LEAP WIRELESS INTERNATIONAL INC
EXHIBIT 10.13.1
<DOCUMENT>
<TYPE>EX-10.13.1
<SEQUENCE>5
<FILENAME>a88680exv10w13w1.txt
<DESCRIPTION>EXHIBIT 10.13.1
<TEXT>
<PAGE>
                                                                 EXHIBIT 10.13.1

                                AMENDMENT NO. 1
                                       TO
                              AMENDED AND RESTATED
                      SYSTEM EQUIPMENT PURCHASE AGREEMENT
                                    BETWEEN
                          CRICKET COMMUNICATIONS, INC.
                                      AND
                              NORTEL NETWORKS INC.


This Amendment No. 1 (this "Amendment") is made effective as of the February 7,
2003, 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 Equipment and Services ("Agreement"); and

WHEREAS, Owner and Vendor now wish to clarify the definition of the Contract
Term.

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. Add the words "Amended and Restated" prior to the words "Effective Date" in
   the definition of "Contract Term" in Section 1 (Definitions) of the
   Agreement.

3. Except as specifically modified by Amendment No. 1, the Agreement in all
   other respects shall continue in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 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/ Steven M. Pierson                 By:    /s/ Lance Levin
       -----------------------------                ----------------------------
Name:  Steven M. Pierson                     Name:  Lance Levin
       -----------------------------                ----------------------------
Title: V.P. Engineering & Operations         Title: Sr. Mgr., Contracts
       -----------------------------                ----------------------------
Date:  3/25/03                               Date:  3/18/03
       -----------------------------                ----------------------------


            Nortel Networks Confidential and Proprietary Information
                                   OCD #21962

</TEXT>
</DOCUMENT>
