exv10w3w1



 





Exhibit 10.3.1



*** CERTAIN CONFIDENTIAL INFORMATION CONTAINED

IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS

BEEN OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION PURSUANT

TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER

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




AMENDMENT NO. 3

TO

AMENDED AND RESTATED

SYSTEM EQUIPMENT PURCHASE AGREEMENT

BETWEEN

CRICKET COMMUNICATIONS, INC.

AND

NORTEL NETWORKS INC.



This Amendment No. 3 (this “Amendment”) is made effective as of October 11, 2005 (the “Amendment
No. 3 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 Amendment No. 1, dated effective February 7, 2003 and Amendment No. 2,
dated effective December 22, 2004 (together, the “Contract”); and,



WHEREAS, Owner and Vendor now wish to, among other things, modify the payment terms and add a new
volume commitment to the Contract.



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.	 	Delete recital A of the Contract in its entirety and replace with the following:
	 
	 	 	“WHEREAS, Owner desires to purchase Deliverables;”
	 
	3.	 	Amend Section 1.1 of the Contract as follows:






(a) Add the following definitions and re-alphabetize the definitions accordingly:




““Amendment No. 3” means that certain Amendment No. 3 to this Contract.




“Approved Affiliate Contract” means any contract between an Affiliate and Vendor
that Vendor has identified in writing to Owner as an Approved Affiliate Contract.




“Deliverables” means any Products, Services and Systems ordered under this
Contract.



 









 






“Existing Markets” means the following Owner markets that are in existence as of
the effective date of Amendment No. 3: *** and Central California (which includes Fresno,
Merced, Modesto and Visalia).




“Initial Build-Out” means, for any New Market, the build-out of the New Market in
the configuration set forth in Exhibit A03 (or, with respect to DORA Products, Exhibit A04)
for that Market.




“New Amendment No. 3 Markets” means the following (i) Auction 58 basic trading
markets of Owner: Houston, Temple, Killeen, and San Diego; and (ii) additional markets of
Owner: ***.




“Net Price” means the price after all discounts, credits, other incentives, but
excluding any freight, taxes, shipping, handling, insurance and
similar charges.”




(b) Delete the definition of “Contract Term” as modified by Amendment No. 1 to the Contract
and replace it with the following:




““Contract Term” means the period commencing on the Amendment No. 3 Effective Date
and ending three (3) years therefrom, unless terminated earlier in accordance with the
terms and conditions hereof, or unless extended by mutual written consent of the parties
hereto.”




(c) Delete the definition of “Expansions” in its entirety and replace all references in the
Contract to “an Expansion” to “a Deliverable,” and replace all other references in the
Contract to “Expansion” or “Expansions” to “Deliverable” or “Deliverables,” respectively.




(d) 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, plus any additional
Products agreed by the parties as included in any such System.”




(e) Modify the definition of “OEM Equipment” by inserting the words “private labeled by
Vendor as a Vendor product or” before “integrated.”




(f) Modify the definition of “Purchase Order” by replacing “in compliance with” with “under
this Contract and in compliance with”.




	4.	 	In the second paragraph of Section 2.1 of the Contract replace the words “with respect to the
respective purchases made by such entities” with the following: “with respect to the
respective purchases made by such entities under this Contract”.
	 
	5.	 	Delete the existing Section 2.4 (Deliverables) to the Contract and replace it with the
following:







 




			
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“2.4 Deliverables. During the Contract Term, Owner may, from time to time,
order Deliverables from Vendor, subject to the provisions of Section 12 and other terms and
conditions of the Contract. The price and terms of such Deliverables shall be as set forth
in Exhibit A01, A02, A03 and A04 or via a valid Nortel written quote.”




	6.	 	In Section 2.8(a) of the Contract, replace “Vendor’s receipt from Owner of full payment for”
with “shipment of”. In Section 2.8(a)(i) of the Contract replace “from any and all claims,
liens” with “from any and all claims, liens (other than any PMSI in effect in accordance with
Section 5.3(b)).”
	 
	7.	 	In Sections 2.4 and 5.1 of the Contract, replace the words “A01 and A02” with the following:
“A01, A02, A03 and A04”.
	 
	8.	 	In Section 3.2, insert the word “accepted” in front of the words “Purchase Order.”
	 
	9.	 	Delete the existing Section 3.7 (Amendment No. 2 Volume Commitment) to the Contract and
replace it with the new Section 3.7 (Amendment No. 3 Volume Commitment) as follows:






“3.7 Amendment No. 3 Volume Commitment. (a) Between the effective date of
Amendment No. 3 and the date that is three years thereafter (“Amendment No. 3 Volume
Commitment Term”), Owner agrees to purchase/license, make payment for and accept delivery
of Vendor Products and Services in a Net Price amount totaling not less than ninety million
five hundred thousand dollars ($90,500,000.00USD) (“Amendment No. 3 Volume Commitment”).
With respect to the Amendment No. 3 Volume Commitment, Owner will not have failed to
satisfy such commitment to the extent that Owner is unable to satisfy such commitment as a
result of any of the following: (i) Vendor’s non-acceptance of any purchase order: (A)
issued by Owner or an Affiliate under this Contract that complies with the terms and
conditions of this Contract, or (B) issued by an Affiliate under an Approved Affiliate
Contract that would be eligible to be credited toward the Amendment No. 3 Volume Commitment
pursuant to Section 3.7(d); provided that, Owner, an Affiliate under this Contract or an
Affiliate under an Approved Affiliate Contract, is not in arrears in its payments
obligations under the respective contract and is not in material breach of such respective
contract; (ii) Vendor’s failure to timely deliver the products in accordance with the
delivery intervals set forth in the applicable contract as described in the preceding;
(iii) the products failing to substantially conform to the applicable specifications and
either Owner, an Affiliate under this Contract or an Affiliate under an Approved Affiliate
Contract, has elected to reject such products on the basis of such non-conformance; or (iv)
payments for products or services are not yet due and payable pursuant to applicable
payment terms of the respective purchase contract with Vendor. Notwithstanding the
preceding, in the event Vendor does not accept or rejects a purchase order due to product
unavailability or manufacture discontinue, Owner shall not be excused from the Amendment
No. 3 Volume Commitment if Vendor has made available for purchase under the applicable
contract a “Substitute Product” that can be used by such purchaser in place of the
unavailable or discontinued product with no additional costs related to other additional
hardware or software additions or changes, if any, required to achieve at least equivalent
operation, except for additional hardware or software additions or changes related to
optional functionality, capacity or features used by such purchaser. A “Substitute
Product” is a product with at least equivalent functionality, no greater price (other than
price increases related solely to optional
functionality, capacity or features used by the purchaser), and comparable lead time, as
the functionality, price and standard lead time, respectively, of the unavailable or



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discontinued product. In the event Owner fails to satisfy such Amendment No. 3 Volume
Commitment prior to the end of the Amendment No. 3 Volume Commitment Term, Vendor may
invoice Owner in an amount equal to *** of the amount of the Amendment No. 3 Volume
Commitment that remains unsatisfied. Such invoice shall be due and payable thirty (30)
days after Owner’s receipt. Owner’s full payment of such invoiced amount for the
unsatisfied Amendment No. 3 Volume Commitment shall be Vendor’s sole remedy with respect to
such failure by Owner to satisfy the Amendment No. 3 Volume Commitment, and any such
failure to satisfy the Amendment No. 3 Volume Commitment for which such payment has been
made shall not be a breach of this Contract.




(b) Prior to the end of the Amendment No. 3 Volume Commitment Term, Owner may purchase
Product and/or Service credits in an amount equal to ***, subject to the following. The
cumulative total of Product and/or Service credits that may be purchased by Owner pursuant
to this Section shall not exceed ***. Any such Product and/or Service credits so
purchased shall be deemed to apply towards Owner’s satisfaction of the Amendment No. 3
Volume Commitment. Product and/or Service credits must be used within *** from the date
such Product and/or Service credits were purchased, after which such Product and/or Service
credits ***.




(c) All purchases by Affiliates under this Contract shall be credited toward the Amendment
No. 3 Volume Commitment.




(d) Solely for purposes of determining whether Owner has satisfied the Amendment No. 3
Volume Commitment, all purchases by Affiliates of the same types of Vendor products and
services under Approved Affiliate Contracts shall be credited toward the Amendment No. 3
Volume Commitment, except to the extent of any such Affiliate purchases made toward
satisfaction of any separate purchase commitment to Vendor in the Approved Affiliate
Contract. All purchases by any Affiliate under an Approved Affiliate Contract shall first
be applied to such Affiliate’s own purchase commitments to Vendor, if any, in such Approved
Affiliate Contract, and after satisfaction of such Affiliate purchase commitments, all
amounts for purchases by the Affiliate under the Approved Affiliate Contract shall be
credited toward the Amendment No. 3 Volume Commitment. 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 the Amendment
No. 3 Volume Commitment.”




(e) In the event that, at any time or from time to time, Owner acquires or is acquired by
(by merger, purchase of all stock or other equity interests, or purchase of substantially
all assets with an assignment of this Contract or the Affiliate Contract to the acquiror,
as applicable) any Affiliate that has a volume purchase commitment to Vendor for the
purchase of the same types of Vendor products and services in an Approved Affiliate
Contract, then Owner may elect to combine the volume purchase commitments of Owner under
this Contract and the Affiliate under the Approved Contract such that the aggregate
purchases by Owner and such Affiliate under the terms of their respective contracts with
Vendor will be





 




			
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credited against the combined volume purchase commitment, and each of the Owner’s and
such acquired Affiliate’s volume purchase commitment will be deemed to be satisfied if the
combined volume purchase commitment is satisfied.




	8.	 	Add a new Section 3.8 (Requirements Commitment) to the Contract as follows:






“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) in the minimum configurations and associated prices as set forth in
the “Initial Build Out” sections of Exhibits A03 and A04 to the Contract, attached hereto.
All purchases for any New Amendment No. 3 Markets by Affiliates, if any, of the same types
of Vendor products and services as provided in Exhibits A03 and A04 shall be considered in
determining whether this 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.




	9.	 	Delete Section 5.3 (Payment) in its entirety and replace with the following:






“5.3 Payment.




(a) Unless Vendor requires payment in advance as described herein below, Vendor shall
invoice Owner as follows:




     (i) With respect to Purchase Orders for *** for Initial Build-Outs only, Vendor shall
invoice Owner in accordance with the following schedule: (A) ***; and (B) ***. The
acceptance test criteria will be mutually agreed to in writing by the parties. By way of
example only, assuming the parties mutually agree to four (4) payment-affecting acceptance
test criteria, Vendor may invoice Owner *** of the *** upon satisfactory completion of
mutually agreed to acceptance test criteria of each of the four (4) payment-affecting
acceptance test criteria. Section 5.5 of the Contract shall not apply to ***.




     (ii) With respect to Purchase Orders, or portions thereof, ***, Vendor will invoice
Owner ***, and ***.




     (iii) ***. Invoiced amounts, less good faith disputed amounts, are due and payable
within *** from Owner’s receipt of the invoice. Invoicing disputes must be identified in
writing within *** of Owner’s receipt of the applicable invoice, provided however that this
sentence shall not prejudice in any way Owner’s right to later dispute amounts improperly
billed (e.g., double billings, bills in excess of the agreed price, etc.). Any disputed
amounts that are determined to be validly billed are due for payment ***. Notwithstanding
anything to the contrary set forth herein, in the event of non-payment of an undisputed
invoice after the respective due date, ***. Owner shall pay interest on any late payments
at the rate of *** per annum (*** per month).





 




			
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(b) Effective as of the effective date of Amendment No. 3, Owner grants to Vendor a
first priority purchase money security interest (“PMSI”) in
all Products hereafter sold,
delivered, provided and/or licensed by Vendor to Owner under this Contract, and Owner
agrees to reasonably cooperate with Vendor in the perfection of such security interest,
provided that Vendor shall be solely responsible for the preparation and filing of any
documentation required to effect such perfection. Vendor shall further promptly take all
required actions to terminate such perfected security interest on record as required by
applicable law. The PMSI so granted in each Product shall solely secure payment for such
Product and shall automatically terminate upon Vendor’s receipt of payment in full for such
Product and no PMSI shall continue or attach to any Product or other good sold to Owner for
which Vendor has received such payment in full. Owner authorizes Vendor to file financing
or continuation statements, including amendments thereto, relating to the PMSI, and
Products encumbered thereby, without the signature of Owner where permitted by law.”




	10.	 	Add the following provisions to the end of Section 8.1 (Transportation):






“Wireless switch and switch-related Products shall be shipped to the installation site(s)
per the applicable Purchase Order or as instructed by Owner, unless the parties mutually
agree in writing to an alternate Owner initial delivery location. Shipment of such
Products to any such alternate location may result in additional costs to Owner. Other
wireless Products shall be shipped to Owner’s designated initial delivery location.
Owner shall be responsible for the coordination of delivery arrangements and for freight,
insurance, handling and any other applicable transportation and handing charges incurred in
moving delivered Products from Owner’s initial delivery location to the installation sites
as required to comply with project schedule dates.”




	11.	 	Delete Section 10.1 (Acceptance Procedures) in its entirety and replace it with the
following:






“10.1 Acceptance Procedures. Vendor shall perform acceptance tests mutually
agreed to in writing by the parties and in accordance with its published Specifications.
Upon successful completion of such acceptance tests or Owner’s use of the respective
Products in commercial service, whichever occurs first, the Products and Services shall be
deemed accepted for purposes of payment in accordance with Section 5.5 (In-Revenue
Payments), except that with respect to *** such commercial service shall not be deemed
acceptance.”




	12.	 	In Section 13.1 (RTU License), replace the parenthetical phrase “(capability to move Software
from site to site on prior notice to Vendor)” in its entirety with the following:






“(i.e., capability to move Software from site to site on prior notice to Vendor, ***)”




	12.	 	Add a new Section 14.4 to the Contract as follows.






“14.4 Product Relocation. Owner may move/utilize Products purchased for *** pricing as
amended by Amendment No. 3 ***.”





 




			
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	13.	 	Delete the first sentence of Section 13.5 (Termination and Survival) and replace it with
the following:






“The rights and obligations of Owner under the RTU License shall survive the termination of
this Contract, regardless of the cause of termination provided Owner has met its material
obligations hereunder with respect to the RTU License (including confidentiality provisions
of the Contract with respect to the Software) and has rendered all applicable Software
payments in accordance with this Contract.”




	14.	 	Delete “and acceptance thereof by Owner” from the first sentence of Section 14.1.3.






	15.	 	Add a new Section 16 to the Contract as follows:






“SECTION 16 TRAINING.




(a) During the Amendment No. 3 Volume Commitment Term, Vendor shall make training available
to Owner with respect to the operation, configuration, installation, service, maintenance
and support of the Products at the price of *** per day of training per person at Vendor
facilities, subject to course and class availability. Upon the request of Owner, Vendor
and Owner shall agree to the time and location of any such training. Vendor training
products and services are listed at the Vendor website for technical training
http://www.Nortel.com/training (“Vendor Website for Technical Training”).




(b) Vendor shall make available to Owner “Training Bank Dollars”, in accordance Section 2.0
(CDMA 1XEV DO Revision 0 System Level Pricing for Existing Markets) and Section 3.0 (CDMA
1XEV DO Revision 0 Upgrade to 1XEV DO Revision A) of Attachment 1 (Optional Equipment
Pricing and Programs) to Amendment No. 3, with a cumulative maximum amount of *** Training
Bank Dollars to be made available to Owner under such Sections. Owner may apply any such
the Training Bank Dollars toward tuition costs for Vendor’s then-available training
products and services, provided that Owner notifies Vendor of its intent to apply Training
Bank Dollars toward tuition costs for training prior to the first day of the respective
training class. The “Training Bank Dollars” will be allocated to the Training Bank
quarterly and the amount of “Training Bank Dollars” allocated will be based upon the
performance criteria set forth in such Section(s) referenced above. The “Training Bank
Dollars” will expire *** and have no residual cash value.




(c) The training policies as listed at the Vendor Website for Technical Training shall
apply to training ordered hereunder. Vendor may change, modify,
update and/or add
training programs as new Products or Product features/releases are made available.




(d) Owner shall bear the cost of transportation, meals, lodging or other incidental
expenses of Owner’s personnel to, from and during training.




(e) Owner shall render payment within thirty (30) days following receipt of invoice. The
payment method identified in the student registration record on the first day of class is
the payment method that will prevail for course charges.





 




			
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(f) The availability of any training course to Owner as set forth above shall
be subject to the prerequisite policy identified by Vendor at the Vendor Website for
Technical Training. Vendor’s training materials are proprietary, confidential and
copyrighted information. Any use or replication of this material must have prior written
consent by Vendor’s Knowledge Services organization.




THE TRAINING MATERIALS AND ANY SUPPORT OR OTHER SERVICES WHICH MAY BE PROVIDED BY VENDOR
SHALL BE PROVIDED WITHOUT




WARRANTY OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. VENDOR DOES NOT WARRANT THAT THE
TRAINING MATERIALS WILL BE ERROR-FREE OR THE STUDYING OF THE TRAINING MATERIALS WILL
QUALIFY ANY PERSON TO PERFORM ANY FUNCTIONS COVERED BY THE INSTRUCTIONAL MATERIALS. VENDOR
SHALL HAVE NO OBLIGATION TO UPDATE OR MONITOR THE USE, REPRODUCTION, OR DISTRIBUTION BY
OWNER OR ANY THIRD PARTIES OF SUCH TRAINING MATERIALS. IN NO EVENT SHALL VENDOR BE LIABLE
FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY NATURE WHATSOEVER
WITH RESPECT TO TRAINING.”




	16.	 	Add a new Section 18.2 (Design Criteria) to the Contract as follows:






“The design criteria mutually agreed to by Vendor and Owner for the New Amendment No. 3
Markets are set forth below (the “New Market Design Criteria”). Vendor warrants that the
collective Equipment in the minimum required configurations as set forth in Exhibit A03=
for each New Amendment No. 3 Market will meet the New Market Design Criteria.




New Market Design Criteria:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Year***	 	Year***	 	Equipment Capacity against Year***
	 	 	 	 	 	 	Covered	 	BTS	 	Voice Subs	 	Data Subs	 	Back-haul	 	 	 	 
	Market	 	POP	 	POP	 	Qty	 	(*** pen.)	 	(*** pen.)	 	T-1	 	BH Erlang	 	BHCA
	Houston
	 	 	5,579,503	 	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**
	Temple — Killeen
	 	 	388,291	 	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**
	San Diego
	 	 	3,010,095	 	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**
	 
	Total:
	 	 	8,977,889	 	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**	 	 	*	**
	 







The New Market Design Criteria is based on the following Owner requirements: ***.




Vendor’s Packet MSCs (MSCe), Media Gateways and eBSCs (CBRS) Products shall, at a minimum,
meet or exceed the above New Market Design Criteria in normal operating





 




			
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conditions, provided such Products are used by Owner in accordance with the respective
Product Specifications.




Each Vendor RNC Product shall support *** and capacity of *** in normal operating
conditions, provided such Products are used by Owner in accordance with the respective
Product Specifications.”




	17.	 	Delete the first sentence of Section 18.1 (Product and Services Warranty) and replace it with
the following:






“Vendor warrants that, with respect to the Products and Services furnished under this
Contract for a period of *** from the date of shipment (the “Warranty Period”), such
Products and Services will be free of Defects and Deficiencies and shall conform to the
applicable portions of the Specifications (the “Products and Services Warranty”).”




	18.	 	Delete the first sentence of Section 22.1 (Title) of the Contract and replace it with the
following: “Title and risk of loss for ordered hardware shall pass from Vendor to Owner upon
delivery to the carrier for shipment to Owner’s initial designated delivery location.”






	19.	 	Delete Section 24.1 (Termination Without Cause) in its entirety and replace it with the
following:






“24.1 Termination Without Cause. [Deleted]”




	20.	 	Section 26.29 of the Contract shall be deleted in its entirety and replaced with the
following:






“26.29
Survival. Notwithstanding any expiration or termination of this
Contract, the provisions of Sections 2.8, 4.8, 12, 13, 14 (excluding Section 14.4, which
shall terminate upon the earlier of (i) four (4) years from the effective date of Amendment
No. 3, and (ii) one year after Contract termination by Owner), 15, 18, 20, 26.18 and 26.23
and any other provision that based on its content is intended to survive shall continue in
full force and effect.




OWNER AND VENDOR HAVE READ THIS CONTRACT INCLUDING ALL SCHEDULES AND EXHIBITS HERETO AND
AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS HEREOF AND THEREOF.”




	21.	 	Add a new sentence to Section 1.2 (Annual Software Maintenance Fees) of Exhibit A02 to the
Contract (as re-named via Amendment No. 2 to this Contract) as follows: “Vendor’s annual
license fees also specifically exclude the following optional Software features:





***.”





The parties hereby agree and acknowledge that such sentence regarding Software feature
exclusions shall retroactively apply to the Contract as of the effective date of Amendment
No. 2. As shown in the new Exhibit A02 to the Contract added via this Amendment No. 3,
such optional features shall also be excluded from the features made available to





 




			
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Owner under the Annual Software Maintenance Fees as of the effective date of Amendment
No. 3.




	22.	 	Delete Exhibits A01 and A02 to the Contract in their entirety and replace with the new
Exhibits A01, A02, A03 and A04, attached hereto.






	23.	 	Delete Exhibits B, D and E to the Contract in their entirety and replace them with the new
Exhibits B, D and E, respectively, attached hereto.






	24.	 	The following Exhibits, attached hereto as Attachments 1 through 6, shall be added to the
Contract and incorporated therein:






	 	•	 	Attachment 1, (Optional Equipment Pricing and Programs)
	 
	 	•	 	Attachment 2, Exhibit A01 (Pricing Discounts)
	 
	 	•	 	Attachment 3, Exhibit A02 (Software Pricing)
	 
	 	•	 	Attachment 4, Exhibit A03 (Amendment No. 3 Initial Build-Out Pricing (Voice))
	 
	 	•	 	Attachment 5, Exhibit A04 (Amendment No. 3 Initial Build-Out Pricing (DORA))
	 
	 	•	 	Attachment 6, Exhibit B (Cancellation Charges for Products and Services)
	 
	 	•	 	Attachment 7, Exhibit D (Purchase Order Address)
	 
	 	•	 	Attachment 8, Exhibit E (Lead Times/Intervals)
	 
	 	•	 	Attachment 9, Exhibit J (Amendment No. 3 New Market Technical Points)






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





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IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 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/ James A. illegible
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Glenn Umetsu
 

               (Type/Print)
	 	 
	 	Name:
	 	James A. illegible
 

               (Type/Print)
	 	 
	Title:

	 	EVP & CTO
	 	 	 	Title:
	 	VP Carrier Networks	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	October 6, 2005
	 	 	 	Date:
	 	October 11, 2005	 	 






Tax ID: 33-0879924

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




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ATTACHMENT 1 TO AMENDMENT NO. 3 OF THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

OPTIONAL EQUIPMENT PRICING AND PROGRAMS



In consideration in part of Owner’s Amendment No. 3 Volume Commitment and other commitments by
Owner as set forth in Amendment No. 3, Vendor will make available to Owner, for a period of ***
from the effective date of Amendment No. 3, the following pricing incentives, unless a different
time period is set forth below. Any Software priced hereunder shall be used by Owner only in
accordance with the Software licensing provisions of the Contract. In order to qualify for any of
the programs listed below that involve the return of certain products, such products must be free
and clear of any liens and encumbrances and returned in good and workmanlike condition, excluding
normal wear and tear.







***  [5 pages redacted]





 






			
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ATTACHMENT 2 TO AMENDMENT NO. 3 OF THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

EXHIBIT A01




EXHIBIT A01

TO THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED

SYSTEM EQUIPMENT PURCHASE AGREEMENT




PRICING DISCOUNTS




***

[Nortel Logo]




Nortel Networks Confidential




	 	 	 
	Customer:

	 	Cricket Communication
	 

	 	New Amendment No. 3 Markets — BTS
	 

	 	Pricing
	 
	 	 
	Date:

	 	September 20, 2005






	 	 	 
	Description	 	Net Price
	***
	 	***








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ATTACHMENT 3 TO AMENDMENT NO. 3 OF THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

EXHIBIT A02




EXHIBIT A02

TO THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED

SYSTEM EQUIPMENT PURCHASE AGREEMENT




SOFTWARE PRICING






***  [2 pages redacted]




 







			
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pursuant to a request for Confidential
Treatment and filed separately with the Commission.





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ATTACHMENT 4 TO AMENDMENT NO. 3 OF THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

EXHIBIT A03




EXHIBIT A03

TO THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED

SYSTEM EQUIPMENT PURCHASE AGREEMENT




INITIAL BUILD-OUT (VOICE)

PRICING FOR NEW AMENDMENT NO. 3 MARKETS




***




[Nortel Logo]




Nortel Networks Confidential




	 	 	 	 	 
	Customer:	 	Cricket Communications, Inc. — Initial Build-Out
	 
	 	 	Net Amendment No. 3 Markets — Houston
	 
	 	 	 	 
	Proposal Prepared By:
	 	 	 	 
	 
	 	 	 	 
	Jack Johnson

	 	Account Manager
	 	(972) 684-2286
	Kim Tovy

	 	Account Manager
	 	(972) 362-8056
	Wayne Kodama

	 	Wireless Sales Engineer
	 	(925) 867-2294
	 
	 	 	 	 
	Quote Number:

	 	B2005081718.1	 	 
	Date:

	 	September 20, 2005	 	 









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[Nortel Logo]




Nortel Networks Confidential





	 	 	 	 	 
	Customer:	 	Cricket Communications, Inc. — Initial Build-Out
	 
	 	 	Net Amendment No. 3 Markets — Houston
	 
	 	 	 	 
	Proposal Prepared By:
	 	 	 	 
	 
	 	 	 	 
	Jack Johnson

	 	Account Manager
	 	(972) 684-2286
	Kim Tovy

	 	Account Manager
	 	(972) 362-8056
	Wayne Kodama

	 	Wireless Sales Engineer
	 	(925) 867-2294
	 
	 	 	 	 
	Quote Number:

	 	B2005081718.1	 	 
	Date:

	 	September 20, 2005	 	 
	 







***  [15 pages redacted]





 







			
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pursuant to a request for Confidential
Treatment and filed separately with the Commission.





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[Nortel Logo]



Nortel Networks Confidential




	 	 	 	 	 
	Customer:	 	Cricket Communications, Inc. — Initial Build-Out
	 
	 	 	New Amendment No. 3 Markets — San Diego
	 
	 	 	 	 
	Proposal Prepared By:
	 	 	 	 
	 
	Jack Johnson

	 	Account Manager
	 	(972) 684-2286
	Kim Tovy

	 	Account Manager
	 	(972) 362-8056
	Wayne Kodama

	 	Wireless Sales Engineer
	 	(925) 867-2294
	 
	 	 	 	 
	Quote Number:

	 	B2005032814.7R10	 	 
	Date:

	 	September 20, 2005	 	 
	 









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[Nortel Logo]



Nortel Networks Confidential




	 	 	 	 	 
	Customer:	 	Cricket Communications, Inc. — Initial Build-Out
	 
	 	 	Net Amendment No. 3 Markets — San Diego
	 
	 	 	 	 
	Proposal Prepared By:
	 	 	 	 
	 
	 	 	 	 
	Jack Johnson

	 	Account Manager
	 	(972) 684-2286
	Kim Tovy

	 	Account Manager
	 	(972) 362-8056
	Wayne Kodama

	 	Wireless Sales Engineer
	 	(925) 867-2294
	 
	 	 	 	 
	Quote Number:

	 	B2005032814.7R10	 	 
	Date:

	 	September 20, 2005	 	 










***  [13 pages redacted]




 




			
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pursuant to a request for Confidential
Treatment and filed separately with the Commission.





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[Nortel Logo]




Nortel Networks Confidential





	 	 	 	 	 
	Customer:	 	Cricket Communications, Inc. — Initial Build-Out
	 
	 	 	New Amendment No. 3 Markets — Temple-Killeen
	 
	 	 	 	 
	Proposal Prepared By:
	 	 	 	 
	 
	 	 	 	 
	Jack Johnson

	 	Account Manager
	 	(972) 684-2286
	Kim Tovy

	 	Account Manager
	 	(972) 362-8056
	Wayne Kodama

	 	Wireless Sales Engineer
	 	(925) 867-2294
	 
	 	 	 	 
	Quote Number:

	 	B2005081717.1	 	 
	Date:

	 	September 20, 2005	 	 
	 









***  [1 page redacted]





 






			
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[Nortel
Logo]



Nortel Networks Confidential




	 	 	 	 	 
	Customer:	 	Cricket Communications, Inc. — Initial Build-Out
	 
	 	 	New Amendment No. 3 Markets — Temple_Killeen
	 
	 	 	 	 
	Proposal Prepared By:
	 	 	 	 
	 
	 	 	 	 
	Jack Johnson

	 	Account Manager
	 	(972) 684-2286
	Kim Tovy

	 	Account Manager
	 	(972) 362-8056
	Wayne Kodama

	 	Wireless Sales Engineer
	 	(925) 867-2294
	 
	 	 	 	 
	Quote Number:

	 	B2005081717.1	 	 
	Date:

	 	September 20, 2005	 	 






 








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ATTACHMENT 5 TO AMENDMENT NO. 3 OF THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

EXHIBIT A04




EXHIBIT A04

TO THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED

SYSTEM EQUIPMENT PURCHASE AGREEMENT




INITIAL BUILD-OUT (1xEV-DO)

PRICING FOR NEW AMENDMENT NO. 3 MARKETS







***  [1 page redacted]





 




			
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[Nortel
Logo]



Nortel Networks Confidential




	 	 	 	 	 
	Customer:	 	Cricket Communications, Inc.
	 
	 	 	New Amendment No. 3 Markets - 1xEV-DO
	 
	 	 	 	 
	Proposal Prepared By:
	 	 	 	 
	 
	 	 	 	 
	Jack Johnson

	 	Account Manager
	 	(972) 684-2286
	Kim Tovy

	 	Account Manager
	 	(972) 362-8056
	Wayne Kodama

	 	Wireless Sales Engineer
	 	(925) 867-2294
	 
	 	 	 	 
	Quote Number:

	 	B2005071913.7R6	 	 
	Date:

	 	September 20, 2005	 	 







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[Nortel
Logo]

Nortel Networks Confidential



	 	 	 	 	 
	Customer:	 	Cricket Communications, Inc.
	 
	 	 	New Amendment No. 3 Market – Houston - 1xEV-DO
	 
	 	 	 	 
	Proposal Prepared By:
	 	 	 	 
	 
	 	 	 	 
	Jack Johnson/ Kim Tovy

	 	               Account Manager
	 	(972) 684-2286/(972) 362-8056
	Wayne Kodama

	 	               Wireless Sales Engineer
	 	(925) 867-2294
	 
	 	 	 	 
	Quote Number:

Date:

	 	B2005071913.7R6

September 20, 2005	 	 






*** [1 page redacted]






 




			
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[Nortel
Logo]

Nortel Networks Confidential



	 	 	 	 	 
	Customer:	 	Cricket Communications, Inc.
	 
	 	 	New Amendment No. 3 Market – Temple/Killeen - 1xEV-DO
	 
	 	 	 	 
	Proposal Prepared By:
	 	 	 	 
	 
	 	 	 	 
	Jack Johnson/ Kim Tovy

	 	               Account Manager
	 	(972) 684-2286/(972) 362-8056
	Wayne Kodama

	 	                Wireless Sales Engineer
	 	(925) 867-2294
	 
	 	 	 	 
	Quote Number:

	 	B2005071913.7R6	 	 
	Date:

	 	September 20, 2005	 	 






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[Nortel
Logo]

Nortel Networks Confidential




	 	 	 	 	 
	Customer:	 	Cricket Communications, Inc.
	 
	 	 	New Amendment No. 3 Market – San Diego - 1xEV-DO
	 
	 	 	 	 
	Proposal Prepared By:
	 	 	 	 
	 
	 	 	 	 
	Jack Johnson/ Kim Tovy

	 	                Account Manager
	 	(972) 684-2286/(972) 362-8056
	Wayne Kodama

	 	                Wireless Sales Engineer
	 	(925) 867-2294
	 
	 	 	 	 
	Quote Number:

	 	B2005071913.7R6	 	 
	Date:

	 	September 20, 2005	 	 






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ATTACHMENT 6 TO AMENDMENT NO. 3 OF THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

EXHIBIT B

CANCELLATION CHARGES FOR PRODUCTS AND SERVICES




EXHIBIT B

TO THE

CRICKET COMMUNICATIONS, INC.

SYSTEM EQUIPMENT PURCHASE AGREEMENT




CANCELLATION CHARGES FOR PRODUCTS AND SERVICES





	1.0	 	Cancellations of Products.
	 
	1.1	 	If Owner cancels all or part of an Order for Products being engineered and installed by
Nortel Networks, Owner shall pay Nortel Networks a cancellation charge for each Product that
has been cancelled in accordance with the following schedule:






***.




In the event Owner cancels all or part of an Order for furnish only Products, Owner shall
pay Nortel Networks a cancellation charge for each Product that has been cancelled in
accordance with the following schedule.




***.




	1.3	 	Owner may not cancel a Purchase Order subsequent to the date the Product is shipped.
	 
	2.0	 	Cancellation of Services 
	 
	2.1	 	In accordance with Section 11.2 of the Agreement, Owner may cancel any Purchase Order
relating to Services prior to Vendor’s completion. ***.
	 
	3.0	 	Any cancellation charges due to Vendor pursuant to this Exhibit shall be invoiced upon
receipt of Owner’s written cancellation notice.
	 
	4.0	 	The payment of the charges described in this Exhibit shall be Vendor’s sole remedy and
Owner’s sole obligation for such canceled Purchase Order(s).







 




			
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ATTACHMENT 7 TO AMENDMENT NO. 3 OF THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

EXHIBIT D

PURCHASE ORDER ADDRESS

EXHIBIT D

TO THE

CRICKET COMMUNICATIONS, INC.

SYSTEM EQUIPMENT PURCHASE AGREEMENT




PURCHASE ORDER ADDRESS



All Purchase Orders shall be sent to the Vendor at the following address in accordance with Section
3.1 of the Agreement:




Nortel Networks Inc.

2370 Performance Drive

Mail Stop: 08702B30

Richardson, Texas

75082




FAX: 1-800-570-0909




Attn: Evelyn Daigneault




Nortel Confidential and Proprietary Information

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ATTACHMENT 8 TO AMENDMENT NO. 3 OF THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT




EXHIBIT E

LEAD TIMES/INTERVALS

EXHIBIT E

TO THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT




LEAD TIMES/INTERVALS





	•	 	Interval for CDMA MTX Initial host jobs that require only MTS
(Made to Stock) and/or B/E frames (Back End frames)
	 
	 	 	The supported interval for forecasted orders is 9 weeks from
the date of Vendor’s acceptance of the applicable Purchase
Order to the date the Product is shipped. Add an additional
8 weeks if not a forecasted order.
	 
	•	 	Interval for CDMA MTX Initial host jobs that require MTO
(Made to Order) frames
	 
	 	 	The supported interval for forecasted orders is 10 weeks from the date of Vendor’s
acceptance of the applicable Purchase Order to the date the Product is shipped. Add an
additional 8 weeks if not a forecasted order.
	 
	•	 	Interval for CDMA MTX Extension jobs
	 
	 	 	The supported interval for forecasted orders is 8 weeks from the date of Vendor’s
acceptance of the applicable Purchase Order to the date the Product is shipped. Add an
additional 8 weeks if not a forecasted order.
	 
	•	 	Interval for CDMA BTS’s & BTS’s expansions
	 
	 	 	The supported interval for forecasted orders is 6 weeks from the date of Vendor’s
acceptance of the applicable Purchase Order to the date the Product is shipped. Add an
additional 8 weeks if not a forecasted order.
	 
	 	 	Interval for CDMA EV-DO

The supported interval for forecasted orders is 10 weeks from the date of Vendor’s
acceptance of the applicable Purchase Order to the date the Product is shipped. Add an
additional 8 weeks if not a forecasted order.





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Page 28 of 30








 









 









	•	 	Interval for CDMA BSC jobs & BSC expansions
	 
	 	 	The supported interval for forecasted orders is 9 weeks from the date of Vendor’s
acceptance of the applicable Purchase Order to the date the Product is shipped. Add an
additional 8 weeks if not a forecasted order.
	 
	 	 	Interval for CDMA CBRS BSC

The supported interval for forecasted orders is 9 weeks from the date of Vendor’s
acceptance of the applicable Purchase Order to the date the Product is shipped. Add an
additional 8 weeks if not a forecasted order.
	 
	•	 	Interval for CDMA BSM, PDSN
	 
	 	 	The supported interval for forecasted orders is 9 weeks from the date of Vendor’s
acceptance of the applicable Purchase Order to the date the Product is shipped. Add an
additional 8 weeks if not a forecasted order.




Vendor’s obligation to support the intervals listed above assumes Vendor’s receipt of Owner’s
forecast in accordance with Section 3.4 of the Agreement.




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ATTACHMENT 9 TO AMENDMENT NO. 3 OF THE

CRICKET COMMUNICATIONS, INC.

AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

EXHIBIT J

AMENDMENT NO. 3 NEW MARKET TECHNICAL POINTS



In consideration in part of Owner’s Amendment No. 3 Volume Commitment and other commitments by
Owner as set forth in Amendment No. 3, the parties hereby agree as follows:




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