Exhibit 10.2



 





Exhibit 10.2

*** 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. 7

TO

AMENDED AND RESTATED

SYSTEM EQUIPMENT PURCHASE AGREEMENT

BETWEEN

CRICKET COMMUNICATIONS, INC.

AND

NORTEL NETWORKS INC.



This Amendment No. 7 (this “Amendment”) is made effective as of the date last signed below (the
“Amendment No. 7 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; (vi) Amendment No. 5, dated effective May 22, 2006; and (vii) Amendment No. 6,
dated effective August 31, 2006; (together, the “Contract”); and,



WHEREAS, Owner and Vendor now wish to, among other things, provide for a certain commitment by
Owner and provide for certain pricing for certain new markets 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.	 	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







 




			
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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 therein
	 
	10.	 	Attachment 1, Exhibit A09 (Amendment No. 7 Markets Initial Build-Out Pricing (EVDO)) shall be
added to the Contract and incorporated therein.







 




			
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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, the parties have caused this Amendment No. 7 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/ Glenn Umetsu
	 	By:
	 	/s/ Lance Levin
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	Glenn Umetsu
	 	Name:
	 	Lance Levin
	 

	 	 
	 	 	 	 
	 

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

	 	Exec VP & CTO
	 	Title:
	 	Counsel, North America
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	10/16/06
	 	Date:
	 	10-18-06
	 

	 	 
	 	 	 	 




Tax ID: 33-0879924

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




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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 ( *** ) INITIAL BUILD-OUT PRICING (VOICE)

EXHIBIT A06




[See attached].





 




			
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Nortel Networks Confidential




	 	 	 
	Customer:

	 	New Amendment No.7 Markets — ***
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Quote Number:

	 	B2006032112.6R2
	 
	 	 
	Date:

	 	August 21, 2006






	 	 	 	 	 	 	 	 	 
	 	 	 
	 	Qty	 	Description	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	1

	 	New Amendment No.7 Markets — ***
	 	 	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Total Quote:
	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Total Covered POPs
	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Price per Covered POP
	 	***	 





***






 




			
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1









 





			
	 	 	 
	
	 	





 




Nortel Networks Confidential




	 	 	 
	Customer:

	 	Cricket Communications — Initial Build-Out
	 

	 	New Amendment No. 7 Markets — ***
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Quote Number:

	 	B2006032112.6R2
	 
	 	 
	Date:

	 	August 21, 2006
	 
	 	 
	***
	 	 








 




			
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2









 





Nortel Networks Confidential



B2006072824.1



 



***






 




			
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Nortel Networks Confidential



B2006072824.1



 



***






 




			
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[1 Additional Page Redacted]





 









 





Nortel Networks Confidential



B2006032112.6R2



 



***






 




			
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Nortel Networks Confidential



B2006032112.6R2



 



***






 




			
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Nortel Networks Confidential



B2006032112.6R2



 



***






 




			
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Nortel Networks Confidential



B2006032112.6R2



 



***






 




			
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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 ( *** ) INITIAL BUILD-OUT PRICING (VOICE)

EXHIBIT A07



[See attached].






 




			
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Nortel Networks Confidential




	 	 	 
	Customer:

	 	Cricket — Initial Build-Out
	 

	 	New Amendment No. 7 Markets — ***
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Quote Number:

	 	B2006072811.4
	 
	 	 
	Date:

	 	August 21, 2006






	 	 	 	 	 	 	 	 	 
	 	 	 
	 	Qty	 	Description	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	1

	 	New Amendment No. 7 Markets — ***
	 	 	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Total Quote:
	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Total Covered POPs
	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Price per Covered POP
	 	***	 





***






 




			
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Nortel Networks Confidential




	 	 	 
	Customer:

	 	Cricket Communications — Initial Build-Out
	 

	 	New Amendment No. 7 Markets — ***
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Quote Number:

	 	B2006072811.4
	 
	 	 
	Date:

	 	August 21, 2006
	 
	 	 
	***
	 	 








 




			
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Nortel Networks Confidential



B2006060911



 



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Nortel Networks Confidential



B2006060911



 



***






 




			
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Nortel Networks Confidential



B2006060911



 



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Nortel Networks Confidential



B2006060911



 



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Nortel Networks Confidential



B2006060911



 



***






 




			
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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 ( *** ) INITIAL BUILD-OUT PRICING (EVDO)

EXHIBIT A08



[See attached].






 




			
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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



***






 




			
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Nortel Networks Confidential




	 	 	 
	Customer:

	 	Cricket Communications
	 

	 	New Amendment No. 7 Markets — ***
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Quote Number:

	 	B2006032118.2
	 
	 	 
	Date:

	 	August 21, 2006






	 	 	 	 	 	 	 	 	 
	 	 	 
	 	Qty	 	Description	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	1

	 	New Amendment No. 7 Markets — ***
	 	 	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Subtotal:
	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	          ***
	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Total Quote
	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Total Covered POPs
	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Price per Covered POP	 	***	 





***






 




			
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Nortel Networks Confidential



B2006032118.2



 



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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 ( *** ) INITIAL BUILD-OUT PRICING (EVDO)

EXHIBIT A09



[See attached].






 




			
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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



***






 




			
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Nortel Networks Confidential





	 	 	 
	Customer:

	 	Cricket Communications
	 

	 	New Amendment No. 7 Markets — ***
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Quote Number:

	 	B2006053013.3
	 
	 	 
	Date:

	 	August 21, 2006






	 	 	 	 	 	 	 	 	 
	 	 	 
	 	Qty	 	Description	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	1

	 	Cricket Communications
	 	 	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Subtotal:
	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	***
	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Total Quote
	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Total Covered POPs
	 	***	 
	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	Price per Covered POP
	 	***	 





***






 




			
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Nortel Networks Confidential



B2006053013.3



 



***






 




			
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