*** 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
AMENDED AND RESTATED
SYSTEM EQUIPMENT PURCHASE AGREEMENT
CRICKET COMMUNICATIONS, INC.
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:
(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.
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