AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT
This Amended and Restated System Equipment Purchase Agreement is made and is effective as of the 23rd day
of December, 2002 (the "Amended and Restated Effective Date"), by and between Cricket Communications,
Inc. a Delaware corporation (the "Owner"), and Nortel Networks Inc., a Delaware corporation (the "Vendor").
A. WHEREAS, Owner desires to purchase Expansions to its existing Systems; and
B. WHEREAS, Vendor desires to provide such Expansions to Owner.
C. WHEREAS, Owner and Vendor are parties to the original System Equipment Purchase Agreement, dated
August 28, 2000, as amended (the "Previous Agreement"), pursuant to which the Systems were purchased, and
the parties now wish to amend and restate the Previous Agreement for purposes of governing future Purchase
Orders issued by Owner to Vendor after the Amended and Restated Effective Date.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Contract, Owner
and Vendor hereby agree as follows:
SECTION 1. DEFINITIONS
1.1 Definitions. In addition to the terms listed below, certain additional terms are defined elsewhere in this
Contract, as defined below, and in the Exhibits, and all definitions are subject to the provisions of subsection 1.2
hereof. As used in this Contract, the following terms have the following meanings:
"Affiliate" means any entity that either (i) is listed as an Affiliate in Exhibit V; or (ii) that, subject to the evaluation
criteria listed below, Vendor has consented to add as an Affiliate; or (iii) is greater than fifty percent (50 %)
owned, either directly or indirectly, by Owner or is greater than fifty percent owned directly or indirectly by a
parent company of Owner that maintains a greater than fifty percent (50%) direct or indirect ownership in
Owner; provided that, Vendor will have a reasonable opportunity to review and approve any proposed Affiliate
under (ii) (such approval not to be unrea