Exhibit 10.1



 





Exhibit 10.1

*** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS

DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER 17

C.F.R. SECTIONS 200-.80(B)(4), 20083 AND 230.406




AMENDMENT NO. 6

TO

AMENDED AND RESTATED

SYSTEM EQUIPMENT PURCHASE AGREEMENT

BETWEEN

CRICKET COMMUNICATIONS, INC.

AND

NORTEL NETWORKS INC.



This Amendment No. 6 (this “Amendment”) is made effective as of the date last signed below (the
“Amendment No. 6 Effective Date”), by and between Cricket Communications, Inc., a Delaware
corporation (the “Owner”), and Nortel Networks Inc., a Delaware corporation (the “Vendor”).



WHEREAS, Owner and Vendor entered into an Amended and Restated System Equipment Purchase Agreement
effective December 23, 2002, for the sale, licensing, and purchase of Vendor’s Products and
Services, as amended by (i) Amendment No. 1, dated effective February 7, 2003; (ii) Amendment No.
2, dated effective December 22, 2004; (iii) Vendor’s letter to Amir Rajwany regarding “Customer
Acknowledgment and Approval of Project” dated March 4, 2005 and executed by Owner on March 9, 2005;
(iv) Amendment No. 3, dated effective October 11, 2005; (v) Amendment No. 4, dated effective
December 22, 2005; and (v) Amendment No. 5, dated effective May 22, 2006 (together, the
“Contract”); and,



WHEREAS, Owner and Vendor now wish to, among other things, provide for a certain ***
offer for the *** region as described below.



NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration the receipt and sufficiency of which is hereby acknowledged, Owner and
Vendor hereby agree to amend the Contract as follows:





	1.	 	Unless otherwise defined, capitalized terms herein shall have the same meaning as in the
Contract.
	 
	2.	 	Add a new Section 11.0 ( *** Offer) to Attachment 1 to Amendment No. 3 (as
amended by Amendment No. 5) as follows:
	 
	 	 	“11.0 *** Offer.
	 
	 	 	***







 




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




Nortel Confidential and Proprietary Information

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	3.	 	Except as specifically modified by Amendment No. 6, the Contract in all other respects shall
continue in full force and effect.




IN WITNESS WHEREOF, the parties have caused this Amendment No. 6 to be signed by their duly
authorized representatives effective as of the date first set forth above.




	 	 	 	 	 	 	 
	CRICKET COMMUNICATIONS, INC.	 	NORTEL NETWORKS INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ John Saboe
	 	By:
	 	/s/ Lance Levin
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	John Saboe
	 	Name:
	 	Lance Levin
	 

	 	 
	 	 	 	 
	 

	 	(Type/Print)
	 	 	 	(Type/Print)
	 
	 	 	 	 	 	 
	Title:

	 	VP Engineering
	 	Title:
	 	Counsel, North America
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	8-31-06
	 	Date:
	 	August 31. 2006
	 

	 	 
	 	 	 	 




Tax ID: 33-0879924

Address: 10307 Pacific Center Court, San Diego, CA 92009




OCD #27067




Nortel Confidential and Proprietary Information

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