AMENDMENT NO. 3
SYSTEM EQUIPMENT PURCHASE AGREEMENT
CRICKET COMMUNICATIONS, INC.
NORTEL NETWORKS INC.
This Amendment No. 3 (this "Amendment") is made effective as of the 26th day of March 2002, 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 a System Equipment Purchase Agreement dated as of August 28,
2000, for the sale, licensing, and purchase of Vendor's Equipment and Services, as amended by Amendment No.
1 thereto dated as of December 26, 2000, and by Amendment No. 2 thereto dated as of September 20, 2001
(the "Agreement"); and,
WHEREAS, Owner and Vendor now wish to revise the Purchase Order section of such Agreement;
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 Agreement as follows:
1. Unless otherwise defined, capitalized terms herein shall have the same meaning as in the Agreement.
2. Insert the following sentence at the end of Section 3.3 (Order Acceptance) of the Agreement:
"Notwithstanding anything to the contrary set forth in this Section 3.3 or elsewhere in this Agreement, including
without limitation Section 2 of Amendment No. 2 to the Agreement, Vendor may reject, in its sole and absolute
discretion, any Purchase Order(s) issued hereunder after such time as the cumulative total dollar amount of
Purchase Orders issued and accepted by Vendor hereunder equals or exceeds two hundred and thirty-four
million dollars ($234,000,000.00 USD) (such total dollar amount to be (i) [***], and (ii) [***]); provided that,
after such total cumulative dollar amount has been met, any Purchase Orders issued hereunder and not accepted
in writing by Vendor within ten (10) Business Days shall be deemed rejected by Vendor."
3. Except as specific