*** 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. 7
AMENDED AND RESTATED
SYSTEM EQUIPMENT PURCHASE AGREEMENT
CRICKET COMMUNICATIONS, INC.
NORTEL NETWORKS INC.
This Amendment No. 7 (this “Amendment”) is made effective as of the date last signed below (the “Amendment
No. 7 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 (i) Amendment No. 1, dated effective February 7, 2003; (ii) Amendment No. 2, dated
effective December 22, 2004; (iii) Vendor’s letter to Amir Rajwany regarding “Customer Acknowledgment and
Approval of Project” dated March 4, 2005 and executed by Owner on March 9, 2005; (iv) Amendment No. 3,
dated effective October 11, 2005; (v) Amendment No. 4, dated effective December 22, 2005; (vi) Amendment
No. 5, dated effective May 22, 2006; and (vii) Amendment No. 6, dated effective August 31, 2006; (together,
the “Contract”); and,
WHEREAS, Owner and Vendor now wish to, among other things, provide for a certain commitment by Owner
and provide for certain pricing for certain new markets as described below.
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:
Nortel Confidential and Proprietary Information
Page 1 of 7
1. Unless otherwise defined, capitalized terms herein sha