<PAGE>
                                                                 EXHIBIT 10.12.6

                   AMENDMENT NO. 6 TO THE AMENDED AND RESTATED
                       SYSTEM EQUIPMENT PURCHASE AGREEMENT

         THIS AMENDMENT NO. 6 (this "Amendment" or "Amendment No. 6") is made
and entered into by and between CRICKET COMMUNICATIONS, INC., a Delaware
corporation ("Owner") and LUCENT TECHNOLOGIES INC., a Delaware corporation
("Vendor") and is effective as of this 4th day of February, 2004 (the "Amendment
No. 6 Effective Date").

                                    RECITALS

         A.    WHEREAS, Owner and Vendor are parties to that certain Amended and
Restated System Equipment Purchase Agreement, dated as of June 30, 2000 (the
"SEPA"), as amended by Amendment No. 1, effective March 22, 2002 ("Amendment No.
1"), Amendment No. 2, effective March 22, 2002 ("Amendment No. 2"), Amendment
No. 3, effective March 22, 2002 ("Amendment No. 3"), Amendment No. 4, effective
September 10, 2002 ("Amendment No. 4"), the Letter Agreements dated September
30, 2002 and December 30, 2002 (the "Letter Agreements"), and Amendment No. 5,
executed on September 23, 2003 ("Amendment No. 5", and the SEPA, Amendment Nos.
1-5 and the Letter Agreements are collectively referred to herein as the
"Contract" or "SEPA"); and

         B.    WHEREAS, pursuant to Amendment No. 5 Vendor agreed to offer
Vendor's Spares Exchange Services ("SES"), Repair Service and Return ("RS&R"),
Remote Technical Support for CBX500 wireless products ("RTS-A") and Remote
Technical Support for PSAX2300 wireless products ("RTS-Lite") programs to Owner,
and Owner and Vendor agreed to enter into agreements for the provision of such
programs following the Settlement Date (as such term is defined in Amendment No.
5); and

         C.    WHEREAS, the Settlement Date has occurred and Owner and Vendor,
by this Amendment No. 6, have agreed to amend certain terms of the Contract to
provide certain terms and conditions for Owner to purchase from Vendor (i)
Repair & Exchange Services ("RES") in place of SES, (ii) RS&R, and (iii) RTS
Advantage ("RTS") in place of RTS-A and RTS Lite.

         D.    Any capitalized term used herein and not otherwise defined shall
have the meaning given to such term in the Contract.

         NOW, THEREFORE, incorporating the Recitals herein, and for other good
and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, Vendor and Owner
agree as follows:

                                    AGREEMENT

                             AMENDMENTS TO CONTRACT

         1.1   Effective as of the Amendment No. 6 Effective Date, Section 1.1
of the Contract shall be and is hereby amended by adding the following new
definition in the appropriate alphabetical order:

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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         "Amendment No. 6" means Amendment No. 6 to the Amended and Restated
         System Equipment Purchase Agreement dated as of February 4, 2004 by and
         between Owner and Vendor.

         1.2   Effective as of the Amendment No. 6 Effective Date, Section 8 of
the Contract shall be and is hereby amended by adding a new Section 8.4 as
follows:

"Section 8.4. RES Program.

         (a)   Subject to Vendor's prior receipt from Owner of (i) a Purchase
         Order for RES, (ii) payment of a deposit in the amount of [ *** ] (the
         "RES Deposit"), and (iii) the prorated quarterly fee payment for the
         first calendar quarter 2004, Vendor shall provide its RES program (the
         "RES Program") to Owner upon the terms and conditions set forth in that
         certain RES Statement of Work (the "RES SOW") attached as Attachment B
         to Amendment No. 6. [ *** ]

         (b)   Until the later to occur of (i) the Effective Date (as defined in
         Amendment No. 5) and (ii) Owner has re-established credit terms
         satisfactory to Vendor, Owner shall make each quarterly fee payment for
         RES (in addition to the payment of the RES Deposit) in advance, before
         the first Business Day of each calendar quarter for which Owner
         purchases RES.

         (c)   If at any time during the calendar quarter during which the RES
         Program is then in effect, the RES Deposit balance falls below the sum
         of [ *** ], within [***] business days of Vendor's written notice to
         Owner to that effect, Owner shall make payment to Vendor of an amount
         sufficient to restore the balance of the RES Deposit to the sum of [
         *** ] (the "Deposit Renewal Payment"). Owner's failure to pay any
         Deposit Renewal Payment as required by this subsection shall constitute
         a failure to pay an amount when due and owing under Section 24.7.1(a)
         of the Contract.

         (d)   RES Program Return Payment. In the event that the RES Program
         terminates as a result of Vendor's exercise of its remedies resulting
         from an Owner Event of Default or upon termination of the Contract (the
         "RES Termination Date"):

               (i)    Within [ *** ] after the RES Termination Date, Vendor
         shall refund to Owner the then existing balance of the RES Deposit less
         the sum of the following amounts:

                      a.     the aggregate amount of all unpaid applicable list
         prices, as set forth in Vendor's PCS Price Reference Guide in effect on
         the RES Termination Date (the "List Price Guide") for equipment that
         Vendor has delivered to Owner pursuant to the RES Program in exchange
         for old equipment (the "Exchange Equipment"), but which Exchange
         Equipment Owner has failed to return to Vendor in accordance with the
         RES SOW; and

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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<PAGE>

                      b.     the aggregate amount of all unpaid restocking fees
         for each item of Exchange Equipment.

               (ii)   In the event that the foregoing calculation results in a
         negative balance, Vendor shall issue an invoice to Owner for any
         amounts due and owing to Vendor, and Owner shall pay such invoice
         within [ *** ]. The provisions of this Section 8.4 shall survive the
         termination of the Contract.

         (e)   Termination. Notwithstanding anything to the contrary set forth
         herein, the RES Program shall terminate upon termination of the
         Contract."

         1.3   Effective as of the Amendment No. 6 Effective Date, Section 8 of
the Contract shall be and is hereby further amended by adding a new Section 8.5
as follows:

         "8.5  RS&R Program. (a) Subject to Owner's payment to Vendor of $[ ***]
         to be held in the Deposit Account (as defined in Attachment A to
         Amendment No. 6) in accordance with the terms and conditions set forth
         on such Attachment A and in the Contract, Vendor shall provide its RS&R
         program to Owner (the "RS&R Program") upon the terms and conditions set
         forth on Attachment A to Amendment No. 6 (retroactive to the Filing
         Date (as defined in Amendment No. 5)). Until the later to occur of (a)
         the Effective Date (as defined in Amendment No. 5) and (b) Owner has
         re-established credit terms satisfactory to Vendor, Owner shall
         maintain the Deposit Account in accordance with the Contract. Owner's
         failure to restore the balance of the Deposit Account within the
         Payment Period (as defined in Attachment A to Amendment No. 6) shall
         constitute a failure to pay an amount when due and owing under Section
         24.7.1(a) of the Contract. [ *** ]

         (b)   RS&R Program Return Payment. (i) In the event that the RS&R
         Program terminates as a result of Vendor's exercise of its remedies
         resulting from an Owner Event of Default or upon termination of the
         Contract (the "RS&R Termination Date"), within [ *** ] after the RS&R
         Termination Date, Vendor shall refund to Owner an amount equal to the
         then existing balance of the Deposit Account less the sum of all
         outstanding and unpaid charges for out-of-warranty Products, NTF and
         ATP Products that are shipped to Vendor under the RS&R Program (as such
         terms are defined in Attachment A to Amendment No. 6).

               (ii) In the event that the foregoing calculation results in a
         negative balance, Vendor shall issue an invoice to Owner for any amount
         due and owing to Vendor, and Owner shall pay such invoice within [ ***
         ]. The provisions of this Section 8.5 shall survive the termination of
         the Contract.

         (c)   Termination. Notwithstanding anything to the contrary set forth
         herein, the RS&R Program shall terminate upon termination of the
         Contract."

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       3

<PAGE>

         1.4   Effective as of the Amendment No. 6 Effective Date, Section 8 of
the Contract shall be and is hereby further amended by adding a new Section 8.6
as follows:

         "8.6  RTS Program. (a) Vendor shall provide RTS (the "RTS Program") to
         Owner upon the terms and conditions set forth on Attachment C to
         Amendment No. 6 (retroactive to August 20, 2003).

         (b)   Notwithstanding anything to the contrary set forth in the
         Contract, all fees and charges otherwise due under the RTS Program
         shall be considered paid in full by Owner upon Vendor's receipt of
         [ *** ]

         (c)   Termination. Notwithstanding anything to the contrary set forth
         herein, the RTS Program shall terminate upon termination of the
         Contract."

                              ADDITIONAL PROVISIONS

         2.1   RATIFICATION AND CONFIRMATION. Except as amended and supplemented
by this Amendment, all of the terms and provisions of the Contract shall remain
in full force and effect and, except as expressly amended by this Amendment, are
hereby ratified and confirmed.

         2.2   GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of California as applied to contracts
formed and intended to be performed within such state, without regard to
principles of conflicts of law.

         2.3   ATTACHMENTS AND EXHIBITS. All Attachments and Exhibits attached
hereto are hereby incorporated by reference and made a part of this Amendment
and the Contract with the same force and effect as though set forth in their
entirety herein and therein; provided, however, that to the extent any of the
term, provision or condition of any Attachment or Exhibit attached hereto is
inconsistent any term, provision or condition of this Amendment, then the
applicable term, provision or condition in this Amendment shall control.

         2.4   ENTIRE AGREEMENT. This Amendment and the Contract contains the
entire and only agreement between the parties to this Amendment with respect to
the subject matter hereof and thereof and supersedes all oral negotiations and
prior writings, with respect to the subject matter hereof and thereof.

         2.5   COUNTERPARTS. This Amendment may be executed in any number of
counterparts and each such counterpart shall be deemed an original, but all such
counterparts shall constitute one and the same agreement. This Amendment shall
be deemed to have been executed and delivered when Vendor has received
counterparts hereof executed by all parties listed on the signature pages
hereto.

         2.6   FACSIMILE SIGNATURES. Signatures of this Amendment No. 6 by
facsimile shall bind the parties hereto.

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       4

<PAGE>

         2.7   SEVERABILITY. To the extent this Amendment is inconsistent with,
or prohibited or unenforceable under, any applicable law or regulation, it shall
be deemed modified and applied in a manner consistent with such law or
regulation. Any provision of this Amendment which is deemed unenforceable or
invalid in any jurisdiction shall not affect the enforceability or validity of
the remaining provisions of this Amendment or the same provisions in any other
jurisdiction.

         2.8   MODIFICATIONS, CONSTRUCTION, AMENDMENTS AND WAIVERS. This
Amendment may not be modified or amended, or any provision thereof waived,
except in a writing signed by the parties to this Amendment; provided, however,
that Vendor shall have the right to amend the List Price Guide annually, and
Vendor shall provide such amended List Price Guide to Owner. Each such amended
List Price Guide shall replace the prior List Price Guide (which shall have no
further force or effect), and shall be incorporated by reference and made a part
of this Amendment and the Contract with the same force and effect as though set
forth in their entirety herein.

         2.9   HEADINGS. The headings and underscorings of sections and clauses
have been included herein for convenience only and shall not be considered in
interpreting this Amendment.

         IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have caused this Amendment No. 6 to be executed by their duly
authorized representatives effective as of the date first above written.

LUCENT TECHNOLOGIES INC.,                   CRICKET COMMUNICATIONS, INC.,
a Delaware corporation                      a Delaware corporation
By:_______________________________          By:________________________________
Name:_____________________________          Name:______________________________
Title:____________________________          Title:_____________________________
Date:_____________________________          Date:______________________________

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       5

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                   RS&R SOW - ATTACHMENT A TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                 AGREEMENT BETWEEN LUCENT TECHNOLOGIES INC. AND
                          CRICKET COMMUNICATIONS, INC
                                      FINAL

                                                    Contract No. LNM99NMB504000,
                                                   Amendment No. 6, Attachment A

                            REPAIR SERVICE AND RETURN

ESTABLISHMENT OF ACCOUNT

Upon receipt by Vendor of $[ *** ] in collected funds from Owner, Vendor will
open a RS&R account for Owner, (the "Deposit Account"). The parties acknowledge
that Owner currently has the Deposit Account established for RS&R. Vendor will
continue to provide RS&R unless suspended or terminated pursuant to the
Contract. Upon the Effective Date (as such date is defined in Amendment No. 5 to
the Contract), Vendor may, upon request by Owner, and pending establishment of
new credit terms, in Vendor's sole and absolute discretion, consider releasing a
portion of the Deposit Account.

RS&R PROCESS UPON ESTABLISHMENT OF DEPOSIT ACCOUNT

         1)    Equipment that is not serviced by the RES Program shall be placed
               in Vendor's standard RS&R process for servicing. Vendor's receipt
               of Equipment shall constitute authorization to Vendor to
               determine whether the Equipment is under warranty. Equipment
               covered under warranty is repaired and returned at no cost to
               Owner pursuant to the applicable warranty provisions for such
               Equipment under the Contract. If the Equipment is not under
               warranty Vendor shall repair consistent with the charges included
               in Vendor's RS&R Price Guide. Should such repair charge not be
               listed in the RS&R Price Guide, Vendor will promptly submit to
               Owner a quote of the repair charges. Owner shall promptly direct
               Vendor as to whether such repairs are approved.

         2)    As indicated above, Equipment covered under warranty shall be
               repaired by Vendor and returned at no cost to Owner pursuant to
               the applicable warranty provisions for such Equipment.

         3)    Out of warranty Equipment is repaired and returned to Owner, with
               repair cost, tax and shipping charged against the Deposit
               Account, unless otherwise paid in advance by Owner. Repair costs
               and No Trouble Found /All Tests Passed costs are based on cost
               matrix that exists at the time of repair and will be provided to
               Owner and updated on a regular interval basis.

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       6

<PAGE>


                   RS&R SOW - ATTACHMENT A TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                 AGREEMENT BETWEEN LUCENT TECHNOLOGIES INC. AND
                          CRICKET COMMUNICATIONS, INC
                                      FINAL

                                                    Contract No. LNM99NMB504000,
                                                   Amendment No. 6, Attachment A

         4)    All No Trouble Found (NTF) or All Tests Passed (ATP) shall be
               charged against the Deposit Account, unless otherwise paid in
               advance by Owner.

         5)    If Equipment subject to the RS&R process cannot be repaired,
               Owner shall be notified and asked for directions as to further
               disposition by email within [ *** ] Business Days from receipt of
               the Equipment for servicing by Vendor. Such Equipment can either
               be returned to Owner or disposed of based on Owner's desire. If
               replacement of such Equipment is considered necessary by Owner,
               any price quote for a replacement Equipment shall be requested by
               Owner from the Vendor Account Team, and subject to the terms of
               the Contract.

         6)    At such time the Deposit Account balance is less than $[ *** ],
               Owner shall, within [ *** ] of Vendor's emailed request (the
               "Payment Period"), wire sufficient funds to restore the Deposit
               Account balance to $[ *** ]. Owner's failure to restore the
               Deposit Account balance within the Payment Period may result in
               suspension of all RS&R services pursuant to the terms of the
               Contract.

         7)    [ *** ]

         8)    The Deposit Account will be utilized only for RS&R of out of
               warranty Equipment, No Trouble Found (NTF) or All Test Passed
               (ATP) that are shipped to Vendor.

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       7

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                    RES SOW - ATTACHMENT B TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
             AGREEMENT BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC
                                      FINAL

                                                    Contract No. LNM99NMB504000,
                                                   Amendment No. 6, Attachment B

1.       MAINTENANCE DEFINITIONS

"Coverage Period" shall mean the times of day and the days of the week during
which RES will be provided hereunder and during the term of this RES program
which term shall be from the date Owner meets all the requirements of Section
2.6 below through March 31, 2005 or termination of the SEPA.

"Assistance Request" or "AR" shall mean an Owner-initiated request for
Maintenance Services to be performed. An AR will be considered valid when Vendor
acknowledges the request for assistance from Owner and confirms our
acknowledgement by providing Owner with an AR tracking number (call number,
ticket number). An AR may be initiated by Owner by telephone through the Vendor
designated technical support number(s) identified in this Agreement or through
the Vendor's web site ("Lucent.com"): http://www.lucent.com/support. Lucent.com
should not be used to initiate an AR when urgent assistance is needed. Requests
for assistance opened through Lucent.com are exempt from all response
requirements as defined in this statement of work ("SOW").

"RES" means the repair and exchange services to be provided by Vendor hereunder.

All terms used but not specifically defined herein shall have the same meaning
as set forth in that certain Amended and Restated System Equipment Purchase
Agreement, dated as of June 30, 2000, as amended (the "SEPA").

2.       REPAIR & EXCHANGE SERVICES
RES provides repair or exchange of Parts specifically listed in Exhibit 2
(attached to this Attachment B) entitled "Cricket RES Supported Parts List."
Such Exhibit 2 - Cricket RES Supported Parts List - is Vendor's standard Parts
list of FRU's (as defined below in Section 2.1) for all customers subscribing to
Vendor's current repair and exchange services program. The Parts listed in such
Exhibit 2 are the FRU's that are eligible for RES and are part of the Covered
Equipment listed in Exhibit 1 (attached to this Attachment B) entitled "Cricket
RES Covered Equipment." RES, when combined with Vendor's standard repair service
and return services (further described as "RS&R" as set forth in Attachment A to
Amendment No. 6 of the SEPA), will cover all of Owner's Equipment items
purchased from Vendor under the SEPA comprising Owner's Systems.

RES is priced on the basis of the Vendor-provided Equipment as identified in
Exhibit 1 hereto entitled Cricket RES Covered Equipment (the "Covered
Equipment"). Covered Equipment with quantities listed represents that Covered
Equipment contained in Owner's network of Systems as of the beginning of the
Coverage Period. The RES pricing in Section 2.5 below is subject to increase
should Owner add new incremental

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       8

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                    RES SOW - ATTACHMENT B TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
             AGREEMENT BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                               COMMUNICATIONS, INC
                                      FINAL

                                                    Contract No. LNM99NMB504000,
                                                   Amendment No. 6, Attachment B

Covered Equipment to Owner's network of Systems subsequent to the beginning of
the Coverage Period. Such increase in RES pricing shall be consistent with
Vendor's general pricing policy for all Vendor customers subscribing to RES. All
Parts that comprise the Covered Equipment owned by Owner will carry the same
Coverage Period and Response levels.

The RES program only provides for the repair or exchange of Parts and does not
include any accompanying technical or installation services of any kind.

2.1 RES DEFINITIONS

"Response Time" shall mean the elapsed time during the Coverage Period from the
time of issuance of the AR tracking number by Vendor until the Part is delivered
to Owner or until an attempt is made to deliver the Part per Owner's
instructions.

"Part", also referred to as a "Field Replaceable Unit" or "FRU", shall mean the
product assembly or subassembly of the Covered Equipment that can reasonably be
removed from service and/or installed without the use of uncommon tools and/or
methods. For the purpose of RES, Parts shall be specifically limited to those
described in Exhibit 2 - "Cricket RES Supported Parts List." Vendor shall have
sole authority for defining the composition of Parts to be exchanged or
repaired. Each type of Part will be assigned an identifier to distinguish it for
a particular function or purpose. This Part identifier will be used in
communication between Owner and Vendor when discussing Part(s) to be repaired or
exchanged. All exchanged Parts will be like-for-like, except where Vendor
determines that a replacement Part of a different type is fully compatible with
the Form, Fit, and Function of the defective unit being replaced. Each Part will
also have an assigned serial number to uniquely identify and distinguish it from
other Parts of similar type. Owner must always provide the Part reported as
suspected faulty and requested for exchange. In the event Owner has parts for
repair that are not included on the Exhibit 2 - "Cricket RES Supported Parts
List," Owner may request that Vendor add the part. If Vendor agrees to add the
part to the Cricket RES Supported Parts List, the added Part will be covered by
RES within [ *** ] days of the date added. Owner shall provide Vendor with as
much information about Parts as is reasonably available to Owner as requested by
Vendor, including, without limitation, the MSC locations or addresses of the
Parts.

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       9

<PAGE>

                    RES SOW - ATTACHMENT B TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
             AGREEMENT BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                               COMMUNICATIONS, INC
                                      FINAL

                                                    Contract No. LNM99NMB504000,
                                                   Amendment No. 6, Attachment B

"Repair" shall mean the diagnosis and replacement or reconfiguration of
components necessary to restore Part(s) to their original published operating
specifications. Repair may include, at Vendor's sole discretion, the replacement
of the entire Part with a like-for-like Part. Replacement products and
components may be new, remanufactured, refurbished, or used and certified as
meeting like-new operating standards. Any removed products and components will
become the property of Vendor.

"No Trouble Found" or "NTF" shall mean that Vendor has determined that a Part,
which has been reported as defective, contains no faulty components and passes
diagnostic testing. A Part that has been labeled "No Trouble Found" or "NTF" by
Vendor will not have any components replaced and will not be physically or
materially altered in any way.

"Part Request" or "PR" shall mean that Vendor has authorized a Part to be
repaired or exchanged according to the terms of this Agreement. A Part Request
record is created after an Assistance Request is created. Each Assistance
Request may have more than one Part Request associated with it.

"Fit" means the suitability or readiness of a product for a particular
application, including environmental extremes, marginal parameters, physical and
signal compatibility with interfacing systems and surroundings, level of
performance, safety margins, reliability, maintainability and installability.

"Form" means the weight, density, chemical or product composition, size, shape,
structure, appearance, protocol, pattern, composition, configuration and
marking/identification of product and software.

"Function" means the set of features that the product has been designed for use,
in accordance with its Specifications.

2.2 RES REQUIREMENTS

Owner agrees to purchase and maintain a contract with Vendor for Remote
Technical Support services for each System that is consistent with the Term and
Coverage Period of RES. Vendor acknowledges that Owner has satisfied the
foregoing requirement by payment of the applicable ARMF fees under the SEPA.

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       10

<PAGE>

                    RES SOW - ATTACHMENT B TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
             AGREEMENT BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                               COMMUNICATIONS, INC
                                      FINAL

                                                    Contract No. LNM99NMB504000,
                                                   Amendment No. 6, Attachment B

Vendor will initiate a Part Request to be performed under the terms of this
Agreement only after (1) a Vendor technical support engineer determines a Part
to be suspected faulty, OR (2) Owner has successfully diagnosed and isolated a
faulty Part, AND (3) a Vendor technical support engineer acknowledges Owner's
analysis and identifies the suspected faulty Part identification number or code.

2.3 RES EXCLUSIONS

The following items and conditions (except for Pre-Existing Condition Parts) are
excluded from RES:

         -     Pre-existing conditions making the Part Defective prior to the
               RES Coverage Period, except that Owner and Vendor acknowledge
               that Owner currently has some Parts which already have defects
               and are considered "pre-existing" making the Part Defective prior
               to the beginning of the Coverage Period, but Vendor has agreed to
               not exclude such Parts provided that Owner shall provide Vendor
               with a list of all such currently Defective Parts within [ *** ]
               of the date on which Amendment No. 6 to the SEPA is executed by
               both parties or by February 6, 2004 which ever is earlier.
               Thereafter, Owner and Vendor will work to mutually agree on a
               not-to-exceed ("NTE") quantity of Defective Parts considered
               "pre-existing" to this RES Coverage Period (the "NTE Defective
               Parts"). Upon Owner's and Vendor's written agreement with respect
               to the quantity of NTE Defective Parts, Owner and Vendor will
               work to replace such NTE Defective Parts over the following [ ***
               ] period such that replacements will be prorated evenly and will
               not create undue hardship on either Owner or Vendor.

         -     Defects or malfunctions caused by: (1) actions or inactions of
               non-Vendor personnel; (2) failure to follow the manufacturer's
               installation, operation, or maintenance instructions and (3)
               failure of products following service not performed by Vendor.
               Vendor acknowledges that Owner will be performing most of the
               services to remove Defective Parts and install the new or
               repaired Parts.

         -     Defects or malfunctions that include: (1) modifications made by
               non-Vendor personnel; or (2) attachment of products not supported
               by Vendor.

         -     Passive and mounting hardware including, but not limited to,
               cables, cable assemblies, cords, brackets, bezels, face plates,
               adapters, panels, or labels.

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       11

<PAGE>

                    RES SOW - ATTACHMENT B TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
             AGREEMENT BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                               COMMUNICATIONS, INC
                                      FINAL

                                                    Contract No. LNM99NMB504000,
                                                   Amendment No. 6, Attachment B

         -     Consumables including, but not limited to, fuses, batteries, air
               filters, or transformers.

         -     Documentation or Software in all media forms.

2.4 ADVANCED EXCHANGE

Vendor will provide, upon receiving and accepting Owner ARs, a replacement Part
in advance of receiving a reported Defective Part from Owner. Vendor will
arrange for the delivery of replacement Part(s) to Owner's designated site
within the Response Time specified below in Subsection 2.4.1 and during the
Coverage Period as specified in this Agreement.

Owner may direct Vendor to deliver exchanged material to a location other than
the System Element Site, provided Owner identifies the alternate ship-to
location before the AR is accepted by Vendor. In such cases, Vendor will be
excused from its Response Time obligation, but shall still provide the
applicable Part replacement promptly. Owner is responsible for having personnel
at the System Element Site. Vendor shall be excused from its Response Time
obligation should Vendor's carrier attempt delivery and no Owner personnel is
available for receipt of the exchanged Part.

Upon receiving the replacement Part, Owner will return the reported Defective
Part to Vendor within [ *** ] days. Vendor will provide shipping instructions
and pre-paid shipping labels for this purpose. Owner will follow the shipping
instructions for returning Defective Parts to Vendor, and will use the return
label that Vendor or its authorized logistics agent has provided. Owner's
failure to materially (as is commercially reasonable) follow the return
instructions and/or use the provided return label will be treated by Vendor as
an unreturned Part.

Owner is responsible to include all relevant documentation, if any, with
returned Parts including failure description, diagnostic test results, or some
other indication suggesting that a Part was suspected to be faulty or in need of
replacement, and a reference to Vendor's assigned AR number.

Owner is responsible to provide adequate packing material to protect against a
reasonable risk of damage that would normally occur during shipping by common
carrier. If Owner fails to return the reported Defective Part to Vendor within [
*** ] days of Owner's receipt of the replacement Part, Owner agrees to pay
Vendor full list price for the advanced

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       12

<PAGE>

                    RES SOW - ATTACHMENT B TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
             AGREEMENT BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                               COMMUNICATIONS, INC
                                      FINAL

                                                    Contract No. LNM99NMB504000,
                                                   Amendment No. 6, Attachment B

exchange Part plus US $[ *** ] per item in restocking fees. Owner is to use
Vendor provided packaging (packaging used for the advanced exchanged Part when
returning the Defective Part to Vendor). Should damage in transit occur the
parties will work together to resolve any damage issues based on, among other
things, which party had the risk of loss when such damage occurred. Vendor will
provide to Owner on a weekly basis a report of Defective Parts not received by
Vendor within [ *** ] calendar days of the date Owner received the replacement
Part from Vendor. Owner will be granted an extension of the [ *** ] day return
period referenced above if the weekly report is not provided to the Owner or if
the Part that needs to be returned in [ *** ] days is not shown as due to be
returned in the weekly report submitted to Owner for the week such Part is due.
Such extension shall be deemed to extend the otherwise applicable [ *** ] day
period to [ *** ] calendar days after Vendor submits the weekly report to Owner
that lists the applicable Part as due.

2.4.1 NEXT DAY ADVANCED EXCHANGE (AE-ND); RESPONSE TIME

Vendor will provide advanced exchange of Parts during the next calendar day
following an AR as determined by the time zone of the Part location during the
Coverage Period of 12:00:01 AM Sunday through 11:59:59 PM Saturday, including
holidays, provided that the AR is opened and accepted prior to 5:00 PM local
time as determined by the time zone of the equipment location. Assistance
Requests that are received and accepted after 5:00 PM will be considered
received on the following day. Parts that require custom configuration or
software installation will be shipped for delivery on the second business day
following the AR.

2.5 FEE SCHEDULE: The aggregate price for RES service for all the Systems is
USD$[ *** ] per calendar quarter for a period of 5 quarters, beginning January
1, 2004, and ending at midnight on March 31, 2005. The quarterly fee shall be
pro-rated on daily basis for the first quarter 2004 starting from the day Vendor
receives the first payment for RES. Annualized price is $[ *** ] and Total
Contract Value is $[ *** ]. Purchases of Covered Equipment not identified as
being in Owner's network as of the beginning of the Coverage Period (Covered
Equipment in Exhibit 1 with no quantities listed) may result in an incremental
increase for the RES program. Such increase in RES pricing will be consistent
with Vendor's general pricing policy for all such customers subscribing to RES.

2.6 CONTINGENCIES: This SOW and the pricing above are contingent upon (i) the
execution of this SOW by incorporation into the SEPA via contract amendment,
(ii)

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       13

<PAGE>

                    RES SOW - ATTACHMENT B TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
             AGREEMENT BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                               COMMUNICATIONS, INC
                                      FINAL

                                                    Contract No. LNM99NMB504000,
                                                   Amendment No. 6, Attachment B

Vendor's receipt of the prorated 1st quarterly payment and the delivery of
Purchase Orders for RES through March 31, 2005 no later than the first business
day after execution of this SOW and iii) Vendor's receipt of the deposit amount
of $[ *** ], to be held in escrow for Vendor to draw upon should the Defective
Parts not be returned within [ *** ] days of Owner's receipt of replacement Part
from Vendor. Upon the Effective Date, (as such date is defined in Amendment No.
5), Vendor may, upon request by Owner, pending establishment of new credit
terms, in Vendor's sole and absolute discretion, consider releasing a portion of
the above deposit amount required to be held in escrow.

3.0 RELATIONSHIP WITH SEPA

Notwithstanding anything herein to the contrary, nothing contained in this SOW
or in the associated documents or Purchase Orders for RES shall be deemed to
amend or modify in any manner whatsoever the obligations of the parties under
the SEPA, provided that as to RES, in the event of any conflict between the SEPA
and this SOW, this SOW shall govern. This SOW, once executed shall be deemed
incorporated into the Purchase Orders for RES referenced above. Terms on
Purchase Orders for RES that are different or additional to the terms of this
SOW and the SEPA are deemed void unless specifically agreed in writing
otherwise.

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       14

<PAGE>

                    RES SOW - ATTACHMENT B TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
             AGREEMENT BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC
                                      FINAL
                                    Exhibit 1
                          Cricket RES Covered Equipment

                                                    Contract No. LNM99NMB504000,
                                        Amendment No. 6, Attachment B, Exhibit 1

[***]

[Two Pages of Proprietary and Technical Information Deleted Pursuant to
Confidential Treatment Request]

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       15

<PAGE>

                    RES SOW - ATTACHMENT B TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
             AGREEMENT BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                               COMMUNICATIONS, INC
                                      FINAL
                                    Exhibit 2
                        Cricket RES Supported Parts List

                                                    Contract No. LNM99NMB504000,
                                        Amendment No. 6, Attachment B, Exhibit 2

[***]

[Forty-Three Pages of Proprietary and Technical Information Deleted Pursuant to
Confidential Treatment Request]

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       16

<PAGE>

                         ATTACHMENT C TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                                   AGREEMENT
                  BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC

RTS ADVANTAGE FOR NE/EMS

Lucent Technologies Inc. ("Vendor") Remote Technical Support Advantage for
Network Elements/Element Management Systems (RTS Advantage NE/EMS) service
provides Remote Technical Support (RTS) and Software Patches, Software Updates,
and Software Upgrades, as available, for the InterNetworking Systems (INS) data
products, listed on Appendix A attached hereto.

To be eligible for RTS Advantage NE/EMS service, all software for which the
service is purchased must be at a currently supported revision level. Payment of
[ *** ] is considered payment for and entitles Owner to receive RTS, Software
Patches, Software Updates and Software Upgrades, as available, for the INS data
products listed on Appendix A attached hereto. Hardware upgrades, if any are
required are governed by the terms specified under SEPA.

RTS Advantage NE/EMS service is part of the Vendor's portfolio of maintenance
services, and may be referred to in this Statement of Work ("SOW") as the
"Maintenance Services". The products for which the service is purchased are
sometimes referred to in this SOW as "Maintained Products".

1.       TERM

(a) The word "Term" as used in this SOW includes the Initial Term and any
Renewal Terms, as defined herein. The initial term of Maintenance Services (the
"Initial Term") will begin on the day the purchase order for the Maintenance
Services is accepted, or such other service start date agreed in writing by the
parties (the "Commencement Date") and will continue through the termination of
the SEPA. (b) Except as provided in Section 4 below, Maintenance Services shall
automatically renew for successive calendar year terms (each a "Renewal Term")
on the day following the final date of the Initial Term and each anniversary
thereof, unless either party gives written notice of its intention not to renew
Maintenance Services no later than [ *** ] days prior to the last day of the
then-current Term. Prior to the first day of each Renewal Term, Owner shall
place a confirmatory purchase order for the Renewal Term if Owner's internal
policies require this for purposes of payment of Renewal Term invoices. (c)
After termination by Owner, the Maintenance Services may be subsequently
reinstated with the consent of Vendor and upon payment by Owner of Maintenance
Services fees for the period of time between the date of termination and the
date of reinstatement. The RTS Advantage NE/EMS is considered paid in full [ ***
]. All of the terms should apply accordingly.

2.       VENDOR RESPONSIBILITIES

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       17

<PAGE>

                         ATTACHMENT C TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                                   AGREEMENT
                  BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC

During the period for which Owner subscribes to RTS Advantage NE/EMS, Vendor
will provide:

2.1      Remote Technical Support (RTS)

The Call Window for RTS Advantage NE/EMS is 7x24x365. RTS is provided during the
Call Window to:

         -     Log Owner's Assistance Request (AR). AR as used herein shall mean
               a Owner-initiated request for Maintenance Service. An AR will be
               considered valid when Vendor acknowledges and confirms its
               acknowledgement by providing Owner with an AR tracking number.

         -     Respond to Owner's requests for information.

         -     Troubleshoot system problems down to a Maintained Product
               component level, or sufficiently to exclude Maintained Products
               as the root cause, via phone or modem connection.

         -     Restore the Maintained Product to operational status by providing
               a software workaround or fix when feasible.

         -     Resolve software problems by providing a permanent fix when
               available.

         -     Help identify, and if necessary, provide reasonable assistance
               remotely to assist Owner to apply, available Software Patches and
               Software Updates for Maintained Products as made available per
               the applicable product software support policy.

         -     Provide support for Product that is subject to an ECN, as
               provided in the SEPA.

Vendor additionally will:

Provide 24x7 access to the applicable "Customer Support" content of the
Lucent.com Web site(s) ("Lucent.com") which includes technical product support
information, subscription services, and other self-help facilities, as well as
the ability to submit and status ARs online. Lucent.com is used to deliver
certain items described below in the Software Maintenance section of this SOW.

2.2      Schedule/Time Frame

This section describes the performance objectives for RTS Advantage NE/EMS. The
performance objectives depend upon Severity Levels as defined below.

2.2.1    Severity Levels

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       18

<PAGE>

                         ATTACHMENT C TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                                   AGREEMENT
                  BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC

Severity Levels are defined as the condition of the Maintained Product when
Owner submits an AR. Severity Levels are defined below.

SEVERITY LEVEL 1: THE MAINTAINED PRODUCT IS INOPERATIVE AND OWNER'S INABILITY TO
USE THE PRODUCT HAS A CRITICAL EFFECT ON OWNER'S OPERATIONS. THIS CONDITION IS
GENERALLY CHARACTERIZED BY COMPLETE SYSTEM FAILURE AND REQUIRES IMMEDIATE
CORRECTION. IN ADDITION, ANY CONDITION THAT MAY CRITICALLY IMPACT HUMAN SAFETY
IS CONSIDERED A SEVERITY LEVEL 1 PROBLEM.

SEVERITY LEVEL 2: THE MAINTAINED PRODUCT IS PARTIALLY INOPERATIVE BUT STILL
USABLE BY OWNER. THE INOPERATIVE PORTION OF THE PRODUCT SEVERELY RESTRICTS
OWNER'S OPERATIONS, BUT HAS A LESS CRITICAL EFFECT THAN A SEVERITY LEVEL 1
CONDITION.

SEVERITY LEVEL 3: THE MAINTAINED PRODUCT IS USABLE BY OWNER, BUT WITH LIMITED
FUNCTIONS. THIS CONDITION IS NOT CRITICAL AND DOES NOT SEVERELY RESTRICT OWNER'S
OVERALL OPERATIONS.

SEVERITY LEVEL 4: THE MAINTAINED PRODUCT IS USABLE AND THE CONDITION DOES NOT
MATERIALLY AFFECT OWNER'S OPERATIONS.

2.2.2    Respond, Restore and Resolve Performance Objectives

The performance objectives established by Vendor are measured from the time
Owner contacts Vendor's call receipt center ("CRC") by telephone with an AR.
Response times depend upon the initial Severity Level of the request as reported
by Owner to the CRC. (Vendor reserves the right to assign a higher or lower
Severity Level to a problem once it has verified the problem.) The objectives
for currently supported Maintained Products are outlined in the following
tables:

Vendor INS Data Network Elements *

<TABLE>
 OBJECTIVES               COVERAGE
------------              --------------------------------
<S>                       <C>
 RESPOND                  [ *** ] (Severity Level 1)
                          [ *** ] (Severity Levels 2 & 3)

 RESTORE                  [ *** ] (Severity Level 1)
                          [ *** ] (Severity Level 2)

 RESOLVE                   (PU Issues) [ *** ] ** (Severity Levels 1 & 2 only)
</TABLE>

* Specific elements are covered in Appendix A.

** Changes not requiring a design change or development of software code. If a
design change or development of software code is required, and Vendor elects,
based upon its assessment of technical and economic feasibility, to undertake
same, then a [ *** ] day objective applies.

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       19

<PAGE>

                         ATTACHMENT C TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                                   AGREEMENT
                  BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC

Vendor INS Data Products Element Management Systems*

<TABLE>
 OBJECTIVES                COVERAGE
-------------              ---------------------------------
<S>                        <C>
 RESPOND                   [ *** ] (Severity Levels 1-4)
 RESTORE                   [ *** ] (Severity Level 1)
                           [ *** ] (Severity Level 2)

 RESOLVE                   [ *** ] (Severity Level 1 & 2)
</TABLE>

Objectives for matters attributable to covered third-party products are those
provided by the third-party vendor and are excluded from the timeframes
indicated above. . All third-party products (including Hardware and Software)
and their objectives for which Vendor has licensed to the Owner are listed in
Appendix B, if applicable. For OEM products made a part of Vendor Products and
provided by Vendor under the SEPA are covered in the response times above.

* Specific elements are covered in Appendix A.

2.2.3    Performance Objective Definitions

RESPOND MEANS A VENDOR SUBJECT MATTER EXPERT HAS CONTACTED OWNER REGARDING A
PARTICULAR AR.

RESTORE MEANS THAT THE PROBLEM IS REMEDIED SUFFICIENTLY TO RETURN THE PRODUCT OR
FEATURE TO OPERATIONAL STATUS. RESTORE MAY MEAN THAT A SOFTWARE FIX HAS BEEN
PROVIDED TO TEMPORARILY CORRECT THE PROBLEM, OR A WORKAROUND HAS BEEN
IMPLEMENTED.

RESOLVE MEANS THAT A PROBLEM RESOLUTION HAS BEEN PROVIDED AND THE AR HAS BEEN
CLOSED. THIS MAY OCCUR SIMULTANEOUSLY WITH RESTORE, UNLESS THE RESTORE IS BY
MEANS OF A WORKAROUND SUITABLE ONLY FOR TEMPORARY USE AND VENDOR DETERMINES THAT
A MORE SUITABLE PERMANENT SOLUTION CAN FEASIBLY BE PROVIDED.

If during or after the investigation of any problem, Vendor determines that
Vendor has already made available Software Patches, Software Updates, or
Software Upgrades that, if properly implemented, would have remedied the
problem, then Vendor will immediately advise Owner of the specifics and Vendor
shall be released from any obligations for such problem until Owner has
implemented the applicable items.

3.       SOFTWARE MAINTENANCE

The following software maintenance items are provided under RTS Advantage
NE/EMS:

3.1   Software Patches/Software Updates

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       20

<PAGE>

                         ATTACHMENT C TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                                   AGREEMENT
                  BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC

Software Patches are minor modifications to the Maintained Product to address a
specific problem and help restore a Maintained Product. Software Updates are a
collection of Software Patches and are sometimes referred to as maintenance
releases. Software Updates are generally downloaded via an electronic interface
and do not contain any new or additional features beyond what was provided in
Owner's current software release.

3.2   Software Upgrades

Software Upgrades are releases making more substantial changes than Software
Updates. Software Upgrades may contain new features or the addition of enhanced
functionality to current products. Software Upgrades may also include provision
of third party software upgrades, as made available by the third party software
manufacturer, if the third party software is supported by Vendor and was
licensed to Owner by Vendor. Any Software Upgrades that may be provided by
Vendor under the RTS Advantage NE/EMS service are provided as available. Vendor
does not commit that any Software Upgrades will ultimately be released, made
generally available and therefore provided during the term that Owner subscribes
to the RTS Advantage NE/EMS service. Furthermore, Vendor does not warrant that
any specific features or functionality will be included in any Software Upgrades
that may be provided under the RTS Advantage service prior to the time that a
Software Upgrade is released and made generally available to all RTS Advantage
NE/EMS subscribers.

3.3   Distribution

Software Upgrades may be provided in one or more alternate formats including
network downloadable, CD, tape, etc., depending upon Vendor's determination of
the distribution manner appropriate for the individual product. For example, if
Vendor makes a Software Upgrade available via Web site access, then that is the
distribution method to be used for that Software Upgrade. If Vendor elects to
make multiple media alternatives available such as via the Vendor.com or on a
CD-ROM, and no distribution method is specified in the applicable agreement,
then Owner may elect which of the available distribution methods to use. In any
case, Vendor will work with the Owner to provide a commercially reasonable
alternative available for distribution to get the Owner's Systems upgraded as
soon as possible.

Software Patches, Software Updates and Software Upgrades, are provided together
with corresponding standard documentation, as available, in the same number of
licensed copies as indicated in the agreement under which the original software
was acquired.

3.4   License Terms

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       21

<PAGE>

                         ATTACHMENT C TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                                   AGREEMENT
                  BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC

All software that is ultimately provided in connection with RTS Advantage NE/EMS
service, including without limitation Software Updates, Software Upgrades,
Software Patches or workarounds, is licensed subject to the same terms,
restrictions, and limitations as contained in the licenses under which the
original software was acquired.

4.       DISCONTINUED AVAILABILITY AND VERSION SUPPORT

The term "Version" as used in this SOW refers to Software Updates as well as
Software Upgrades.

Beginning on the day Owner has installed (loaded onto a computer) a new Version,
Vendor will support both the old Version and new Version concurrently for [ ***
] days. Upon completion of the installation of Software Update or Software
Upgrade, Owner agrees to destroy the original and all copies of the previous
Versions, which are in Owner's possession or control within [ *** ] days and, if
requested, certify such destruction to Vendor.

In case of discontinued availability ("DA") of any Maintained Product or
Version, RTS Advantage NE/EMS will continue to be available, subject to the
terms of this SOW, for such Maintained Product or Version for the period stated
in a DA notification provided to Owner, which period shall not be less than [
*** ] from the date of the DA notification ("the Transition Period"). During
such period, availability of new Software Patches and Software Updates shall be
subject to the software support policy of the applicable product family, under
which defect support for lower Severity Levels may be limited. Any renewal of
the Term of this SOW shall apply to such products only through the end of the
Transition Period, and charges relating to such products in any Renewal Term
invoice will be prorated accordingly.

5.       LAB SYSTEMS

RTS Advantage NE/EMS service is intended for Maintained Products deployed
commercially in a communications network. Coverage may be extended to Maintained
Products used in Owner's own lab for testing purposes before and during
commercial use in Owner's network if such lab use is identified on Form A.
Respond-only objectives will apply.

Support for products used in a lab environment or for testing or development
purposes other than as described above is not covered under this SOW.

6.       EXCLUSIONS

The following are excluded from RTS Advantage NE/EMS:

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       22

<PAGE>

                         ATTACHMENT C TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                                   AGREEMENT
                  BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC

ON-SITE TECHNICAL SUPPORT (OTS). OTS IS NOT PROVIDED AS PART OF THIS SERVICE. AT
OWNER'S REQUEST, A VENDOR ENGINEER MAY BE DISPATCHED TO OWNER'S SITE ON A TIME
AND MATERIALS (T&M) BASIS;

PERFORMING PREVENTIVE MAINTENANCE FOR THE MAINTAINED PRODUCTS;

INTEGRATION SERVICES, CUSTOM MODIFICATIONS, INSTALLATION OF SOFTWARE UPDATES,
SOFTWARE UPGRADES, OR SOFTWARE PATCHES;

SUPPORT FOR CUSTOM SOFTWARE FEATURES, THAT IS, ANY FEATURES THAT ARE NOT PRESENT
IN THE GENERALLY AVAILABLE VERSION OF THE MAINTAINED PRODUCT;

SUPPORT FOR THIRD PARTY SOFTWARE NOT LICENSED TO OWNER BY VENDOR;

SOFTWARE UPGRADES FOR OPTIONAL FEATURES, LICENSES FOR WHICH, IF AVAILABLE, MUST
BE PURCHASED SEPARATELY. OPTIONAL FEATURES ARE DEFINED AS A FEATURE, MODULE, OR
FEATURE PACKAGE, WHICH MAY BE LICENSED SEPARATELY;

MAKING CORRECTIONS TO USER-DEFINED REPORTS;

PERFORMING SERVICES CONNECTED WITH RELOCATION OF THE MAINTAINED PRODUCTS;
MAINTAINED PRODUCT RELOCATED BY VENDOR SHALL CONTINUED TO BE COVERED UNDER THIS
RTS SOW.

ASSISTANCE, INCLUDING WITHOUT LIMITATION, MODIFICATION OR REPLACEMENT OF THE
MAINTAINED PRODUCTS, REPAIR OF DAMAGE, OR INCREASE IN SERVICE TIME CAUSED BY OR
REQUIRED AS A RESULT OF ANY OF THE FOLLOWING:

         1.    FAILURE TO CONTINUALLY PROVIDE A SUITABLE OPERATIONAL ENVIRONMENT
               FOR THE MAINTAINED PRODUCT AND ANY COMPUTING HARDWARE ON WHICH A
               MAINTAINED PRODUCT OPERATES INCLUDING, BUT NOT LIMITED TO, THE
               FAILURE TO PROVIDE OR THE FAILURE OF, ADEQUATE ELECTRICAL POWER,
               AIR CONDITIONING, OR HUMIDITY CONTROL AS PER SPECIFICATION OF THE
               MAINTAINED PRODUCT;

         2.    USE OF THE MAINTAINED PRODUCTS IN A MANNER NOT IN ACCORDANCE WITH
               ITS SPECIFICATIONS, OPERATING INSTRUCTIONS, OR LICENSE-TO-USE;

         3.    ACCIDENT; DISASTER, WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO,
               FIRE, FLOOD, EARTHQUAKE, WATER, WIND OR LIGHTNING; TRANSPORTATION
               DIFFICULTIES; TERRORISM OR OTHER HOSTILE ACTION; NEGLECT; OR
               MISUSE; EXCEPT AS FOLLOWS: IN THE EVENT OF A SERVICE INTERRUPTION
               CAUSED BY ACCIDENT, DISASTER, OR TERRORISM VENDOR WILL MAKE EVERY
               COMMERCIALLY REASONABLE ATTEMPT TO RESTORE SERVICE ON THE COVERED
               PRODUCTS. . THE COMMERCIALLY REASONABLE EFFORTS CONTEMPLATED BY
               THE PROVISION DO NOT INCLUDE THE PROVISION OF NEW OR ADDITIONAL
               HARDWARE OR SOFTWARE OR PERFORMANCE OF ON-SITE SERVICES, WHICH IF
               AVAILABLE WOULD REQUIRE PAYMENT OF ADDITIONAL CHARGES;

         4.    MODIFICATIONS, MAINTENANCE, OR REPAIR PERFORMED BY OTHER THAN
               VENDOR DESIGNATED PERSONNEL, INCLUDING CHARGES NOT AUTHORIZED BY
               VENDOR IN THE COVERED PRODUCT OR THE HARDWARE OR THE SOFTWARE
               ENVIRONMENT IN WHICH THE COVERED PRODUCT OPERATES INCLUDING
               WITHOUT LIMITATION THE INTRODUCTION OF UPDATES OF THIRD PARTY
               SOFTWARE OR HARDWARE THAT HAVE NOT BEEN VALIDATED BY VENDOR;

         5.    ATTACHMENT OF UNSPECIFIED OR NON-APPROVED PRODUCTS TO THE
               MAINTAINED PRODUCTS, OR FAILURE OF A PROCESSOR OR OTHER EQUIPMENT
               OR SOFTWARE NOT MAINTAINED BY VENDOR, OR FAILURE OF REMOVABLE OR
               ROTATING STORAGE MEDIA;

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       23

<PAGE>

                         ATTACHMENT C TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                                   AGREEMENT
                  BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC

         6.    DATABASE PROBLEMS: IF THE CONDITION IS DETERMINED TO BE THE
               RESULT OF CORRUPTION OF THE MAINTAINED PRODUCTS DATABASE, AND
               SUCH CORRUPTION IS NOT THE DIRECT RESULT OF THE MAINTAINED
               PRODUCTS, THE CONDITION WILL BE REFERRED BACK TO OWNER. AT
               OWNER'S REQUEST, AND AT VENDOR'S OPTION, VENDOR MAY PREPARE A
               PROPOSAL FOR BILLABLE CORRECTIVE ACTION TO CORRECT OWNER'S
               DATABASE;

         7.    HARDWARE/FIRMWARE PROBLEMS: WHEN A CONDITION HAS BEEN ISOLATED TO
               A HARDWARE OR FIRMWARE PROBLEM AND IT IS DETERMINED TO BE THE
               RESULT OF VENDOR-PROVIDED HARDWARE OR FIRMWARE, VENDOR SHALL
               MANAGE THE RESOLUTION OF THE PROBLEM. HOWEVER, IF THE HARDWARE OR
               FIRMWARE IS NOT VENDOR-MAINTAINED, THE CONDITION WILL BE REFERRED
               BACK TO OWNER FOR DISPOSITION UNDER WHATEVER MAINTENANCE
               ARRANGEMENTS OWNER MAY HAVE FOR SUCH HARDWARE OR FIRMWARE.
               "VENDOR-MAINTAINED" MEANS THAT A CONTRACTUAL ARRANGEMENT IS IN
               PLACE UNDER WHICH VENDOR PROVIDES MAINTENANCE SERVICES FOR THE
               ITEM; MAINTAINED PRODUCTS ARE COVERED AND CONSIDERED INCLUDED IN
               SOW AS EXISTS IN THE OWNER'S SYSTEMS AT THE TIME OF EXECUTION OF
               THIS SOW/AMENDMENT # 6.

         8.    OTHER/INTERFACING PRODUCTS OR SYSTEMS: IF THE CONDITION IS
               DETERMINED TO BE CAUSED BY PRODUCTS OR SYSTEMS OTHER THAN THE
               MAINTAINED PRODUCTS, INCLUDING, BUT NOT LIMITED TO, PRODUCTS OR
               SYSTEMS THAT INTERFACE WITH THE MAINTAINED PRODUCTS, THE
               CONDITION WILL BE REFERRED TO OWNER FOR CORRECTIVE ACTION UNLESS
               THE OTHER PRODUCT/SYSTEM(S) IS VENDOR-MAINTAINED, IN WHICH CASE
               VENDOR SHALL MANAGE THE RESOLUTION OF THE PROBLEM.

At the request of Owner, and at Vendor's option, Vendor may perform services for
the excluded conditions listed above as an enhanced service or service
enhancement, at a mutually agreed upon fee or if no fee is specifically agreed,
then at Vendor's then current hourly rates subject to any applicable per
incident and/or minimum hourly billing requirements.

7.       ADDITIONAL TERMS CONCERNING WEB SITE ACCESS

By accessing any Lucent.com Web site to which Vendor affords Owner access for or
in connection with it's technical support service, Owner agrees to the
following:

         (i) Owner shall not enable or permit Web site access to any person
other than its employees and the employees of its agents, consultants, and
contractors who need to use the Web sites for the operation, administration, and
management of their duties for Owner in accordance with the terms of this SOW;

         (ii) Owner shall identify to Vendor any non-employee who will be given
access to the Web sites, and, if requested by Vendor, will provide a copy of a
Non-Disclosure Agreement executed between Owner and the non-employee in
accordance with the confidentiality terms of the agreement pursuant to which the
Maintained Products were supplied;

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       24

<PAGE>

                         ATTACHMENT C TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                                   AGREEMENT
                  BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC

         (iii) Owner shall use best efforts notify Vendor in writing immediately
of any change in the employment or authorization status of any personnel having
authorized access to the Web sites;

         (iv)Without limiting Vendor's other rights, Vendor may deny access
immediately and in the future to individuals using Web sites other than as
permitted. Vendor will advise Owner of any known unauthorized attempts to access
such Web site and Vendor and Owner will work together to minimize any such
unauthorized attempts. Vendor shall have no liability to Owner on account of
such denial.

8.       OWNER RESPONSIBILITIES

It is required that Owner provide the Vendor Account Manager/Services Account
Manager with a complete listing of all products to be covered under this service
in accordance with the Service Start-up requirements to properly establish
service entitlement. For this purpose, Owner and Vendor will use the Lucent
Technologies Maintenance Services Start Form (included as Form A of this SOW).
Vendor will work with the Owner to establish s completed Services Start Form.
The products identified in Appendix A that currently exist in Owner's Lucent
networks shall be deemed properly covered hereunder without separate listing on
Form A. Information required for Form A has already been provided by Owner to
Vendor under separate cover. Owner will work with the Vendor in good faith to
provide the following:

PROVIDING A SITE ID OR CONTRACT NUMBER, SUBMITTER NAME AND LOCATION, CALLBACK
TELEPHONE NUMBER AND/OR EMAIL ADDRESS, SYSTEM NAME AND LOCATION, PROCESSOR
LOCATION, TYPE AND SERIAL NUMBER, AN ALTERNATE CONTACT, DIAGNOSTIC MATERIAL IF
REQUESTED.

NOTIFYING VENDOR OF THE NEW LOCATION OF ANY RELOCATED MAINTAINED PRODUCTS.

PROVIDING THE PROPER ENVIRONMENT AND ELECTRICAL AND TELECOMMUNICATIONS
CONNECTIONS AS SPECIFIED BY VENDOR.

IDENTIFYING THE SEVERITY LEVEL OF THE PROBLEM (VENDOR RESERVES THE RIGHT IN
CONCURRENCE WITH THE OWNER TO ASSIGN A HIGHER OR LOWER SEVERITY LEVEL TO A
PROBLEM ONCE IT HAS VERIFIED THE PROBLEM).

PROVIDING REMOTE ACCESS TO THE MAINTAINED PRODUCTS WITH APPROPRIATE AGREED UPON
OWNER'S SECURITY ACCESS PROCEDURES (INCLUDING REMOTE ELECTRONIC ACCESS TO THE
COMPUTER SYSTEM HOUSING ANY MAINTAINED PRODUCTS) TO ENABLE VENDOR TO PERFORM
REMOTE TECHNICAL SUPPORT. VENDOR'S OBLIGATIONS ARE CONTINGENT UPON VENDOR HAVING
REMOTE ACCESS AT ALL TIMES AND, IN THE ABSENCE OF SUCH REMOTE ACCESS, VENDOR'S
RESPONSE AND RESTORE TIMES SET FORTH MAY BE ADVERSELY AFFECTED.

ENSURING THAT AUTHORIZED STAFF FOR OPERATION AND MAINTENANCE ARE AVAILABLE
DURING THE ENTIRE SUPPORT PERIOD TO PROVIDE VENDOR WITH INFORMATION (E.G.,
MODEL, SERIAL NUMBER, CURRENT FAILURE SYMPTOMS, ETC.) UPON REQUEST SO THAT
VENDOR CAN PROVIDE OWNER WITH PROPER SUPPORT.

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       25

<PAGE>

                         ATTACHMENT C TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                                   AGREEMENT
                  BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC

MAINTAINING A PROCEDURE EXTERNAL TO THE SOFTWARE PROGRAMS FOR RECONSTRUCTION OF
LOST OR ALTERED FILES, DATA, AND/OR PROGRAMS. VENDOR WILL MAKE REASONABLE
EFFORTS TO PERMIT DATA TO BE SAVED/RETRIEVABLE WHEN FEASIBLE; HOWEVER, VENDOR
WILL NOT BE RESPONSIBLE FOR THE LOSS OF ANY DATA NOR FOR THE COST OF
RECONSTRUCTING DATA STORED ON DISK FILES, TAPES, MEMORIES, ETC. LOST DURING THE
PERFORMANCE OF RTS ADVANTAGE NE/EMS SERVICE OR ON ACCOUNT OF THE FUNCTIONING OF
ANY OF THE MAINTAINED PRODUCTS CONSISTENT WITH THE PROVISIONS REGARDING
LIMITATION OF LIABILITIES PER THE SEPA..

ADHERING TO HARDWARE CONFIGURATION RECOMMENDATIONS AND CAPACITY GUIDELINES AND
LIMITATIONS IN ACCORDANCE WITH THE PRODUCT SPECIFICATIONS, OPERATING
INSTRUCTIONS AND LICENSE TERMS OF THE MAINTAINED PRODUCT AND ANY COMPUTING
HARDWARE ON WHICH A MAINTAINED PRODUCT OPERATES AS PROVIDED TO OWNER BY VENDOR.
EXCEEDING SPECIFIED CAPACITY GUIDELINES WILL VOID THE OBLIGATION OF VENDOR TO
SUPPORT THE PRODUCT FOR WHICH THE CAPACITY HAS BEEN EXCEEDED. VENDOR MAY INFORM
OWNER THAT SUPPORT FOR THE MAINTAINED PRODUCT THAT IS IN AN EXCEEDED CAPACITY
SITUATION WILL COMMENCE ONCE OWNER HAS CORRECTED THE CAPACITY SITUATION AND THE
PRODUCT IS AGAIN OPERATING IN A MANNER CONSISTENT WITH THE SPECIFICATIONS OR
OPERATING INSTRUCTIONS OF THE PRODUCT.

PROVIDING VENDOR A LISTING OF OUTPUT AND ALL SUCH OTHER DATA, WHICH VENDOR
REASONABLY REQUESTS IN ORDER TO REPRODUCE THE CONDITIONS UNDER WHICH THE PROBLEM
OCCURRED. IF VENDOR IS UNABLE TO VERIFY A PROBLEM WITH AN UNMODIFIED VERSION OF
THE MAINTAINED PRODUCT, VENDOR SHALL HAVE NO FURTHER OBLIGATION TO PERFORM
MAINTENANCE SERVICES FOR THAT REPORTED PROBLEM. IF FEASIBLE, AS MUTUALLY
DETERMINED BY OWNER AND VENDOR, VENDOR SHALL ATTEMPT TO FURTHER IDENTIFY THE
PROBLEM VIA ELECTRONIC ACCESS TO OWNER'S SYSTEM AND REVIEW OF OUTPUT (PRINTED
LOGS, ETC.).MAINTAINING THE MAINTAINED PRODUCTS AND SYSTEM IN WHICH THEY ARE
USED:

         -     Install all Software Patches within a reasonable time after such
               patch is made available by Vendor. Owner will make the final
               judgement whether it is in the interest of the owner to apply the
               patch. Should Owner elect not to install such patch within a
               reasonable time, Vendor shall be relieved of any liability due to
               outage or performance defects related to such patch.

         -     Follow all Vendor's and relevant third-party software
               manufacturer's applicable installation, operation,
               administration, and maintenance instructions.

         -     Maintain the Maintained Products to a current supported software
               release. Vendor will notify Owner as new releases become
               available.

EXCEPT FOR SERVICE COMMENCING UPON INSTALLATION BY VENDOR OF PRODUCTS PURCHASED
DIRECTLY FROM VENDOR, IT IS OWNER'S RESPONSIBILITY TO ENSURE THAT COVERED
PRODUCTS ARE IN GOOD OPERATING CONDITION UPON COMMENCEMENT OF THE SERVICE
PERIOD. VENDOR MAY, AT ITS OPTION, INSPECT PRODUCTS PRIOR TO THE SERVICE
COMMENCEMENT DATE TO DETERMINE WHETHER SUCH PRODUCTS ARE IN GOOD OPERATING
CONDITION. IF CERTIFICATION OF GOOD WORKING ORDER IS REQUIRED BECAUSE ANY OF THE
CRITERIA LISTED BELOW IS PRESENT, THE COST OF SUCH INSPECTION MAY BE CHARGED TO
OWNER AT VENDOR'S THEN-CURRENT RATES. ANY SERVICE OR PARTS THAT ARE NECESSARY TO
RESTORE THE PRODUCTS TO GOOD OPERATING CONDITION WILL BE CHARGED TO OWNER AT
VENDOR'S THEN-CURRENT HOURLY RATES AND PARTS PRICES. CERTIFICATION THAT THE
PRODUCTS ARE IN GOOD OPERATING CONDITION IS REQUIRED WHEN ONE OF THE FOLLOWING
CRITERIA IS MET:

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       26

<PAGE>

                         ATTACHMENT C TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                                   AGREEMENT
                  BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC

         -     Maintained Product was not installed by Vendor.

         -     Vendor previously installed the Maintained Product and the
               Warranty has lapsed for more than [ *** ] days with no
               Maintenance Services agreement in place.

         -     Maintained Product is installed and/or moved by Owner.

         -     Maintained Product is used as a spare and is not under a
               Maintenance Services agreement with Vendor.

         -     Notwithstanding the above, Owner's removal and installation of
               FRU's replaced by Vendor shall be excluded from the above
               Certification requirements.

RTS ADVANTAGE NE/EMS SERVICE DOES NOT INCLUDE ASSISTANCE, CORRECTION,
RESOLUTION, OR RESTORATION REQUIRED IN CONNECTION WITH ANY MODIFICATIONS MADE
OTHER THAN THOSE APPROVED BY VENDOR. OWNER IS RESPONSIBLE FOR ANY SUCH MATTERS.
THIS INCLUDES UPDATES FROM MANUFACTURERS OF THIRD- PARTY SOFTWARE THAT HAVE NOT
BEEN VALIDATED BY VENDOR. IF ANY REPORTED CONDITION IS DETERMINED TO BE THE
RESULT OF A PROBLEM ATTRIBUTABLE TO UNAPPROVED MODIFICATIONS, UNSUPPORTED THIRD
PARTY SOFTWARE OR HARDWARE OR THE RESULT OF OTHER UNAPPROVED OWNER ACTION OR
OWNER'S NON-PERFORMANCE OF RESPONSIBILITIES LISTED ABOVE, OWNER MAY, AT VENDOR'S
DISCRETION, BE CHARGED TIME AND MATERIALS FEES CONSISTENT WITH VENDOR'S
THEN-CURRENT FEES FOR VENDOR'S TIME SPENT DIAGNOSING THE CONDITION AND PROVIDING
CORRECTIVE ACTION.

9.       PRICING/PRICING METHODOLOGY

The RTS Advantage NE/EMS is considered paid in full upon payment of the
Incremental ARMF. Appendix A - Identification of Maintained Products below
identifies additional products that are supported under this SOW. [ *** ] The
following additional pricing terms apply:

(a) If Owner purchases additional incremental products of the types listed on
Appendix A or additional license capacity on any Maintained Products during the
Initial Term or any Renewal Term, Owner will be subject to an additional
pro-rated maintenance fee for the additional products or license fees based on
the number of months remaining in the applicable calendar year. (b) The annual
Maintenance Services pricing may only be increased pursuant to (a) above through
March 31, 2005. Owner agrees to pay any additional fees due on a quarterly basis
and in advance, unless other credit terms are provided by Vendor. (c) The
Maintenance Services and related pricing is exclusive of and does not include
charges for any integration services, custom modifications, and installation of
Software Updates, Software Upgrades, or Software Patches. (d) Maintenance
Services and related pricing includes support for third-party software if the
third-party software is licensed to Owner by Vendor. (e) Owner agrees to
reimburse Vendor for all reasonable travel, living, and other related
out-of-pocket expenses

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       27

<PAGE>

                         ATTACHMENT C TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                                   AGREEMENT
                  BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC

associated with all Maintenance Services provided by Vendor to the extent any
travel is requested by Owner or is necessary to provide any requested
Maintenance Services.

10.      APPENDICES

Appendix A - Identification of Maintained Products

Appendix B - Third-party products and their objectives for which Vendor is
providing support for: [Appendix B - Not Applicable at time of execution of
Amendment No. 6.]

Form A - Vendor Technologies Maintenance Services Start Form

DISCLAIMER

No obligation to provide the service described herein arises unless a written
agreement establishing commercial terms applicable to the service has been
signed by both parties and an order for the service, incorporating the terms of
this SOW, has been placed by Owner under such agreement and accepted by Vendor.
This SOW will in no event create or imply any obligations with respect to work
activities that are not specified in this SOW. Any additional services or
assistance requested by Owner must be ordered separately and billed at current
prevailing rates at the time of occurrence. All prices are in $US, unless stated
otherwise.

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       28

<PAGE>

                         ATTACHMENT C TO AMENDMENT NO. 6
              TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE
                                   AGREEMENT
                  BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET
                              COMMUNICATIONS, INC

               APPENDIX A - IDENTIFICATION OF MAINTAINED PRODUCTS

[***]

[ONE PAGE OF PROPRIETARY AND TECHNICAL INFORMATION DELETED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST]

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       29

<PAGE>

                        ATTACHMENT C TO AMENDMENT NO. 6
        TO THE AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT
        BETWEEN LUCENT TECHNOLOGIES INC. AND CRICKET COMMUNICATIONS, INC

         FORM "A" - VENDOR TECHNOLOGIES MAINTENANCE SERVICE START FORM

(1) Sample Maintenance Service Start Form/Form A

<TABLE>
<CAPTION>
                                                                           Manufacturer
                                                                            Part #
                                                                            (down to
                                  Contact   Phone #  Hardware Manufacturer  FRU level
                                  (must              Comcode                 for Same
                                  have for                                  day parts
Owner Address City State Zip Code OTS)                                       contracts)
---------------------------------------------------------------------------------------
<S>   <C>     <C>  <C>   <C>      <C>       <C>      <C>      <C>          <C>
</TABLE>

<TABLE>
<CAPTION>

       Description Qty. Terms Maintenance Contract Maint Price    HW       SW    Serial
                                Start       Type               Revision Revision   #
                                           N.A.D.
Owner
---------------------------------------------------------------------------------------
<S>   <C>          <C>  <C>   <C>         <C>      <C>         <C>      <C>      <C>
</TABLE>

[*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       30