricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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or joint venture continues to engage in sales and support activities in the United States withrespect to Vendor’s CDMA products.          “Work” means the furnishing of Products and the performance of Services hereunder, andall other related activities and obligations required to be performed by Vendor pursuant to thisAgreement.          1.2 Other Definitional Provisions. (a) When used in this Agreement, unlessotherwise specified therein, all terms defined in this Agreement shall have the defined meaningsset forth herein. Terms defined in the Exhibits are deemed to be terms defined herein;providedthat in the case of any terms that are defined both in this Agreement oran Exhibit, the definitions contained in the main body of this Agreement shall supersede such otherdefinitions for all purposes of this Agreement; providedfurther, that definitionscontained in any Exhibit shall control as to such Exhibit.          (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used inthis Agreement refer to this Agreement as a whole (including Exhibits and schedules) and not to anyparticular provision of this Agreement and section, subsection, schedule and exhibit references areto this Agreement unless otherwise specified. Reference herein to “Section” shall mean any and allsubsections thereof. The word “including” shall also mean “including without limitation.” Theconjunction “or” shall be understood in its inclusive sense (and/or).          (c) The meanings given to terms defined in this Agreement are applicable to both the singularand plural forms of such terms. Whenever the context may require, any pronoun shall include thecorresponding masculine, feminine and neuter forms.     SECTION 2. SCOPE OF WORK, RESPONSIBILITIES          2.1 Scope of Work. During the Term, Vendor shall perform all Work in accordance withPurchase Orders issued to and accepted by Vendor from time to time under this Agreement. Vendorshall be responsible for providing in accordance with the terms of this Agreement any and all itemsand services which are expressly described in this Agreement or in the Exhibits. Vendor shallfurnish all labor, materials, tools, transportation and supplies required, unless otherwise agreedto in a separate statement of work, to complete its obligations in accordance with this Agreement.In instances where Purchase Orders are placed by a Purchaser for or on behalf of a Company, suchPurchaser shall be considered the purchaser for purposes of placing all orders, addressing invoicesand the obligation of payment. Cricket agrees to be obligated hereunder with respect to allpayments which become due hereunder with respect to Purchase Orders placed by it or any Purchaserfor or on behalf of any Company, including but not limited to all payments for all Products andServices. In addition, Cricket, or anyCricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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Purchaser, shall be considered the purchaser for purposes of passage of title and risk of loss withregard to Products and Software which are delivered by Vendor to any Company under this Agreement.          2.2 Review of Agreement. Vendor and Cricket have examined in detail and carefullystudied and compared the Agreement with all other information furnished by the other party and haspromptly reported to the other any material errors, inconsistencies or omissions so discovered ordiscovered by any of its Subcontractors.          2.3 Eligibility under Applicable Laws and Applicable Permits. Each Party shall beresponsible for ensuring that they and their Subcontractors are and remain eligible under allApplicable Laws and Applicable Permits to perform under this Agreement in the various jurisdictionsinvolved including, to the extent that either party will be responsible for construction for anyparticular component of the work, all such construction will be done in accordance with allapplicable Federal Communications Commission requirements. Each party shall be responsible forobtaining and maintaining in full force and effect the Applicable Permits listed as itsresponsibility in the applicable Exhibits.          2.4 Further Assurances. The parties shall execute and deliver all reasonable furtherinstruments and documents, and will, in good faith, consider all reasonable requests for furtheraction, including, but not limited to, assisting each other in filing notices of completion withthe appropriate state and local Governmental Entity that may be necessary or that either party mayreasonably request in order to enable either party to complete performance of the work or toeffectuate the purposes or intent of this Agreement. All such requests shall be addressed pursuantto the Change Order procedures described below in Section 9.          2.5 Liens and Other Encumbrances. (a) Vendor covenants and agrees subject toVendor’s receipt of full payment in respect thereof to:               (i) except as provided in Section 3.6, protect and keep free all Systems, Work,Expansions or any and all interests and estates therein acquired by a Purchaser fromVendor, and all improvements and materials now or hereafter placed thereon under the termsof this Agreement, from any and all claims, liens, charges or encumbrances of the nature ofmechanics, labor or materialmen liens or otherwise arising out of or in connection with theperformance by Vendor of this Agreement or any performance by any Vendor Subcontractor, andto promptly have any such lien released by bond or otherwise; and               (ii) give notice of this subsection to each Vendor Subcontractor before such VendorSubcontractor furnishes any labor or materials for any System.Cricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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          (b) If any laborers’, materialmen’s, mechanics’, or other similar lien or claim thereof isfiled by any Vendor Subcontractor, Vendor shall use reasonably commercial efforts to cause suchlien to be satisfied or otherwise discharged, or shall file a bond in form and substancesatisfactory to Cricket in lieu thereof within ten (10) Business Days of Vendor’s receipt of noticeof such filing. If any such lien is filed or otherwise imposed, and Vendor does not cause suchlien to be released and discharged forthwith, or file a bond in lieu thereof, then, withoutlimiting any Company’s available remedies, any Purchaser has the right, but not the obligation, topay all sums necessary to obtain such release and discharge or otherwise cause the lien to beremoved or bonded to such Purchaser’s satisfaction, and to retain such funds from any payment thendue or thereafter to become due to Vendor.          (c) Cricket and each other Company reserves the right to post or place within any Systemnotices of non-responsibility or to do any other act required by Applicable Law, to exempt suchCompany from any liability to third parties by reason of any work or improvements to be performedor furnished hereunder; providedthat failure by any such Company to do so shallnot release or discharge Vendor from any of its obligations hereunder.          2.6 Duty To Inform Itself Fully; Waiver of Defense. Each party shall be deemed tohave notice of and to have fully examined and approved the Specifications, the Exhibits and allother documents referred to herein, and all drawings, specifications, schedules, terms andconditions of this Agreement, regulations and other information in relation to this Agreement orany amendments, modifications or supplements thereto at all times on or after the Effective Dateand to have fully examined, understood and satisfied itself as to all information of which it isaware and which is relevant as to the risks, contingencies and other circumstances which couldaffect this Agreement and in particular the Installation of any System or any part thereof.          2.7 Joint Ventures and Designated Entities. Any Company may from time to time investin or provide management services to joint ventures and other third parties that hold licenses fromthe FCC or that are engaged in the build-out or operation of wireless systems (such third parties,including other entities that qualify as a “Designated Entity,” “Entrepreneur,” Small Business” or“Very Small Business” under FCC Rules, being “Related Entities”). Vendor agrees, atCricket’s request, to promptly enter into one or more agreements with each Related Entity for theprovision of equipment, software and services to such Related Entity on substantially the sameterms and conditions as set forth in this Agreement, provided such Related Entity is not acompetitor or an affiliate of a competitor of Vendor in the business of manufacturing, installingor selling telecommunication products to services providers.     SECTION 3. PURCHASE ORDERS AND SCHEDULESCricket Communications/Alcatel-Lucent Proprietary and Confidential Information
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          3.1 Purchase Orders. All Purchase Orders under this Agreement shall be submitted bya Purchaser. Each Purchaser may deliver Purchase Orders to Vendor at any time and from time totime during the Term. Such Purchase Orders shall be sent to Vendor either by certified mail,electronic transmission or another mutually acceptable manner. Purchaser and Vendor agree to useelectronic data interchange to the maximum extent reasonably possible. For any Purchase Order sentby mail the following address shall be used:Lucent Technologies Inc.