LEAP WIRELESS INTERNATIONAL INC
EXHIBIT 10.13
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>4
<FILENAME>a88680exv10w13.txt
<DESCRIPTION>EXHIBIT 10.13
<TEXT>
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                                                                   Exhibit 10.13

            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").

                                    RECITALS:

                  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
unreasonably withheld) based upon: (a) reasonable credit criteria; (b) whether
the proposed Affiliate has not in the past materially breached prior agreements
with the Vendor or its affiliates; (c) whether the proposed Affiliate is, at the
time of such determination, neither a direct or indirect competitor of the
Vendor or its affiliates nor owned, in whole or in part, by a direct or indirect
competitor of Vendor; and (d) whether the proposed Affiliate is not, at the time
of such determination, otherwise engaged with the Vendor or its affiliates in an
agreement for the purchase and/or supply of wireless

           Nortel Networks and Cricket Communications Proprietary and
                  Confidential Information Agreement No. 21509

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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technology. In the event an Affiliate no longer meets the criteria set forth in
subsections (ii) or (iii) herein, as applicable, Vendor may, at its discretion,
terminate any and all of such Affiliate's rights under this Contract; provided
that, Vendor has provided Owner ten (10) day advance written notice of its
intent to terminate such Affiliate's rights.

                  "Applicable Laws" means, as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, all U.S. or foreign laws, treaties, ordinances, judgments, decrees,
injunctions, writs, orders and stipulations of any court, arbitrator or
governmental agency or authority and statutes, rules, regulations, orders and
interpretations thereof of any federal, state, provincial, county, municipal,
regional, environmental or other Governmental Entity, instrumentality, agency,
authority, court or other body (i) applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is subject or
(ii) having jurisdiction over all or any part of a System or the Work to be
performed pursuant to the terms of this Contract.

                  "Applicable Permits" means any waiver, exemption, zoning,
building, variance, franchise, permit, authorization, approval, license or
similar order of or from any country, federal, state, provincial, county,
municipal, regional, environmental or other Governmental Entity,
instrumentality, agency, authority, court or other body having jurisdiction over
all or any part of a System or the Work to be performed pursuant to the terms of
this Contract.

                  "Backwards Compatible" or "Backwards Compatibility" means (i)
with respect to new Software Maintenance Releases, Software Upgrades, Software
Combined Releases and Software Enhancements, [***]

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[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>
[***]

                  "Base Station ("BTS")" means the radio Products that handle
PCS radio traffic in a designated cell. The Base Station includes all
amplification, modulation, synchronization and other circuitry required to
process a radio signal.

                  "Base Station Controller ("BSC")" means the controller
Products that control the radio/cellsite equipment.

                  "beta testing" means pre-launch testing conducted by Owner in
respect of which no payment from customers is made to Owner for the services
provided in connection therewith.

                  "Business Day" means any day of the year other than a
Saturday, Sunday or a United States Federal holiday.

                  "Capacity Guarantee" is defined in Section 14.2.7.

                  "Change Orders" is defined in subsection 11.1.

                  "Claim" is defined in subsection 15.2.

                  "Claim Notice" is defined in subsection 15.2.

                  "Compliance Warranty" is defined in Section 8.3.

                  "Contract" means this Amended and Restated System Equipment
Purchase Agreement, together with all Exhibits, Schedules and Specifications
hereto, together with all amendments, modifications and supplements.

                  "Contract Term" means the period commencing on the Effective
Date and ending three (3) years therefrom, unless terminated earlier in
accordance with the terms and conditions hereof, or unless extended by the
mutual written consent of the parties hereto.

                  "Defects and Deficiencies", "Defects or Deficiencies" or
"Defective" means any one or a combination of the following items or other items
of a substantially similar nature:

                  (a) when used with respect to the performance of Services,
         that such Services are not provided in a careful and workmanlike manner
         and in accordance with the Specifications, using material which is free
         from defects;

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[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
<PAGE>

                  (b) when used with respect to structures, materials or
         Products, that such items (i) are not new and of good quality and free
         from defects in materials and workmanship, or (ii) do not conform to
         the Specifications, or (iii) with respect to Software, that such
         Software does not provide the functions and features described in the
         Specifications; provided, however, that with respect to materials and
         Products that are replaced or repaired in accordance with any warranty
         or maintenance provisions of this Contract, such items may be like-new,
         refurbished, remanufactured or reconditioned; or

                  (c) with respect to all other Work, that the same (i) are not
         free of defects in workmanship and materials, or (ii) do not conform to
         the Specifications.

                  "Discontinued Products" is defined in subsection 12.1.

                  "Documentation" means the Operating Manuals, the Maintenance
and Instruction Manuals, the Training Manuals, the "as-built" Site parameters
and all other documentation necessary for the operation of the System, any
Expansions and/or any material part thereof.

                  "Dollars" or "U.S. $" or "$" means the lawful currency of the
United States of America.

                  "EFT" is defined in Section 5.6.

                  "Equipment" means all equipment, hardware and other items of
personal property (including, without limitation, any Documentation furnished
hereunder in respect thereof) which are required to be furnished by Vendor in
accordance with the terms and conditions of this Contract, including repair and
replacement parts.

                  "Equipment Combined Release" is defined in subsection 14.2.1.

                  "Equipment Enhancements" means modifications or improvements
made to the Equipment that improve the performance, capacity and capability of
such Equipment. An Equipment Enhancement may include an Equipment Upgrade.

                  "Equipment Upgrade" means a change or modification in any
delivered Equipment which fixes or otherwise corrects faults, design
shortcomings or shortcomings in meeting the Specifications, required to correct
defects of a type that result in inoperative conditions, unsatisfactory
operating conditions, or which is recommended to enhance safety.

                  "Expansions" means any additional Products ordered by Owner
from Vendor, which may include growth to existing Systems and additional
Products, Services and Systems.

                  "FCC" means the Federal Communications Commission.

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                  "Fit" means physical size or mounting arrangement (for
example, electrical or mechanical connections).

                  "Force Majeure" is defined in Section 17.

                  "Form" means physical shape.

                  "Function" means Product features and performance, or with
respect to other items, the features and performance of such items.

                  "Governmental Entity" means the United States federal
government or any state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

                  "Hazardous Materials" means material designated as a
"hazardous chemical substance or mixture" by the Administrator, pursuant to
Section 6 of the Toxic Substance Control Act, a "hazardous material" as defined
in the Hazardous Materials Transportation Act (49 U.S.C. 1801, et seq.), or a
"hazardous substance as defined in the Occupational Safety and Health Act
Communication Standard (29 CFR 1910.1200).

                  "In Revenue Service" or "In Revenue" means, with respect to a
System, the commercial operation of such System, exclusive of operation for
purposes of determining compliance with this Contract or beta testing, whether
or not revenue is actually being generated.

                  "Installation" is defined in subsection 14.1.3 .

                  "Intellectual Property Rights" is defined in subsection 15.2.

                  "Interoperability" means the ability of the Products to
operate with other Products and to operate with and within a System, all in
accordance with the Specifications.

                  "List Price" means Vendor's list prices at the time the
relevant Purchase Order is placed.

                  "Losses" means any claims, demands, suits, proceedings, causes
of action, damages, costs, expenses, liabilities, reasonable attorneys' fees,
and amounts paid in settlement.

                  "Maintenance and Instruction Manuals" means the manuals
prepared by Vendor and delivered to Owner pursuant to Section 9.

                  "Manufacturing" means the fabrication of the Equipment.

                  "Material Adverse Effect" is defined in subsection 24.2(b).

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                  "MSC" means a Vendor engineered DMS-MTX providing switching
functions.

                  "Network Planning" means Work related to the design and
engineering of a System, including frequency clearance.

                  "OEM Equipment" means (i) any items of non-Vendor equipment
made available for sale to Owner by Vendor under this Contract that are not
integrated into the Equipment during the manufacturing process; and (ii)
non-Vendor software made available for license to Owner under this Contract that
is not resident on Vendor Equipment.

                  "Operating Manuals" means the operating and configuration
manuals to be prepared by Vendor and delivered to Owner pursuant to Section 9
containing detailed procedures and specifications for the operation of any
System, any Expansions and/or any part thereof including, but not limited to,
BTS manuals and BSC manuals.

                  "Operator" shall mean Owner, a Related Operator or any
independent contractor appointed by Owner, that is constructing or operating a
System or other PCS related facilities.

                  "Optional Software Features" means Software features for PCS
Products available to Owner on an optional, separate fee basis.

                  "Owner Indemnified Parties" is defined in Section 15.2.

                  "PCS" means personal communication services authorized by the
Federal Communications Commission.

                  "Person" means an individual, partnership, limited
partnership, corporation, limited liability company, business trust, joint stock
company, trust, unincorporated association, joint venture, Governmental Entity
or other entity of whatever nature.

                  "Products" means the collective reference to the Equipment and
the Software provided by Vendor or any Subcontractor.

                  "Proprietary Information" is defined in subsection 26.18.

                  "Purchase Order" means a written notice given by Owner to
Vendor in compliance with the provisions of this Contract specifying the
Products, Services or other items of Work that Vendor is authorized to supply or
commence in compliance with the terms of this Contract.

                  "Purchase Order Date" means the date on which any Purchase
Order is issued by Owner in accordance with the terms of this Contract.

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                  "Related Operator" means an entity (other than Owner) that
holds a license issued by the FCC permitting the holder to provide wireless PCS
services, that has entered into a contract with Owner to provide management
responsibilities with respect to the operation of such a service, that may be a
party to agreements pursuant to which Owner resells to or shares with such
entity capacity on Owner's System as, for example, when the Related Operator's
cell site equipment is interconnected with Owner's MSC; provided that, Vendor
will have a reasonable opportunity to review and approve any proposed Related
Operator (such approval not to be unreasonably withheld) based upon: (a)
reasonable credit criteria (provided, however, that such credit criteria shall
not apply in the event Owner is liable for the payment obligations of the
Related Operator); (b) whether the proposed Related Operator is, at the time of
such determination, a direct or indirect competitor of the Vendor or its
affiliates or owned, in whole or in part, by a direct or indirect competitor of
Vendor; and (c) whether the proposed Related Operator is, at the time of such
determination, otherwise engaged with the Vendor or it's affiliates in an
agreement for the purchase and/or supply of wireless technology.

                  "RF" means radio frequency.

                  "RTM License" is defined in subsection 13.6.

                  "RTU License" is defined in subsection 13.1.

                  "Services" means the collective reference to all of the
services to be furnished by Vendor as part of the Work including, but not
limited to all design, engineering, network planning, construction,
interoperability, supply, delivery, installation, testing, training, repair,
maintenance, technical and other support services, and any and all other
services to be furnished by Vendor as part of the Work in accordance with the
terms of this Contract.

                  "Site" means the physical location of a System Element
Facility.

                  "Software" means (a) the computer software licensed to Owner
pursuant to the terms of this Contract, (b) any Software Enhancements, Software
Maintenance Releases, Software Combined Releases and Software Upgrades, and (c)
any Documentation furnished hereunder in respect of clauses (a) and/or (b) of
this definition.

                  "Software Combined Release" means a Software Upgrade which is
at any time combined with any Software Enhancement.

                  "Software Enhancements" means modifications or improvements
made to the Software relating to Products which improve performance,
capabilities or capacity of the Software revision level with which it is
associated or which provide additional functions to the Software. A Software
Enhancement may also correct defects in earlier versions of the Software.

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                  "Software Maintenance Release" means issues of Software which
correct defects in preceding versions of Software.

                  "Software Upgrades" means periodic updates to the Software
issued by Vendor to Owner under Warranty and Software maintenance obligations
which add to, improve or enhance existing Software features and capabilities
involving more extensive changes to the underlying Source Code or the user
interface than is the case with Software Enhancements. A Software Upgrade may
also correct defects in the Software, or otherwise to correct shortcomings in
the Software.

                  "Source Code" means any version of Software incorporating high
level or assembly language that generally is not directly executable by a
processor.

                  "Specifications" means the collective reference to the product
description documentation and performance standards (including all of the
Services and Products) as set forth in this Contract,; provided that (i) the
Specifications shall be deemed to include a requirement that all of the Products
and Services shall be reasonably in accordance with ANSI, ITU, and other
applicable industry standards as required for performance to the Specifications
for all Products provided hereunder, except when otherwise stated in a specific
Exhibit or Specifications or otherwise agreed by the parties, and (ii) with
respect to Services and Products for which product descriptions and performance
standards are not provided and listed in a specific Exhibit, the term
"Specifications" shall refer to Vendor's published specifications in respect
thereof.

                  "Subcontractor" means a contractor, vendor, supplier, licensor
or other Person, having a direct or indirect contract with Vendor or with any
other Subcontractor of Vendor who has been hired to assist Vendor in the
performance of its obligations under this Contract.

                  "Switch" means a Vendor-engineered DMS-MTX providing switching
functions.

                  "System" means the wireless PCS systems purchased by Owner
from Vendor pursuant to the Previous Agreement and any new Sites and Equipment
collectively comprising a system as mutually agreed to by the parties.

                  "System Element" means the Products required to perform radio,
switching and/or system element functions for Expansions.

                  "System Element Facility" means the structures, improvements,
foundations, towers, and other facilities necessary to house or hold any System
Element and any related Products to be located at a particular location.

                  "Taxes" is defined in subsection 5.2.

                  "Training" is defined in subsection 9.4.

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                  "Vendor Developments" is defined in subsection 14.3.1.

                  "Warranty" means any one or more of the Products and Services
Warranty, Software Backwards Compatibility Warranty, Equipment Backwards
Compatibility Warranty and the Compliance Warranty.

                  "Warranty Period" is defined in Section 18.1.

                  "Work" means the furnishing of Products hereunder, and the
performance of work, engineering services, installation services and all other
related activities and obligations required to be performed by Vendor pursuant
to this Contract.

                  1.2  Other Definitional Provisions.

                  (a) When used in this Contract, unless otherwise specified
therein, all terms defined in this Contract shall have the defined meanings set
forth herein. Terms defined in the Exhibits are deemed to be terms defined
herein; provided that in the case of any terms that are defined both in this
Contract and/or an Exhibit, the definitions contained in this Contract shall
supersede such other definitions for all purposes of this Contract; provided
further, that definitions contained in any Exhibit shall control as to such
Exhibit.

                  (b) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Contract refer to this Contract as a whole and
not to any particular provision of this Contract and section, subsection,
schedule and exhibit references are to this Contract unless otherwise specified.
Reference herein to Section shall mean any and all subsections thereof.

                  (c) The meanings given to terms defined in this Contract are
applicable to both the singular and plural forms of such terms.

                  SECTION 2. SCOPE OF WORK, RESPONSIBILITIES AND PROJECT
MILESTONES

                  2.1 Scope of Work. During the Contract Term and in accordance
with Purchase Orders issued to Vendor from time to time, Vendor shall engineer,
design, plan, manufacture, construct, install, test and perform all Work. The
terms of this Contract shall also apply to Purchase Orders issued by Affiliates
and by Owner, for and on behalf of its Related Operators, provided that in each
case, the Purchase Orders are made pursuant to and incorporate by reference the
terms of this Contract. Vendor shall be responsible for providing in accordance
with the terms of this Contract any and all items and services which are
expressly described in this Contract or in the Exhibits. Vendor shall furnish
all labor, materials, tools, transportation and supplies required to complete
its obligations in accordance with this Contract.

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                  In instances where Purchase Orders are placed by an Affiliate
or by Owner on behalf of a Related Operator, Owner shall be considered the
purchaser for purposes of addressing invoices and the obligation of payment.
Owner agrees to be obligated hereunder with respect to all payments that become
due hereunder with respect to Purchase Orders placed by an Affiliate or by Owner
on behalf of a Related Operator, including but not limited to all payments for
Products. The Affiliate or Related Operator shall be deemed to be the Owner for
purposes of passage of title and risk of loss with regard to Products that are
delivered to it. The Affiliate or Related Operator shall be entitled to enforce
all rights and benefits of Owner under this Contract directly against Vendor
with respect to the respective purchases made by such entities, including
without limitation rights relating to Warranties, indemnification,
Documentation, acceptance procedures, RTU Licenses, other Software related
licenses, Software and Equipment Enhancements and Upgrades and technical
assistance. Vendor hereby consents to the disclosure of all of the information
contained in this Contract (including without limitation the Exhibits hereto) to
any Affiliate or Related Operator and the use of the information contained in
this Contract in any agreement between Owner and any Affiliate or Related
Operator relating to the purchase or sale of Products and Services.

                  Prior to any Affiliate or Owner, on behalf of a Related
Operator, issuing a Purchase Order hereunder, Owner agrees to require any such
Affiliate or Related Operator, as applicable, to (i) execute a software license
directly with Vendor, if such Affiliate or Related Operator is licensing
Software, with terms no less restrictive as those terms and conditions contained
in the software license herein, and (ii) agree in writing to all of the terms
and conditions of this Contract applicable to the Products or Services
purchased, including, but not limited to, Section 22 (Title and Risk of Loss).

                  Subject to Section 20.4, Owner agrees to indemnify, defend and
hold harmless Vendor and its affiliates and their respective directors,
officers, employees, agents, successors and assigns, from Losses and threatened
Losses arising from, in connection with, or based on allegations of, any breach
of the terms of this Contract applicable to such Affiliate or Related Operator.

                  2.2 [intentionally deleted]

                  2.3 [intentionally deleted]

                  2.4 Expansions. During the Contract Term, Owner may, from time
to time, order Expansions from Vendor, subject to the provisions of Section 12.
The price and terms of such Expansions shall be as set forth in Exhibit A01 and
A02.

                  2.5 Review of Contract. Each party has examined in detail and
carefully studied and compared the Contract with all other information furnished
by the other party and has promptly reported to the other party any material
errors, inconsistencies or omissions so discovered or discovered by any of its
Subcontractors.

                  2.6 Eligibility under Applicable Laws and Applicable Permits.
Vendor shall be responsible for ensuring that Vendor and its Subcontractors are
and remain eligible under

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all Applicable Laws and Applicable Permits to perform the Work under this
Contract in the various jurisdictions involved including, to the extent that
Vendor will be responsible for construction for any particular component of the
Work, all such construction will be done in accordance with all applicable
Federal Communications Commission requirements. Each of Owner and Vendor shall
be responsible for obtaining and maintaining in full force and effect the
Applicable Permits listed as its responsibility in the applicable Exhibits.
Owner shall use its best commercially reasonable efforts to obtain such
approvals, licenses, permits, tariffs, and/or other authorities from the Federal
Communications Commission and state and local public utilities commissions as
may be necessary for construction and operation of a PCS system.

                  2.7 Further Assurances. Vendor shall execute and deliver all
reasonable further instruments and documents, and will, in good faith, consider
all reasonable requests for further action, including, but not limited to,
assisting Owner in filing notices of completion with the appropriate state and
local Governmental Entity, that may be necessary or that Owner may reasonably
request in order to enable Owner or Vendor to complete performance of the Work
or to effectuate the purposes or intent of this Contract. All such requests
shall be addressed pursuant to the Change Order procedures described below in
Section 11.

                  2.8 Liens and Other Encumbrances.

                  (a) Vendor covenants and agrees, after Vendor's receipt from
Owner of full payment for the respective Products and Services, to:

                           (i) protect and keep free all Expansions and/or any
         and all interests and estates therein acquired from Vendor, and all
         improvements and materials now or hereafter placed thereon under the
         terms of this Contract, from any and all claims, liens, charges or
         encumbrances of the nature of mechanics, labor or materialmen liens or
         otherwise arising out of or in connection with the performance by
         Vendor of this Contract or any performance by any Subcontractor, and to
         promptly have any such lien released by bond or otherwise; and

                           (ii) give notice of this subsection to each
         Subcontractor before such Subcontractor furnishes any labor or
         materials for Expansions.

                  (b) If any laborers', materialmen's, mechanics', or other
similar lien or claim thereof is filed by any Subcontractor, Vendor shall use it
best commercial efforts to cause such lien to be satisfied or otherwise
discharged, or shall file a bond in form and substance satisfactory to Owner in
lieu thereof within ten (10) Business Days of Vendor's receipt of notice of such
filing. If any such lien is filed or otherwise imposed, and Vendor does not
cause such lien to be released and discharged forthwith, or file a bond in lieu
thereof, then, without limiting Owner's other available remedies, Owner has the
right, but not the obligation, to pay all sums necessary to obtain such release
and discharge or otherwise cause the lien to be removed or bonded to Owner's
satisfaction from funds retained from any payment then due or thereafter to
become due to Vendor.

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                  (c) Owner reserves the right to post or place within any
System notices of non-responsibility or to do any other act required by
Applicable Law, to exempt Owner from any liability to third parties by reason of
any work or improvements to be performed or furnished hereunder; provided that
failure by Owner to do so shall not release or discharge Vendor from any of its
obligations hereunder.

                  2.9 Duty To Inform Itself Fully; Waiver of Defense. (a) Each
party shall be deemed to have notice of and to have fully examined and approved
the Specifications, the Exhibits and all other documents referred to herein, and
all drawings, specifications, schedules, terms and conditions of this Contract,
regulations and other information in relation to this Contract and/or any
amendments, modifications or supplements thereto at all times on or after the
Amended and Restated Effective Date and to have fully examined, understood and
satisfied itself as to all information of which it is aware and which is
relevant as to the risks, contingencies and other circumstances which could
affect this Contract and in particular the installation of Expansions or any
part thereof.

                  SECTION 3. PURCHASE ORDERS AND SCHEDULES

                  3.1 Purchase Orders. Owner and any Affiliate and Owner on
behalf of a Related Operator may deliver Purchase Orders to Vendor at any time
and from time to time during the Contract Term. Such Purchase Orders shall be
sent to Vendor either by certified mail, electronic transmission or another
mutually acceptable manner to the address specified in Exhibit D of this
Contract. All Purchase Orders shall be governed by the terms and conditions of
this Contract, unless otherwise agreed by the parties in writing. Each Purchase
Order shall reference this Contract and specify, in reasonable detail, the
Products, Services or other items of Work to be provided by Vendor, including
the agreement number (i.e., 082002), and whether the Purchase Order is being
submitted on behalf of a Related Operator.

                  3.2 Delivery under the Contract. Vendor shall complete the
Work specified in each Purchase Order in accordance with the terms and
conditions of this Contract.

                  3.3 Order Acceptance. All Purchase Orders shall be deemed to
incorporate and be subject to the terms and conditions of this Contract unless
otherwise agreed in writing. All Purchase Orders, including electronic orders,
shall contain the information necessary for Vendor to fulfill the order. All
schedules and requested dates are subject to Vendor's concurrence, provided that
if orders are made within the agreed to lead times specified in Exhibit E,
Vendor shall not withhold its concurrence to the requested dates. Except as
expressly agreed in writing by Owner and Vendor, no provision or data on any
Purchase Order or contained in any documents attached to or referenced in any
Purchase Order, or any subordinate document (such as shipping releases), which
is inconsistent with the terms of this Contract shall be binding, except data
necessary for Vendor to fill the order. All such other data and provisions are
hereby rejected. Electronic orders shall be binding on Owner notwithstanding the
absence of a signature, provided that the parties

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have implemented a mutually acceptable electronic order process and such orders
deemed to be binding have been issued by Owner and accepted by Vendor in
accordance with the process agreed upon by the parties. Vendor may accept or
reject any Purchase Order placed in accordance with the terms of this Contract;
provided that, any Purchase Order issued by Owner and not rejected in writing
within ten (10) Business Days shall be deemed accepted by Vendor. Order delivery
schedules and intervals and forecast requirements are set forth in Exhibit E.

                  While it is Vendor's objective to provide Owner with an
acknowledgment of each order received, Owner shall advise Vendor to the extent
that Owner becomes aware of any missing or late notifications to ensure that the
order has not been lost.

                  Changes made by Owner to an accepted Purchase Order shall be
treated as a separate order unless the parties expressly agree otherwise. If any
such change affects Vendor's ability to meet its obligations under the original
Purchase Order, any price, shipment date, or completion date quoted by Vendor
with respect to such original order is subject to change and shall be addressed
pursuant to the Change Order provisions below in Section 11.

                  3.4 Forecasts. Owner shall provide to Vendor regular forecasts
of Owner's annual Product and Services needs. If the quantities ordered are more
than the forecasted quantities, Vendor shall use reasonable best efforts to
fulfill such orders and achieve the Milestones required of Vendor hereunder.

                  3.5 Deployment Plans and Milestones. The deployment plans and
intervals, together with the key milestones, order intervals, in respect of
Expansions, are set forth in Exhibit E.

                  3.6 Inventory Control and Bar-coding. Vendor shall, at no
additional charge, pack and mark shipping containers in accordance with its
standard practices for domestic shipments. Vendor shall (a) enclose a packing
memorandum with each shipment and, if the shipment contains more than one
package, identify the package containing the memorandum, and (b) mark Products
as applicable for identification in accordance with Vendor's marking
specifications (for example, model/serial number).

                  SECTION 4. SUBCONTRACTORS

                  4.1 Subcontractors. Vendor may subcontract any portion of its
obligations under this Contract, but no such subcontract shall relieve Vendor
from primary responsibility and liability for the performance of Vendor's
covenants and obligations under this Contract. Regardless of whether or not
Vendor obtains approval from Owner with respect to use of a Subcontractor or
whether Vendor uses a Subcontractor recommended by Owner, use by Vendor of a
Subcontractor shall not, under any circumstances: (i) give rise to any claim by
Vendor against Owner if such Subcontractor breaches its subcontract or contract
with Vendor; (ii) give rise to any claim by such Subcontractor against Owner;
(iii)

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create any contractual obligation by Owner to the Subcontractor; (iv) give rise
to a waiver by Owner of its rights to reject any Defects or Deficiencies or
Defective Work; or (v) in any way release Vendor from being solely responsible
to Owner for the Work to be performed under this Contract.

                  4.2 Vendor's Liability. Vendor is responsible for all of its
obligations under this Contract, including the Work, regardless of whether a
subcontract or supply agreement is made or whether Vendor relies upon any
Subcontractor to any extent. Vendor's use of Subcontractors for any of the Work
shall in no way increase Vendor's rights or diminish Vendor's liabilities to
Owner with respect to this Contract, and in all events, except as otherwise
expressly provided for herein, Vendor's rights and liabilities hereunder with
respect to Owner shall be as though Vendor had itself performed such Work.
Vendor shall be liable for any delays caused by any Subcontractor as if such
delays were caused by Vendor.

                  4.3 No Effect of Inconsistent Terms in Subcontracts. The terms
of this Contract shall in all events be binding upon Vendor regardless of and
without regard to the existence of any inconsistent terms in any agreement
between Vendor and any Subcontractor whether or not and without regard to the
fact that Owner may have directly and/or indirectly had notice of any such
inconsistent term.

                  4.4 Assignability of Subcontracts to Owner. Vendor shall use
reasonable efforts to have each agreement between Vendor and a Subcontractor
contain a provision stating that, in the event that Vendor is terminated for
cause, convenience, abandonment of this Contract or otherwise, (i) each
Subcontractor shall continue its portion of the Work as may be requested by
Owner and (ii) such agreement may be assumed without penalty to Owner and, in
order to create security interests, may be assigned by Owner to third parties
designated by Owner, in either case at the option of Owner and for the same
price and under the same terms and conditions as originally specified in such
Subcontractor's agreement with Vendor.

                  4.5 Removal of Subcontractor or Subcontractor's Personnel.
Owner has the right at any time to request removal of a Subcontractor and/or any
of a Subcontractor's personnel from Work on the Expansions upon reasonable
grounds and reasonable prior notice to Vendor. Such request (a "Request for
Removal") shall be in writing and shall specify Owner's reasoning therefor.
Vendor promptly shall issue a written response to any such Request for Removal,
specifying the reasoning for its disagreement or agreement, as the case may be,
with the reasoning contained in the Request for Removal. If the parties fail to
agree, this matter shall be handled in accordance with the dispute resolution
procedures in Section 23. The exercise of such right by Owner shall have no
effect on the provisions of subsections 4.1 and 4.2.

                  4.6 Subcontractor Insurance. Vendor shall require its
Subcontractors to obtain, maintain and keep in force, during the time they are
engaged in providing Products and Services hereunder, insurance coverage of the
types and levels customary in the industry (provided that the maintenance of any
such Subcontractor insurance shall not

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relieve Vendor of its other obligations pursuant to this Contract). Vendor
shall, upon Owner's request, furnish Owner with evidence of such insurance in
form and substance reasonably satisfactory to Owner.

                  4.7 Review and Approval not Relief of Vendor Liability. No
inspection, review or approval by Owner permitted under this Contract of any
portion of the Work shall relieve Vendor of any duties, liabilities or
obligations under this Contract, but nothing contained in this subsection shall
be deemed a bar of any waiver given by Owner to Vendor pursuant to and in
accordance with the terms of this Contract.

                  4.8 Vendor Warranties. Except as otherwise expressly provided
in Section 18, the warranties of Vendor pursuant to Section 18 shall be deemed
to apply to all Work performed by any Subcontractor as though Vendor had itself
performed such Work and to all Products supplied by any third-party vendor or
other subcontractor as though Vendor itself had supplied such Products. Except
as otherwise specifically provided in Section 18, the parties agree that such
warranties shall not be enforceable merely on a "pass-through" basis but that
Owner may, but shall not be obligated to, enforce such warranties of any
Subcontractor to the extent that Owner determines that Vendor is not paying
and/or performing its warranties; provided that any such election by Owner shall
not relieve Vendor from any obligations or liability with respect to any such
warranty.

                  4.9 Payment of Subcontractors. Vendor shall make all payments
it is contractually required to make to all Subcontractors (except in the case
of legitimate disputes between Vendor and any such Subcontractor arising out of
the agreement between Vendor and such Subcontractor) in accordance with the
respective agreements between Vendor and its Subcontractors such that no
Subcontractor shall be in a position to enforce any liens and/or other rights
against Owner, any Products or any part thereof.

                  4.10 Copies. Subject to any confidentiality obligations
insisted upon by third party providers, including Subcontractors, Vendor will
use its good faith, reasonable efforts to provide Owner with any and all
relevant agreements, understandings, subcontracts and other documents pertaining
to the provision of Products or Services by a Subcontractor which Owner may
reasonably require in order for it to be provided with the information necessary
to exercise any of its rights under this Contract.

                  4.11 Benefit of Subcontracts. In addition to anything else
provided for in this Contract, Vendor shall make best commercially reasonable
efforts to ensure that Owner shall be entitled to the following benefits and
rights of Vendor under its contracts with any applicable third-party vendors or
other Subcontractors: all rights to conduct in-house tests, to receive notice of
upgrades and enhancements and to purchase spare parts; provided however, that
Vendor shall maintain sole responsibility for all obligations and other duties
under all such contracts.

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                  SECTION 5. PRICES AND PAYMENT

                  5.1 Prices. Unless otherwise provided in a valid Vendor
quotation or proposal, the prices for the Products, Services and other items of
Work for the Contract Term and are set forth in Exhibits A01 and A02.

                  5.2 Taxes. Owner shall reimburse Vendor for all present or
future taxes, levies, imposts, deductions, charges, withholdings and liabilities
("Taxes") imposed on Vendor by any Governmental Entity relating to the provision
of Products and Services by Vendor to Owner under this Contract, provided,
however, that Owner shall not be liable for and shall not pay or reimburse
Vendor for (i) any Taxes on or measured by the income or receipts of Vendor, and
(ii) any import or export taxes, fees, imposts or charges imposed by any
Canadian or United States Governmental Entity on any of the Products or Services
furnished to Owner hereunder for deliveries of such Products in the United
States only. If Owner shall pay Taxes for which Vendor receives a credit, then
Vendor shall reimburse to Owner an amount equal to such credit.

                  5.3 Payment. All amounts are due and payable at issuance of
each respective Purchase Order and such amounts must be received by Vendor prior
to shipment of related Products or commencement of related Services. Any payment
provided by Owner to Vendor in connection with any Purchase Order shall be
promptly returned by Vendor to Owner if such Purchase Order is not accepted by
Vendor. In the event of non-payment, Vendor may suspend performance, product
shipments or otherwise terminate a Purchase Order or this Contract. Owner shall
pay interest on any late payments at the rate of [***].

                  5.4  [intentionally deleted]

                  5.5 In Revenue Payments. At any time during a period of delay
Owner may, in its sole discretion, decide to place a Product, which is subject
to such delay, into In Revenue Service. Such placement into In Revenue Service
shall cause amounts, not already paid in full, to become immediately due and
payable, but shall not in any way relieve Vendor of any of its obligations
under this Contract.

                  5.6 Currency and Place of Payment. Payments under this
Contract shall be made in US dollars via wire transfer to the following account
of Vendor or such other account as is subsequently designated by Vendor in
writing.

                              Nortel Networks Inc.
                                      [***]

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[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>

                  SECTION 6. [intentionally omitted]

                  SECTION 7. [intentionally omitted]

                  SECTION 8. SERVICES

                  8.1 Transportation. Vendor shall ship the Products and
additional charges shall apply for shipping, insurance and special handling. In
the event of any unusual Site selections or requirements which require
transportation arrangements out of the ordinary course having regard to normal
industry standards and practices (such as crane requirements, expedited delivery
schedule, helicopter transportation requirements to a remote setting, etc.),
Vendor shall arrange, subject to Owner's prior approval, for such exceptional
transportation requirements from local staging facilities or warehouse locations
to the unusual Site. Vendor shall notify Owner that it believes, in good faith,
that exceptional transportation arrangements are necessary in the circumstances,
and Vendor will consult with Owner on an approved course of action to complete
delivery. Owner shall be responsible for all costs with respect to such
exceptional transportation requirements in excess of transportation costs
applicable to a standard Site.

                  8.2 Services. Vendor shall provide the Services ordered by
Owner in accordance with the provisions of the Exhibit hereto in respect of such
Services.

                  8.3 No Interference. Vendor shall install all Equipment so as
to cause no unauthorized interference with or obstruction to lands and
thoroughfares or rights of way on or near which the installation work may be
performed. Vendor shall exercise every reasonable safeguard to avoid damage to
existing facilities, and if repairs or new construction are required in order to
replace facilities damaged by Vendor due to its negligence or willful
misconduct, such repairs or new construction shall be at Vendor's sole cost and
expense. Vendor understands that many of the Sites may be co-located with other
RF transmission facilities and Vendor shall take all necessary precautions and
safety measures to ensure the safety of all of Vendor's and Subcontractors'
personnel at such Sites. Owner shall use its best commercially reasonable
efforts to ensure that no other third parties employed or engaged by Owner
hinder or delay Vendor in the performance of its installation obligations
hereunder.

                  Vendor makes no undertaking with respect to harmful
interference caused by (i) unauthorized installation, repair, modification or
change or Products not furnished by Vendor; (ii) Products being subject to
misuse, neglect, accident or abuse by other than Vendor; (iii) Products being
used in a manner not in accordance with operating instructions or in a suitable
installation environment or operation of other equipment in the frequency ranges
reserved for Owner within the applicable licensed area. Vendor assumes no

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responsibility under this clause for items not specified or supplied by Vendor.
The foregoing warranties are collectively referred to as the "Compliance
Warranty".

                  Vendor shall, when appropriate, have reasonable access to
Owner's premises during normal business hours and at such other times as may be
agreed upon by the parties in order to enable Vendor to perform its obligations
under this Contract. Vendor shall coordinate such access with Owner's designated
representative prior to visiting such premises. Vendor agrees to instruct its
employees to comply with all site rules while on Owner's premises. The employees
and agents of Vendor shall, while on Owner's premises, comply with all site
rules and guidelines including, but not limited to, where required by government
regulations. Neither party shall require waivers or releases of any personal
rights from representatives of the other in connection with visits to its
premises, and no such releases or waivers shall be pleaded by either party in
any action or proceeding.

                  For purposes of this Section, all references to "Owner's
premises" and other similar references shall be deemed to refer to any location
where a Site is to be located, which may include land or buildings owned or
leased by Owner. To the extent that Owner does not own the premises, Vendor's
obligations to adhere to site rules and guidelines shall include, without
limitation, those rules and guidelines required by the owner, landlord or
property manager having care and control of such premises, which Owner has
provided to Vendor in advance of the commencement of the applicable Work
hereunder.

                  SECTION 9. MANUALS, ENGINEERING DRAWINGS AND TRAINING

                  9.1 Documentation. Vendor shall provide the Documentation in
the amounts and formats set forth herein. The Documentation shall be prepared in
accordance with the relevant Specifications. Operating Manuals with up-to-date
drawings, specifications and design sheets shall be available for the Training
as set forth in subsection 9.4.

                  9.2 Standards for Manuals. All Operating Manuals and
Maintenance and Instruction Manuals required to be provided by Vendor pursuant
to this Contract shall be accurate and shall be:

                  (a) detailed and comprehensive and prepared in conformance
         with the Specifications and generally accepted national standards of
         professional care, skill, diligence and competence applicable to
         telecommunications and operation practices for facilities similar to
         the Systems;

                  (b) consistent with good quality industry operating practices
         for operating personal communications service systems of similar size,
         type and design;

                  (c)  sufficient to enable Owner to operate and maintain
         Expansions on a continuous basis; and

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                  (d) prepared subject to the foregoing standards with the goal
         of achieving operation of Expansions at the capacity, efficiency,
         reliability, safety and maintainability levels contemplated by this
         Contract and required by all Applicable Laws and Applicable Permits.

                  9.3 Equipment and Data. Vendor shall furnish all drawings,
specifications, specific design data, preliminary arrangements and outline
drawings of the Equipment and all other information as required in accordance
with this Contract in sufficient detail to indicate that the Equipment and
fabricated materials to be supplied under this Contract comply with the
Specifications.

                  9.4 [intentionally deleted]

                  9.5 Manuals and Training. The Training and the Documentation
provided in connection herewith, including, without limitation, all
Documentation provided in CD-ROM format and all documentation provided pursuant
to subsections 9.2, 9.3 and 9.4 shall be updated in reasonable quantities [***]
pursuant to and in accordance with all Product upgrades and/or modifications
applicable to Expansions and/or any part thereof.

                  SECTION 10. ACCEPTANCE PROCEDURES

                  10.1 Acceptance Procedures. Vendor shall perform acceptance
tests based upon its standard procedures in accordance with its published
Specifications. Upon successful completion of such acceptance tests or Owner's
use of the respective Products in commercial service, whichever occurs first,
the Products and Services shall be deemed accepted.

                  SECTION 11. CHANGE ORDERS AND SCHEDULING

                  11.1 Change Orders. Owner has the right to request expansions,
other revisions and/or modifications to any Purchase Order or to the Work
("Changes"), including but not limited to the Specifications, the manner of
performance of the Work or the timing of the completion of the Work. If there
are any delays by Owner in fulfilling its responsibilities hereunder that affect
Vendor's performance or ability to perform under any Purchase Order, or there
are errors or inaccuracies in the information provided to Vendor hereunder,
Vendor shall be entitled to reasonable schedule and pricing adjustments with
respect to such Purchase Order including, but not limited, to storage fees. All
Changes shall be subject to the prior written consent of Vendor. All Changes
shall be documented in a written order ("Change Order"), which shall be executed
by Owner and Vendor and shall contain any adjustments to pricing, Milestone or
other aspect of the Work as mutually agreed by the parties. Vendor shall have no
obligation to perform such Changes until it has received a revised Purchase
Order from Owner and the associated payment, if

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[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
<PAGE>

any. Vendor shall promptly notify Owner of any such requested Changes, which may
materially affect the operation and/or maintenance of Expansions or any part
thereof. In the event that the parties cannot agree on a Change Order within
fifteen (15) days of submission of a Change Order by Owner to Vendor, the matter
shall then be referred to dispute resolution pursuant to Section 23. Nothing
contained in this subsection is intended to limit Vendor's right, from time to
time, to make suggestions for modifications to the Work or the Specifications,
provided that in any such event Owner, in its sole and absolute discretion
pursuant to the terms of this Contract may refuse to make any such modification
or otherwise agree to issue a Change Order incorporating any such Vendor
suggestion.

                  11.2 Cancellation. Owner may at any time cancel, in whole or
in part, any Purchase Order or Change Order upon advance written notice to
Vendor; provided, however, Owner may not cancel a Purchase Order or Change Order
subsequent to the date the Product is shipped or Services are performed. In the
event of such cancellation, Owner shall pay to Vendor cancellation charges in
accordance with Exhibit B.

                  SECTION 12. DISCONTINUED PRODUCTS AND CONTINUING PRODUCT
SUPPORT

                  12.1 Notice of Discontinuation. For a period of [***] for the
Switch and [***] for all other Products furnished hereunder after the Amended
and Restated Effective Date, but in no event less than [***] after the date of
shipment, Vendor agrees to provide Owner, and all Affiliates and Related
Operators that have purchased Products hereunder, not less than [***] notice
before Vendor discontinues manufacturing of or support for a Product
("Discontinued Products") furnished under this Contract. In respect of Products
manufactured by a third party vendor, the notice period may vary. Where Vendor
offers a product for sale that is equivalent in Form, Fit and Function in
accordance with and pursuant to the Specifications, the notification period may
vary but in no event shall be less than [***]. In the case of each Discontinued
Product, Vendor shall furnish Products fully compatible with the relevant System
Elements within the System prior to the time that a Product is discontinued
during the appropriate [*] and [***] periods referenced above; provided that,
nothing herein shall bar the Vendor from discontinuing individual items of
Products as provided in and pursuant to this subsection. In the event that
Vendor discontinues a Product, Vendor will meet with Owner and use reasonable,
good faith efforts to develop a mutually acceptable transition plan that takes
into account Owner's existing investment in the item scheduled for
discontinuance.

                  In addition to repairs provided for under any applicable
Warranty, Vendor shall offer repair Services and repair parts in accordance with
Vendor's repair and repair parts practices and terms and conditions then in
effect, for Vendor-manufactured Equipment furnished pursuant to this Contract.
Such repair Services and repair parts shall be available while Vendor is
manufacturing or stocking such Products or repair parts, but in no event less
than [***] for the Switch and [***] for all other Products after such Product's
discontinued availability effective date. Vendor may use either the same or
functionally equivalent products or parts which are new,

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[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>

remanufactured, reconditioned or refurbished in the furnishing of repairs or
replacements under this Contract.

                  If during the agreed-to support period following the issuance
of notice of discontinuance, Vendor fails to provide repair parts and/or repair
Services and a functionally equivalent replacement has not been designated,
Vendor shall so advise Owner, to allow Owner to plan appropriately, and if
Vendor is unable to identify another source of supply for such repair parts or
services, Vendor shall, in addition to any other right or remedy available to
Owner at law or in equity, provide Owner, at no additional charge to Owner, upon
request, with non-exclusive licenses for Product manufacturing to the extent
Vendor can grant such licenses, so that Owner will have sufficient information,
ability and rights to have such Discontinued Products manufactured, or obtain
such repair Service or repair parts from other sources. Such license shall
include appropriate non-disclosure and confidentiality covenants.

                  12.2 Discontinuation During Warranty Period. If Vendor
discontinues the availability of a Product during that Product's Warranty Period
and Owner is required to purchase a replacement Product to replace the
Discontinued Product in order to maintain the same functionality of the
Discontinued Product, Vendor agrees to grant Owner an additional [***] discount
to be applied against the net price of all Products required to be purchased by
Owner as replacements for such Discontinued Product, which additional discount
shall be applied after the determination of the lowest price available to Owner
pursuant to this Contract.

                  12.3 Discontinuation After Warranty Period. If Vendor
discontinues the availability of a Product after that Product's Warranty Period,
Owner shall be afforded no less favorable treatment in terms of Vendor's
manufacturer's discontinuation programs offered to Vendor's other customers.

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[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>

                  SECTION 13. SOFTWARE

                  13.1 RTU License. Upon delivery of the Software, but subject
to payment of the license fees specified in Exhibit A02, Owner is hereby granted
a personal, non-exclusive, fully paid-up, multi-site (capability to move
Software from site to site on prior notice to Vendor) right to use license for
the Software ("RTU License"), to operate the specific Equipment, processor or
product line for which the licenses to use the Software are initially granted,
or temporarily on any comparable replacement if any such Equipment, processor or
product line becomes inoperative. Owner shall use such Software only for its own
internal business operation, or, in the case where the Software is purchased by
or on behalf of Affiliates or Related Operators, for the internal business
operations of such Affiliates and Related Operators. The RTU License grants
Owner no right to, and Owner will not, sublicense such Software or modify,
decompile, reverse engineer, or disassemble, or in any other manner decode
Software furnished as object code for any reason, including without limitation,
to generate corresponding source code provided in each Expansion. Except as
provided below, no license is granted to Owner to use the Software outside of
the United States.

                  In the event that Owner wishes to use the Software on
associated equipment outside of the United States or to transfer Software to an
affiliate or third party transferee located outside the United States, Vendor
shall not unreasonably withhold its consent to such use or transfer, provided
that Vendor or the transferee, as the case may be, enters into an appropriate
license agreement with an affiliate of Vendor carrying on business in the
territory in which the Software is to be located, on terms substantially similar
to the RTU License terms set forth herein, provided, however, that Owner
acknowledges and agrees that support and maintenance obligations set forth
herein are only applicable for Software resident on Equipment located within the
United States. Support and maintenance Services offered by Vendor's affiliates
differs in various different territories, and will be subject to the local
practices maintained in such territory.

                  13.2 Owner's Obligations. Owner agrees that the Software,
whether or not modified, and all copies thereof made by Owner, shall be treated
as trade secrets and proprietary to Vendor, its Subcontractors or its suppliers,
as appropriate and Owner shall:

                  (a) Utilize the Software solely in conjunction with the
Products for which the Software was purchased; provided that Vendor acknowledges
that the Software shall be integrated across interfaces with systems, equipment
and software provided by other suppliers and customers;

                  (b) Ensure that all copies of the Software shall, upon any
reproduction by Owner authorized by Vendor and whether or not in the same form
or format as such Software, contain the same proprietary, confidentiality and
copyright notices or legends which appear on the Software provided pursuant
hereto; and

                  (c) Hold secret and not disclose the Software to any person,
except to (i) such of its employees, contractors, agents or affiliates that are
involved in the operation or

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management of Products for which the Software was purchased and need to have
access thereto to fulfill their duties in such capacity, or (ii) other Persons
who need to use such Software to permit integration of a Product for which the
Software was purchased with systems and software of other suppliers and
customers; provided that such persons agree, or are otherwise obligated, to hold
secret and not disclose the Software to the same extent as if they were subject
to this Contract, and provided further that if any such Person is a competitor
of Vendor involved in the manufacture of communications equipment, software or
related services, Vendor must approve such use on a case-by-case basis on
commercially reasonable terms and such use shall be subject to an appropriate
non-disclosure agreement.

                  (d) When and if Owner determines that it no longer needs the
Software or if Owner's license is canceled or terminated pursuant to the terms
of this Contract, return all copies of such Software to Vendor or follow
reasonable written disposition instructions provided by Vendor. If Vendor
authorizes disposition by erasure or destruction, Owner shall remove from the
medium on which Software resides all electronic evidence of the Software, both
original and derived, in such manner that prevents subsequent recovery of such
original or derived Software.

                  (e) Owner shall not copy Software embodied in firmware and
unless otherwise specifically provided in this Contract, Owner is not granted
any right to modify Software furnished by Vendor under this Contract.

                  13.3 Backwards Compatibility. Vendor represents and warrants
(the "Software Backwards Compatibility Warranty") that each Software Maintenance
Release, Software Upgrade and Software Enhancement will be Backwards Compatible.
[***]

                  13.4 Transfer and Relocation.

                  (a) In the event Owner or any successor to Owner's title in
the Products (i) elects to transfer a Product to a third party, and where such
Product shall remain in place and be used for substantially the same purpose as
used by Owner and where such third party resides in the United States and is not
a direct competitor of Vendor involved in the manufacture of communications
equipment, software or related services, or (ii) elects to transfer Products to
an affiliate, Owner may transfer its RTU License for the Software furnished
under this Contract for use with such Product, without the payment of any
additional Software right to use fees by the transferee. For example, if the RTU
License for the Software contains usage or per subscriber limits, or the
processor to be used by transferee requires additional memory or hard disk space
additional payments or purchases may be required. The following conditions shall
apply to transfers and relocations pursuant to this subsection 13.4:

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[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>

                  (A)      The right to use such Software may be transferred
         only together with the Products with which Owner has a right to use
         such Software, and such right to use the Software shall continue to be
         limited to use with such Products;

                  (B)      Before any such Software is transferred, Owner shall
         notify Vendor of such transfer and the transferee shall have agreed in
         writing (a copy of which shall be provided to Vendor) to keep the
         Software in confidence and to corresponding conditions respecting
         possession and use of Software as those imposed on Owner in this
         Contract; and

                  (C)      The transferee shall have the same right to Software
         warranty and Software maintenance for such Software as the transferor,
         provided the transferee continues to pay the fees, including recurring
         fees, if any, associated with such Software warranty or maintenance
         pursuant to this Contract.

                  (b) Except as otherwise provided in this Contract, Owner or
any successor to Owner's title in the Products shall have no right to transfer
Software furnished by Vendor under this Contract without the consent of Vendor,
which consent shall not be unreasonably withheld. If Owner or such successor
elects to transfer a Product purchased under this Contract for which it does not
under this Contract have the right to transfer related Software, Vendor agrees
that upon written request of the transferee of such Product, or of Owner or such
successor, Vendor shall not without reasonable cause fail to grant to the
transferee a license to use such Software with the Products, whether to be
located within the United States or elsewhere, upon payment of relicensing and
certification fees to Vendor on commercially reasonable terms acceptable to
Vendor.

                  13.5 Termination and Survival. The rights and obligations of
Owner under the RTU License shall survive the termination of this Contract,
regardless of the cause of termination provided Owner has met its material
obligations hereunder and has rendered all payments in accordance with this
Contract. In the event that Owner materially breaches its obligations hereunder
with respect to the RTU License, and if Vendor has provided Owner with prior
written notice describing the alleged material breaches and given Owner a
reasonable time (in no event less than thirty (30) days) to cure any such
breaches, Vendor may terminate Owner's RTU License. In the event that Owner
fails to pay applicable license fees, Vendor may terminate Owner's right to use
the Software to which such fees apply; provided that, Vendor provided written
notice of such breach to Owner and Owner failed to make payment within ten (10)
days from Vendor's notice thereof. Such terminated rights shall be immediately
reinstated upon payment of all applicable license fees. In no event other than
as set forth in this subsection 13.5 may Vendor terminate Owner's right to use
the Software. Notwithstanding any other provision of this Contract, if there is
a dispute, pending final resolution of such dispute, all of Owner's rights under
this Contract shall continue in full force and effect, and Vendor will not
terminate the RTU License, and so long as Owner continues to pay Vendor
applicable fees, Vendor will not terminate, suspend, interrupt or delay
maintenance and support of the Software.

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<PAGE>

                  13.6 Access to Source Codes. [***]

                                    (i) if Vendor becomes insolvent, makes a
         general assignment for the benefit of creditors, files a voluntary
         petition in bankruptcy or an involuntary petition in bankruptcy is
         filed against Vendor which is not dismissed within sixty (60) days, or
         suffers or permits the appointment of a receiver for its business, or
         its assets become subject to any proceeding under a bankruptcy or
         insolvency law, domestic or foreign, or has liquidated its business, or
         Vendor, or a business unit of Vendor that is responsible for
         maintenance of the Software, ceases doing business without providing
         for a successor, and Owner has reasonable cause to believe that any
         such event shall cause Vendor to be unable to meet its Warranty service
         or support requirements hereunder; or

                                    (ii) if Vendor ceases to maintain or support
         a previously supported version of the Software and Owner cannot obtain,
         with Vendor's assistance (for example, by providing a third party with
         Source Code or by any other appropriate method) the same support
         services Vendor is required to provide under this Contract from another
         entity (either working with or independently from Vendor) at a price
         that is equal to or less than the prices for such support as provided
         herein, or there is a persistent and material failure by Vendor to
         provide the Warranty service or support it is required to provide
         pursuant to the terms of this Contract.

                  13.7 Ownership of Intellectual Property. Vendor shall own all
forms of intellectual property rights (including, but not limited to, patent,
trade secret, copyright and mask rights) pertaining to the Software, and shall
have the right to file for or otherwise secure and protect such rights. The
foregoing notwithstanding, the parties understand and agree that from time to
time Owner may independently devise, develop or otherwise create ideas or other
concepts for services or new products which are patentable or otherwise capable
of receiving protection from duplication. In such event, Owner shall have the
right to apply for a patent in accordance with applicable law, provided,
however, that notwithstanding this subsection, Vendor does not hereby relinquish
or release any of its intellectual property rights.

                                       25

           Nortel Networks and Cricket Communications Proprietary and
                            Confidential Information

[*]  Certain material (Indicated by an asterisk) has been omitted from this
     document pursuant to a request for confidential treatment. The omitted
     material has been filed separately with the Securities and Exchange
     Commission.
<PAGE>

                  SECTION 14. SOFTWARE AND EQUIPMENT CHANGES

                  14.1 Software.

                  14.1.1 Software Upgrades, Software Maintenance Releases,
Software Enhancements and Combined Releases. During the Contract Term and upon
full payment of the applicable licensing fees as set forth in Exhibit A02
hereto, Owner shall receive [***]. Owner may elect to purchase such Optional
Software Features on a per feature basis, or [***]. During the Contract Term,
Vendor will use commercially reasonable efforts to work jointly with Owner and
Owner's third party equipment or service suppliers with respect to the
integration of such third party's equipment or services with Owner's System(s).

                  14.1.2 Notice. Vendor shall give Owner, or cause Owner to be
given not less than [***] prior written notice of the introduction of any
Software Enhancement release or any Software Combined Release or any optional
Software release. In addition, in each February and August of each year during
the term of this Contract, Vendor shall provide, or cause to be provided, to
Owner a forecast of future Software Enhancement releases, Software Upgrades, or
Software Combined Releases or any optional Software release, as the case may be,
then currently being developed by or on behalf of Vendor.

                  14.1.3 Installation, Testing and Maintenance. The Installation
and testing of the Products by Vendor and the acceptance thereof by Owner shall
be performed in accordance with the standard Vendor Statement of Work, where
applicable as is generally available to Vendor's customers at the time a
respective Purchase Order is placed (e.g., Vendor's technical support,
installation and commissioning, integration, and repair and return statements of
work found in Vendor's publications [***]). For the purposes of this Section,
"Statement of Work" is a document prepared by Vendor, describing the
deliverables, estimated timelines, assumptions, responsibilities and other
relevant terms specific to a project and a Purchase Order. A Statement of Work
shall be governed by the terms and conditions of, and constitute a part of, this
Contract. This Contract shall govern should there be any conflict between the
terms of this Contract and the terms of a Statement of Work, unless Owner and
Vendor have agreed to deviate from the terms of this Contract in writing.

                  14.1.4 Software Fixes. In the event that any Software
Maintenance Release, Software Upgrade, Software Enhancement or Software Combined
Release supplied by

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                            Confidential Information

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>

Vendor during the term of this Contract has the effect of preventing any
Expansion or any part thereof from satisfying, or performing in accordance with
the Specifications or the Exhibits or otherwise adversely affects the
functionality or features of any Expansion or any part thereof, then Vendor
shall promptly retrofit or take such other corrective action as may be necessary
to ensure that any Expansion or any such affected part, as modified to include
each such Software Maintenance Release, Software Upgrade, Software Enhancement
or Software Combined Release, shall satisfy, and perform in accordance with, the
Specifications and the Exhibits and restore all pre-existing functionality and
features as well as provide any new features and functionality provided by any
of the foregoing modifications, in each case without any charge to Owner (other
than payment of the applicable fees pursuant to the terms of this Contract).
Notwithstanding anything contained herein in this subsection to the contrary,
Owner shall be responsible for the cost of any additional Equipment required to
accommodate additional capacity, memory or processing requirements necessitated
by any new Software feature or Optional Software Feature which Owner elects to
use (provided such use by Owner is optional without losing the benefit of the
Software Maintenance Release or Software Upgrade) which are contained in any
such Software Upgrade, Software Enhancement or Software Combined Release;
provided, however, that Owner shall not be required to pay for any additional
Equipment required to accommodate additional capacity, memory or processing
requirements necessitated by implementation of a required Software Maintenance
Release, whether or not such Software Maintenance Release is issued as a
stand-alone release, or is contained within a Software Upgrade, Software
Enhancement or Software Combined Release.

                  14.2 Equipment.

                  14.2.1 Equipment Upgrades. (a) Equipment Upgrades will be
provided to Owner by Vendor [***] as provided in subsection 14.2.1(b) below.
Equipment Enhancements must be provided to Owner by Vendor, if requested by
Owner, and Owner is obligated to make payment therefor in an amount that is
specified on Exhibit A04. If Vendor at any time issues an Equipment Upgrade
which is combined with any Equipment Enhancement (collectively, the "Equipment
Combined Release") to such Equipment, the Equipment Combined Release will be
provided at no charge to Owner unless and until Owner uses any of the Equipment
Enhancements included within the Equipment Combined Release, provided such use
by Owner of such Equipment is optional without losing the benefit of the
Equipment Upgrade.

                  (b) (i) After a Product has been shipped to Owner, if Vendor
issues an Equipment Upgrade or Equipment Enhancement, or where a modification to
correct an error in field documentation is to be introduced, Vendor will
promptly notify Owner of such change through Vendor's design change management
system or another Vendor notification procedure. Each change notification,
whether or not it bears a restrictive legend, will be subject to the
confidentiality obligations provided in subsection 26.18, except that such
information may be reproduced by Owner for Owner's use as required within the
System. If Vendor has engineered, furnished, and installed a Product which is
subject to an Equipment Upgrade, Vendor will implement such change, at its sole
cost and expense, if it is announced within [***] for the Switch and [***] for
all other Products

                                       27

     Nortel Networks Inc. and Cricket Communications, Inc. Proprietary and
                            Confidential Information

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>

from the date of shipment of that Product, and subject to the reasonable review
and acceptance of Owner at such times as Owner reasonably determines that it
needs to review such Vendor decision, by either (A) modifying the Product at
Owner's site; (B) modifying the Product which Owner has returned to Vendor in
accordance with Vendor's reasonable instructions pursuant to and in accordance
with the terms of this Contract; or (C) replacing the Product requiring the
change with a replacement Product for which such change has already been
implemented. If Vendor has not engineered the original Product application and
accordingly office records are not available to Vendor, Vendor will provide the
generic change information and associated parts for Owner's use in implementing
such change.

                  (ii) In any of the instances described in clause (i) above, if
Vendor and Owner agree that a Product or part thereof subject to such change is
readily returnable, without incurring any significant time or expense, Owner, at
its expense, will remove and return such Product or part to Vendor's designated
facility within the United States and Vendor, at its sole expense, will
implement such change (or replace it with a Product or part for which such
change has already been implemented) at its facility and return such changed (or
replacement) Product or part at its sole cost and expense to Owner's designated
location within the United States. Any such reinstallation of Products which
were readily returnable will be performed by Owner at its sole expense, provided
such reinstallation can be done by Owner without incurring any significant time
or expense. In all other circumstances, Vendor shall provide such removal,
repair and reinstallation Services at its sole cost and expense.

                  (iii) If Owner does not make or permit Vendor to make an
Equipment Upgrade as stated above within the appropriate [***] period from the
date of change notification or such other period as Vendor may agree, subsequent
changes, repairs or replacements affected by the failure to make such change
may, at Vendor's option, be invoiced to Owner whether or not such subsequent
change, repair or replacement is covered under the warranty provided in this
Contract for such Product. If requested by Owner, Equipment Upgrades announced
more than the appropriate [***] period from the date of shipment will be
implemented at Owner's expense.

                  (iv) If Vendor issues an Equipment Enhancement after a Product
has been shipped to Owner, Vendor will promptly notify Owner of such change if
it is being offered to any of Vendor's customers. Except as otherwise set forth
above in subsection 14.2.1(b), when an Equipment Enhancement is requested by
Owner, the pricing set for such Equipment Enhancements will be at Vendor's
standard charges subject to the applicable discounts set forth in Exhibit A01.

                  (v) All change notifications for Equipment Upgrades and
Equipment Enhancements provided by Vendor to Owner pursuant to the terms of this
Contract must contain the following information: (A) a detailed description of
the change; (B) the reason for the change; (C) the effective date of the change;
and (D) the implementation schedule for such change, if appropriate.

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                            Confidential Information

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>
                  14.2.2 Notice. Vendor shall give, or shall cause to be given
to, Owner not less than [***] prior written notice of the introduction of any
Equipment Enhancement or any Equipment Combined Release. In addition, in each
February and August of each year during the Contract Term, Vendor shall provide
Owner with a forecast of future Equipment Enhancements to the Equipment or
Equipment Combined Releases then currently being developed by or on behalf of
Vendor.

                  14.2.3 Equipment Fixes. In the event that any Equipment
Upgrade or Equipment Enhancement, directly or indirectly, supplied by Vendor
during the appropriate [***] period following the Amended and Restated Effective
Date or during the [***] period following the date of shipment of such Equipment
Upgrade or Equipment Enhancement, has the effect of preventing any Expansion or
any part thereof from satisfying, or performing in accordance with, the
Specifications or otherwise adversely affects the functionality,
interoperability or features of any System, or any part thereof then Vendor
shall without any charge to Owner promptly retrofit or take such other
corrective action as may be necessary to assure that any Expansion or any such
affected part, as modified to include each such Equipment Upgrade and Equipment
Enhancement, shall satisfy, and perform in accordance with, the Specifications
and restore all pre-existing functionality and features as well as provide any
features and functionality provided by any of the foregoing modifications.

                  14.2.4 Equipment Backwards Compatibility Warranty. Vendor
represents and warrants (the "Equipment Backwards Compatibility Warranty") that
each New Equipment Release will be Backwards Compatible, provided that it is
implemented within the specified time provided with each New Equipment Release.
[***]

                  14.3 Notice of Developments.

                  14.3.1 Vendor Developments. Vendor shall provide Owner, or
cause to be provided to Owner, through Owner's chief technical officer (or in
the absence of such officer, to Owner's chief executive officer), with
reasonable written notice of any Product developments, innovations and/or
technological advances (collectively "Vendor Developments") relevant to
Expansions simultaneous to giving such notice to any other customer or otherwise
making any such Vendor Development public; provided that Vendor shall not be
obligated to provide Owner such notice before any other customer if doing so
would breach any contractual obligation to any other customer, provided further
that any such notice need not include any information originated by another
customer of Vendor which is proprietary to such other customer of Vendor. For
the purposes of this subsection the term "Vendor" includes Vendor and its
affiliates and subsidiaries.

                  14.3.2 Participation in Testing. Owner has the right, but not
the obligation, to witness and/or participate in any initial testing of Vendor
Developments; provided that any such initial testing of Vendor Developments
shall be subject to (i) scheduling as reasonably determined by Vendor, (ii) the
qualification that Owner's Expansions meets the

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                            Confidential Information

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>

technical requirements for the testing of such Vendor Development as reasonably
determined by Vendor (or otherwise that Owner is willing to update such
Expansions to meet such requirements), (iii) Owner's acknowledgment that it
shall be able to provide the resources necessary to implement the initial
testing for such Vendor Development, and (iv) Owner and Vendor executing a
verification office testing agreement that identifies the scope, terms, pricing,
responsibilities and schedule related to the initial testing of such Vendor
Development. Vendor shall provide Owner at least thirty (30) days' prior written
notice of its intent to test any such Vendor Development and upon Owner's
written request Vendor shall allow Owner to participate in such testing upon
terms and in a testing environment reasonably acceptable to the parties at such
time. Such rights shall not apply to a Vendor Development originated by another
customer of Vendor which includes information which is proprietary to such other
customer.

                  14.3.3 Quarterly Notices. Vendor shall make reasonable efforts
to collect and distribute on an as needed basis, as determined by Vendor (but no
less often than Vendor would do for its other customers generally), a list of
new Software bugs, problems, fixes, etc., provided that Vendor shall not be
required to distribute confidential information of any other customer.

                  SECTION 15. INTELLECTUAL PROPERTY

                  15.1 Intellectual Property. Neither Owner nor Vendor shall
publish or use any advertising, sales promotion, press releases or publicity
matters relating to this Contract without the prior written approval of the
other, in accordance with Section 26.13.

                  15.2 Infringement. (a) Vendor agrees that it shall defend,
indemnify and hold harmless, at its own expense, all suits and claims against
Owner, Affiliates and Related Operators, and the respective officers, directors,
employees and affiliates of each of the foregoing (collectively, the "Owner
Indemnified Parties"), for infringement or violation of any patent, trademark,
copyright, trade secret or other intellectual property rights of any third party
enforceable in the United States or in any other territory where Vendor has
approved the deployment or use of Products under this Contract (collectively,
"Intellectual Property Rights"), covering, or alleged to cover, the Products or
any component thereof. Vendor agrees that it shall pay all sums, including
without limitation, reasonable attorneys' fees and other costs incurred at
Vendor's written request or authorization, which, in defense of, by final
judgment or decree, or in settlement of any suit or claim to which Vendor
agrees, may be assessed against, or incurred by, any of the Owner Indemnified
Parties on account of such infringement or violation, provided that the Owner
Indemnified Parties involved shall cooperate in all reasonable respects with
Vendor and its attorneys in the investigation, trial and defense of such lawsuit
or action and any appeal arising therefrom; provided, however, that the Owner
Indemnified Parties may, at their own cost, participate in the investigation,
trial and defense of such lawsuit or action and any appeal arising therefrom.
The parties shall cooperate with each other in any notifications to insurers. If
a claim for Losses (a "Claim") is to be made by a party entitled to
indemnification hereunder against Vendor, the party claiming such
indemnification shall give written

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<PAGE>

notice (a "Claim Notice") to Vendor as soon as practicable after the party
entitled to indemnification becomes aware of any fact, condition or event which
may give rise to Losses for which indemnification may be sought under this
Contract, provided, however, no delay on the part of the Owner Indemnified
Parties in notifying Vendor shall relieve Vendor from any obligation hereunder
unless (and then solely to the extent) Vendor is thereby materially prejudiced.
If any lawsuit or enforcement action is filed against any party entitled to the
benefit of indemnity hereunder, written notice thereof shall be given to Vendor
as promptly as practicable (and in any event within fifteen (15) calendar days
after the service of the citation or summons). Vendor shall be entitled, if it
so elects, (i) to defend such lawsuit or action, (ii) to employ and engage
attorneys of its own choice to handle and defend the same, at Vendor's cost,
risk and expense, and (iii) to compromise or settle such Claim, which compromise
or settlement shall be made only with the written consent of the Owner
Indemnified Parties involved (which may not be unreasonably withheld), unless
such compromise or settlement includes an unconditional release of any claims
against the Owner Indemnified Parties in which event such written consent of the
Owner Indemnified Parties shall not be required. If Vendor fails to assume the
defense of such Claim within fifteen (15) calendar days after receipt of the
Claim Notice, the Owner Indemnified Parties against which such Claim has been
asserted will (upon delivering notice to such effect to Vendor) have the right
to undertake, at Vendor's cost and expense, the defense, compromise or
settlement of such Claim on behalf of and for the account and risk of Vendor. In
the event an Owner Indemnified Party assumes the defense of the Claim due to the
Vendor's failure to assume the defense of such claim within fifteen (15)
calendar days, such Owner Indemnified Party will keep Vendor reasonably informed
of the progress of any such defense, compromise or settlement. Vendor shall be
liable for any settlement of any action effected pursuant to and in accordance
with this Contract and for any final judgment (subject to any right of appeal),
and Vendor agrees to indemnify and hold harmless the Owner Indemnified Parties
from and against any Losses by reason of such settlement or judgment.

                  (b) Vendor's obligation under this subsection shall not extend
to alleged infringements or violations that arise because the Products provided
by Vendor are used in combination with other products furnished by third parties
and where any such combination was not installed, recommended or approved by
Vendor.

                  15.3 Vendor's Obligation to Cure. If in any such suit so
defended, all or any part of the Products or any component thereof is held to
constitute an infringement or violation of Intellectual Property Rights of
others and its use is enjoined, or if in respect of any claim of infringement or
violation Vendor deems it advisable to do so, Vendor shall at its sole cost,
expense and option take one or more of the following actions: (i) procure the
right to continue the use of the same without interruption for Owner and any
Affiliates and Related Operators; (ii) replace the same with non-infringing
Products that meets the Specifications in accordance with the terms of this
Contract; or (iii) modify said Products, any Expansion or any component thereof
so as to be non-infringing, provided that the Products, any Expansion or any
component thereof as modified meets all of the Specifications. In the event that
Vendor is not able to cure the infringement pursuant to clause (i), (ii) or
(iii) in the immediately preceding sentence, in addition to the other rights

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<PAGE>

and remedies provided in this Section 15, Vendor shall refund to Owner (or
Affiliate or Related Operator that have placed Purchase Orders under this
Contact) the full purchase price paid by Owner (or Affiliate or Related
Operator) for such infringing Product or feature, and Owner (or such Affiliate
or Related Operator) shall return to Vendor such infringing Product or feature;
provided that, Vendor shall only be obligated to refund such purchase price for
a period (from the effective date of the Contract) of [***] for Switch related
Products and [***] for other Products. For those infringing Products not readily
returnable by Owner, or where Owner cannot de-install and remove such infringing
Products without incurring significant time and expense, Vendor shall, at its
expense, de-install and remove such infringing Products.

                  15.4 Exclusions From Vendor's Obligations. Vendor's
obligations under this Section 15 shall not apply to any infringement or
violation of Intellectual Property Rights that is caused by unauthorized
modification of the Products, any Expansion or any component thereof by Owner or
infringement that arises from use or combination of the Products with other
products not supplied or approved by Vendor, or that arises from adherence to
instructions to apply Owner's trademark, trade name or other company
identification to a Product, or any infringement caused solely by Owner's use
and maintenance of the Products other than in accordance with the
Specifications, except as authorized or permitted by Vendor. Owner shall
indemnify Vendor against all liabilities and costs, including reasonable
attorneys' fees, for defense and settlement of any and all claims against Vendor
for Owner's (and Affiliate's and Related Operator's) infringements or violations
described in this subsection.

                  15.5 Infringement Related To OEM Equipment. Vendor shall have
no liability whatsoever for any patent, copyright or any other intellectual
property right infringement arising from Owner's use of OEM Equipment, and
Vendor makes no express or implied warranty of non-infringement with respect
thereto. In the event of an infringement claim by a third party alleging
infringement of patent, trademark, copyright or violation of trade secrets or
proprietary rights because of, or in connection with, OEM Equipment furnished
pursuant to this Contract, Vendor shall attempt to assign any of its indemnity
rights for such infringement claim to Owner. If Vendor is unable to assign such
indemnity rights to Owner, Vendor shall enforce its indemnity rights against the
applicable OEM Equipment supplier and pass through indemnity amounts to which
Vendor and/or Owner is entitled, and in such event Owner agrees to comply with
any commercially reasonable obligations required by the OEM Equipment supplier
in order for Vendor to enforce such rights.

                  15.6 Liability of Vendor. The liability of Vendor with respect
to any and all claims, actions, proceedings or suits by third parties alleging
infringement of patents, trademarks, or copyrights or violation of trade secrets
or proprietary rights because of, or in connection with, any items furnished
pursuant to this Contract shall be limited to the specific undertakings
contained in this Section 15 and Section 20 of this Contract.

                  SECTION 16. [intentionally deleted]

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                            Confidential Information

[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>

                  SECTION 17. FORCE MAJEURE

                  17.1 Excusable Delay.

                  (a) If the performance of this Contract, or of any obligation
hereunder except for the obligations set forth in Section 5 is prevented,
restricted or interfered with by reason of fires, breakdown of plant, labor
disputes, embargoes, government ordinances or requirements, civil or military
authorities, acts of God or of the public enemy, acts or omissions of carriers,
inability to obtain necessary materials or services from suppliers, or other
causes beyond the reasonable control of the party whose performance is affected
("Force Majeure"), then the party affected, upon giving prompt notice to the
other party, shall be excused from such performance on a day-for-day basis to
the extent of such prevention, restriction, or interference (and the other party
shall likewise be excused from performance of its obligations on a day-for-day
basis to the extent such party's obligations relate to the performance so
prevented, restricted or interfered with); provided that the party so affected
shall use reasonable efforts to avoid or remove such cause of non-performance
and both parties shall proceed to perform their obligations with dispatch
whenever such causes are removed or cease.

                  (b) The party claiming the benefit of excusable delay
hereunder shall (i) promptly notify the other party of the circumstances
creating the failure or delay and provide a statement of the impact of such
party failure or delay and (ii) use reasonable efforts to avoid or remove such
causes of nonperformance, excusable failure or delay. If an event of Force
Majeure prevents Vendor from performing its obligations under this Contract for
a period exceeding sixty (60) days, Owner may, upon prior written notice to the
other party, terminate this Contract.

                  (c) In the event of a Force Majeure which the party claiming
relief for such event has used all best commercially reasonable efforts to
resolve in accordance with the terms of this Contract, upon the written request
of either party, the other party shall in good faith negotiate modifications, to
the extent reasonable and necessary, in scheduling and performance criteria in
order to reasonably address the impact of such Force Majeure.

                  SECTION 18. WARRANTIES

                  18.1 Products and Services Warranty. Vendor warrants that,
with respect to Products and Services furnished under this Contract for a period
of [***] from the date of shipment, such Products and Services will be free of
Defects and Deficiencies and shall conform to the applicable portions of the
Specifications (the "Products and Services Warranty"). With respect to OEM
Equipment, Vendor shall furnish such Products only on a pass-through warranty
basis. Vendor's obligations with respect to the Products and Services Warranty
shall be to attempt first to repair or replace at no additional cost, any
defective Products or correct any deficient Services. If, after using its best
commercially reasonable efforts to repair or replace such Product and after
consultation with and with the consent of

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[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>
 Owner, which consent shall not be unreasonably withheld, Vendor determines that
it is unable to repair, replace or otherwise correct such defect, Vendor shall
provide [***], and installation charges if installed by Vendor. If, as a result
of the Defect and Deficiency, the Product fails to operate in accordance with
the Specifications which causes the Expansion to fail to materially operate in
accordance with its Specifications, [***] Owner shall return such Products to
Vendor at Vendor's sole cost and expense. The Warranty Period for all Products
or Services repaired, replaced or corrected under the Products and Services
Warranty shall be for the remainder of the applicable original warranty period
or [***], whichever is longer.

                  For those Products not readily returnable by Owner, or where
Owner cannot remove and reinstall the Products without incurring significant
time and expense, and where Vendor elects to repair or replace the Product,
Vendor shall repair or replace the Product at Owner's Site. In the event Vendor
does the repair work at Owner's site, Vendor shall be responsible for
replacement of cable and wire Products, and for reasonable Site restoration. If
Vendor has elected to repair or replace a defective Product, and the Product is
readily returnable by Owner without incurring significant work or expense, Owner
is responsible for removing and reinstalling the Products. Products returned for
repair or replacement will be accepted by Vendor only in accordance with its
instructions and procedures for such returns. The transportation expense
associated with returning such Product to Vendor shall be borne by Owner. Vendor
shall pay the cost of transportation of the repaired or replacing Product to the
return destination designated by Owner. Defective or nonconforming Products or
parts which are replaced hereunder shall become Vendor's property. Vendor may
use either the same or functionally equivalent new, remanufactured,
reconditioned or refurbished Products or parts in the furnishing of repairs or
replacements under this Contract, provided that such Products satisfy the
Specifications.

                  18.2 [intentionally deleted]

                  18.3 [intentionally deleted]

                  18.4 [intentionally deleted]

                  18.5 [intentionally deleted]

                  18.6 Warranty Claim Procedures.

                  (a) If Owner claims a breach of any warranty, it shall notify
Vendor of the claimed breach within a reasonable time after its determination
that a breach has occurred.

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[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>

Owner shall allow Vendor to inspect the Equipment, Software, Services, or the
System, as the case may be, on-site in order to effect the necessary repairs.

                  (b) Vendor shall respond to such warranty claims for warranty
Services in accordance with its standard policies and procedures as is generally
available to Vendor's customers (e.g., Vendor's return and replace service for
wireless repair and return statements of work found in Vendor's
publications[*]).

                  18.7 Scope of Warranties. Unless otherwise stated herein, the
Warranties shall not apply to:

                           18.7.1 defective conditions or nonconformities to the
         extent resulting from the following, if not consistent with applicable
         Specifications: unauthorized Owner modifications, misuse, neglect,
         accident, abuse, improper wiring, repairing, splicing, alteration,
         installation, storage, maintenance or failure of Owner to apply
         previously applicable Vendor modifications or corrections;

                           18.7.2 any Equipment, Services or Software damaged by
         accident or disaster, including without limitation, fire, flood, wind,
         water, lightning or power failure other than to the extent that any
         such Equipment, Services or Software should in accordance with the
         Specifications be able to withstand any such events; or

                           18.7.3 non-integral items normally consumed in
         operation or which has a normal life inherently shorter than the
         Warranty Periods (e.g., fuses, lamps, magnetic tape); or

                           18.7.4 damages or defects resulting directly from
         third party equipment, provided that this shall in no event limit
         Vendor's obligations as to interoperability pursuant to the terms of
         this Contract;

                           18.7.5 Equipment which have had their serial numbers
         or months and year of manufacture removed or obliterated by Owner; or

                           18.7.6 failures or deficiencies in BTS performance or
         optimization resulting solely from changed environmental conditions or
         unauthorized changes to the System by Owner, or changes not consented
         to by Owner including, but not limited to, the growth of trees and
         other foliage, the erection of buildings, and interference from third
         party radio transmissions not otherwise engineered for by Vendor;

except when any such damage or defects are made, done or caused by Vendor or any
of its Subcontractors, their respective agents and employees.

                  18.8 Third Party Warranties. If Vendor purchases or
subcontracts for the manufacture of any part of an Expansion or the performance
of any of the Services to be provided hereunder from a third party, the
warranties given to Vendor by such third party

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[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>

shall inure, to the extent assigned to Owner pursuant to this Section 18 or
permitted by law, to the benefit of Owner, and Owner shall have the right, at
its sole discretion, to enforce such warranties directly and/or through Vendor.
The warranties of such third parties shall be in addition to and shall not,
unless otherwise expressly stated herein, be in lieu of any warranties given by
Vendor under this Contract.

                  18.9  [Intentionally omitted]

                  18.10 [Intentionally omitted]

                  18.11 Additional Sites. In the event that under the remedy
provisions of this Section 18 Vendor is required to provide additional MSC
and/or BTS's requiring additional Sites, Owner shall be responsible for all Site
Acquisition.

                  18.12 EXCLUSIVE REMEDIES. THE FOREGOING EQUIPMENT, SERVICES,
SOFTWARE AND EXPANSIONS WARRANTIES AND REMEDIES ARE EXCLUSIVE FOR THE PURPOSES
OF ANY BREACH BY VENDOR OF ANY SUCH WARRANTY AND ARE IN LIEU OF ALL OTHER
EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

                  SECTION 19. INSURANCE

                  19.1 Insurance. Vendor shall maintain insurance in accordance
with the provisions set forth in Exhibit C.

                  SECTION 20. INDEMNIFICATION AND LIMITATION OF LIABILITY

                  20.1 Indemnity. Each party agrees to indemnify, defend and
hold harmless the other party and its affiliates and their respective directors,
officers, employees, agents, successors and assigns, from Losses and threatened
Losses arising from, in connection with, or based on allegations of, any of the
following:

                  (a)      failure to observe or perform any duties or
         obligations to Subcontractors or any third parties within the
         reasonable contemplation of this Contract;

                  (b)      the death or bodily injury of any agent, employee,
         customer, business invitee or any other person caused by the
         negligence, willful misconduct or strict liability of such party, its
         subcontractor or its or their respective employees, contractors, agents
         or representatives; provided that, Owner shall have no liability for
         any act or omission of Vendor or any Subcontractor, and Vendor shall
         have no liability for any act or omission of Owner or any subcontractor
         of Owner that is not a Subcontractor of Vendor.

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                  (c)      the damage, loss or destruction of any real or
         tangible personal property caused by the negligence, willful misconduct
         or strict liability of such party, its subcontractor or its or their
         respective employees, contractors, agents or representatives; provided
         that, Owner shall have no liability for any act or omission of Vendor
         or any Subcontractor, and Vendor shall have no liability for any act or
         omission of Owner or any subcontractor of Owner that is not a
         Subcontractor of Vendor; or

                  (d)      any claim, demand, charge, action, cause of action or
         other proceeding asserted against the other party but arising out of or
         resulting from an act or omission of such party, its subcontractor or
         its or their respective employees, contractors, agents or
         representatives in its or their respective capacities as an employer;
         provided that, Owner shall have no liability for any act or omission of
         Vendor or any Subcontractor, and Vendor shall have no liability for any
         act or omission of Owner or any subcontractor of Owner that is not a
         Subcontractor of Vendor.

                  20.2 Claim for Losses. If a Claim is to be made by a party
entitled to indemnification hereunder, the party claiming such indemnification
shall give a Claim Notice as soon as practicable after the party entitled to
indemnification becomes aware of any fact, condition or event which may give
rise to Losses for which indemnification may be sought under this Contract,
provided, however, no delay on the part of the party seeking indemnification
shall relieve the party against whom indemnification is sought from any
obligation hereunder unless (and then solely to the extent) such party is
thereby materially prejudiced. If any lawsuit or enforcement action is filed
against any party entitled to the benefit of indemnity hereunder, written notice
thereof shall be given to the other party as promptly as practicable (and in any
event within fifteen (15) calendar days after the service of the citation or
summons). The indemnifying party shall be entitled, if it so elects, (i) to
defend such lawsuit or action, (ii) to employ and engage attorneys of its own
choice to handle and defend the same, at such party's cost, risk and expense,
and (iii) to compromise or settle such Claim, which compromise or settlement
shall be made only with the written consent of the party claiming such
indemnification (which may not be unreasonably withheld), unless such compromise
or settlement includes an unconditional release of any and all claims against
the party claiming such indemnification in which event such written consent
shall not be required. If the party against whom indemnification is sought fails
to assume the defense of such Claim within fifteen (15) calendar days after
receipt of the Claim Notice, the party claiming such indemnification against
which such Claim has been asserted will (upon delivering notice to such effect)
have the right to undertake, at the other party's expense, the defense,
compromise or settlement of such Claim on behalf of and for the account and risk
of the party against whom indemnification is sought. In the event the party
claiming such indemnification assumes the defense of the Claim, such party will
keep the other party reasonably informed of the progress of any such defense,
compromise or settlement. The indemnifying party shall be liable for any
settlement of any action effected pursuant to and in accordance with this
Contract and for any final judgment (subject to any right of

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appeal), and such party agrees to indemnify and hold harmless the party claiming
indemnification from and against any Losses by reason of such settlement or
judgment.

                  20.3 Limitation On Vendor's Liability. THE ENTIRE LIABILITY OF
VENDOR FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF OWNER OR ANY OTHER PERSON OR
ENTITY ARISING OUT OF THIS CONTRACT, OR THE USE OR PERFORMANCE OF ANY PRODUCT OR
SERVICE, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT OR TORT,
INCLUDING NEGLIGENCE, INDEMNITY OR STRICT LIABILITY, SHALL BE EXPRESSLY SET
FORTH HEREIN AND AS FOLLOWS:

         1.       FOR INFRINGEMENT, THE REMEDIES SET FORTH IN SECTIONS 15, WHICH
                  SHALL BE LIMITED TO AN AMOUNT EQUAL TO [***] OF THE AGGREGATE
                  AMOUNT OF ALL PURCHASE ORDERS ISSUED UNDER THIS CONTRACT;

         2.       FOR THE NON-PERFORMANCE OF PRODUCTS OR SERVICES DURING THE
                  WARRANTY PERIOD, THE REMEDIES SET FORTH IN THE APPLICABLE
                  CLAUSE OF SECTION 18;

         3.       [intentionally deleted]

         4.       EXCEPT AS PROVIDED IN PARAGRAPH 5 BELOW, FOR EVERYTHING OTHER
                  THAN AS SET FORTH ABOVE, VENDOR'S TOTAL LIABILITY TO OWNER,
                  WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY,
                  NEGLIGENCE AND STRICT LIABILITY) SHALL BE LIMITED TO AN AMOUNT
                  EQUAL TO [***]OF THE AGGREGATE AMOUNT OF ALL PURCHASE ORDERS
                  ISSUED UNDER THIS CONTRACT.

         5.       THE LIMITATION SET FORTH IN PARAGRAPH 4 ABOVE SHALL NOT APPLY
                  WITH RESPECT TO (i) CLAIMS OF BREACH OF CONFIDENTIALITY, (ii)
                  CLAIMS SUBJECT TO INDEMNIFICATION PURSUANT TO SUBSECTION 20.1
                  ABOVE, OR (iii) FAILURE TO COMPLY WITH APPLICABLE LAWS.

                  20.4 Limitation On Owner's Liability. THE ENTIRE LIABILITY OF
OWNER FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF VENDOR OR ANY OTHER PERSON OR
ENTITY ARISING OUT OF THIS CONTRACT, WHETHER IN AN ACTION FOR OR ARISING OUT OF
BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, INDEMNITY OR STRICT LIABILITY,
SHALL BE EXPRESSLY SET FORTH HEREIN AND AS FOLLOWS

         1.       EXCEPT AS PROVIDED IN PARAGRAPH 2 BELOW, THE ENTIRE LIABILITY
                  OF OWNER FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF VENDOR OR
                  ANY OTHER PERSON OR ENTITY

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document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>

                  ARISING OUT OF THIS CONTRACT, WHETHER IN AN ACTION FOR OR
                  ARISING OUT OF BREACH OF CONTRACT OR TORT, INCLUDING
                  NEGLIGENCE, INDEMNITY OR STRICT LIABILITY, SHALL NOT EXCEED AN
                  AGGREGATE OF [***].

         2.       THE LIMITATION SET FORTH IN PARAGRAPH 1 ABOVE SHALL NOT APPLY
                  WITH RESPECT TO (i) CLAIMS OF BREACH OF CONFIDENTIALITY; (ii)
                  OBLIGATIONS UNDER SECTION 13 BY OWNER; (iii) CLAIMS SUBJECT TO
                  INDEMNIFICATION PURSUANT TO SUBSECTION 20.1 ABOVE; (iv)
                  FAILURE TO COMPLY WITH APPLICABLE LAWS; OR (v) PAYMENT
                  OBLIGATIONS UNDER SECTIONS 2.1 AND 5.3 UNDER THIS CONTRACT.

                  20.5 NOTWITHSTANDING ANY OTHER PROVISION OF THIS CONTRACT,
NEITHER PARTY, NOR THEIR AFFILIATES NOR THEIR EMPLOYEES, DIRECTORS, OFFICERS AND
SUPPLIERS SHALL BE LIABLE FOR THE OTHER PARTY'S INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS
CONTRACT OR THE USE OR PERFORMANCE OF ANY PRODUCTS OR SERVICES, EXCEPT EITHER
PARTY'S OBLIGATIONS RELATING TO CONFIDENTIALITY AND OWNER'S (OR AFFILIATE'S OR
RELATED OPERATOR'S) BREACH OF VENDOR'S SOFTWARE LICENSE AS SPECIFIED IN SECTION
13. THIS CLAUSE SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY.

                  SECTION 21. REPRESENTATIONS AND WARRANTIES

                  21.1 Representations and Warranties of the Parties. The
         parties hereby represent and warrant as follows:

                  21.1.1 Due Organization. Each party represents and warrants to
         the other party that the representing party is a corporation duly
         incorporated, validly existing and in good standing under the laws of
         the State of Delaware and has all requisite corporate power and
         authority to own and operate its business and properties and to carry
         on its business as such business is now being conducted and is duly
         qualified to do business in all jurisdictions in which the transaction
         of its business in connection with the performance of its obligations
         under this Contract makes such qualification necessary or required,
         except where such failure to do so, individually or in the aggregate,
         could not reasonably be expected to result in a material adverse
         effect.

                  21.1.2 Due Authorization; Binding Obligation. Each party
         represents and warrants to the other party that the representing party
         has full corporate power and authority to execute and deliver this
         Contract and to perform its obligations

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document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

<PAGE>

hereunder, and the execution, delivery and performance of this Contract by the
representing party have been duly authorized by all necessary corporate action
on the part of the party; this Contract has been duly executed and delivered by
such party and is the valid and binding obligation of the party enforceable in
accordance with its terms, except as enforcement thereof may be limited by or
with respect to the following: (i) applicable insolvency, moratorium,
bankruptcy, fraudulent conveyance and other similar laws of general application
relating to or affecting the rights and remedies of creditors; (ii) application
of equitable principles (whether enforcement is sought in proceedings in equity
or at law); and (iii) provided the remedy of specific enforcement or of
injunctive relief is subject to the discretion of the court before which any
proceeding therefore may be brought.

                  21.1.3 Non-Contravention. Each party represents and warrants
         to the other party that the execution, delivery and performance of this
         Contract by the representing party and the consummation of the
         transactions contemplated hereby will not contravene its certificate of
         incorporation or by-laws and will not conflict with or result in (i) a
         breach of or default under any material indenture, mortgage, lease,
         agreement, instrument, judgment, decree, order or ruling applicable to
         it or by which it or any of its properties is bound or affected, or
         (ii) a breach by the representing party of any Applicable Law.

                  21.1.4 Regulatory Approvals. Vendor represents and warrants to
         Owner that all authorizations by, approvals or orders by, consents of,
         notices to, filings with or other acts by or in respect of any
         Governmental Entity or any other Person required in connection with the
         execution, delivery and performance of this Contract by Vendor have
         been obtained or shall be obtained in due course.

                  21.1.5 Non-Infringement. Vendor represents and warrants to
         Owner that to the best of Vendor's knowledge after reasonable
         investigation, as of the Amended and Restated Effective Date there are
         no actual claims or threatened or actual suits in connection with
         patents or other Intellectual Property Rights that could materially
         adversely affect it's Vendor's ability to perform its obligations under
         this Contract.

                  21.1.6 Requisite Knowledge. Vendor represents and warrants to
         Owner that that Vendor has all requisite knowledge, know-how, skill,
         expertise and experience to satisfy its obligations in accordance with
         the terms of this Contract.

                  21.1.7 Financial Capacity. Vendor represents and warrants to
         Owner that Vendor has the financial, management and manufacturing
         capacity and capabilities to satisfy its obligations in a timely manner
         in accordance with the terms of this Contract.

                  21.1.8 Products Not For Resale. During the Term, Owner
         represents, warrants and agrees that it will purchase/license Products
         and/or Services for its own internal use and not for resale.

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                  SECTION 22. TITLE AND RISK OF LOSS

                  22.1 Title. Title and risk of loss for ordered hardware shall
pass from Vendor to Owner upon delivery to the carrier. Owner and each Affiliate
and Related Operator consent without qualification to the sale of receivables by
Vendor and permit the disclosure of this Contract and Exhibits, but not the
Previous Agreement, to the purchaser of the receivables as necessary to
facilitate such sale; provided, however, that (a) Vendor shall cause such
purchaser to be covered by a commercially reasonable confidentiality agreement
with Vendor if Vendor provides this Contract to any such purchaser; (b) Vendor
shall cause such purchaser to take the assignment subject to the claims and
defenses that Owner has or that hereafter arise against Vendor under this
Contract; and (c) such assignments shall not impair in any manner Owner's rights
and defenses against Vendor under this Contract. Vendor shall give written
notice to Owner of all such sales of receivables and shall not grant or attempt
to grant the purchaser thereof any additional rights against Owner than Vendor
had at the time of assignment.

                  SECTION 23. DISPUTE RESOLUTION

                  23.1 Dispute Resolution. In the event any controversy, claim,
dispute, difference or misunderstanding between Owner and Vendor arises out of
or relates to this Contract, any term or condition hereof, any of the Work to be
performed hereunder or in connection herewith, each party shall designate
managers to meet and negotiate in good faith in an attempt to amicably resolve
such controversy, claim, dispute, difference or misunderstanding in writing.
Such managers shall meet for this purpose within ten (10) Business Days, or such
other time period mutually agreed to by the parties, after written notice from
either party. If the parties are unable to resolve the controversy, claim,
dispute, difference or misunderstanding through good faith negotiations within
ten (10) Business Days after such meeting or meetings, each party shall, within
five (5) Business Days after the expiration of such ten (10) Business Day
period, prepare a written position statement which summarizes the unresolved
issues and such party's proposed resolution. Such position statement shall be
delivered by Vendor to Owner's Chief Executive Officer and by Owner to Vendor's
corresponding officer or representative for resolution within (5) Business Days,
or such other time period mutually agreed to by the parties.

                  23.2 Tolling. All applicable statutes of limitation shall be
tolled to the extent permitted by Applicable Law while the dispute resolution
procedures specified in this Section are pending, and nothing herein shall be
deemed to bar any party from taking such action as the party may reasonably deem
to be required to effectuate such tolling.

                  SECTION 24. TERMINATION AND EVENTS OF DEFAULT

                  24.1 Termination Without Cause. Owner may, at its sole option,
terminate this Contract, in its entirety, for convenience [***] prior written
notice at

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document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
<PAGE>

any time. Any Purchase Orders issued prior to any such termination above shall
remain in effect and shall be fulfilled to the extent that such orders are
outstanding as of the date of such termination.

                  24.2 Termination for Cause. Owner shall have the right to
terminate this Contract in its entirety (except as otherwise set forth in clause
(g) below) without any penalty or payment obligation, except as provided in
subsection 24.5 below, upon the occurrence of any of the events of default (each
a "Vendor Event of Default") as set forth below:

                  (a) Vendor (i) files a voluntary petition in bankruptcy or has
         an involuntary petition in bankruptcy filed against it that is not
         dismissed within sixty (60) days of such involuntary filing, (ii)
         admits the material allegations of any petition in bankruptcy filed
         against it, (iii) is adjudged bankrupt, (iv) is unable generally to pay
         its debts as they mature, (v) makes a general assignment for the
         benefit of its creditors, or if a receiver is appointed for all or a
         substantial portion of its assets and is not discharged within sixty
         (60) days after his appointment, or (vi) Vendor commences any
         proceeding for relief from its creditors in any court under any state
         insolvency statutes; or

                  (b) Vendor disregards or violates any Applicable Laws or
         Applicable Permits which has a material adverse effect on the business,
         financial condition or operations of Owner ("Material Adverse Effect");
         or

                  (c) Vendor allows material Defects and Deficiencies to exist;
         or

                  (d) Vendor fails to fulfill its obligations with respect to
         the satisfaction, discharge or bonding of liens as set forth herein; or

                  (e) Vendor abandons or ceases for a period in excess of thirty
         (30) days its performance of the Work (except as a result of Force
         Majeure or a casualty which is fully covered by insurance or as to
         which other provisions reasonably acceptable to Owner are being
         diligently pursued); or

                  (f) Vendor assigns or subcontracts Work other than as provided
         for in this Contract which has a Material Adverse Effect; or

                  (g) if an event of Force Majeure prevents Vendor from
         performing its obligations under this Contract for a period [***],
         Owner may, upon prior written notice to Vendor, terminate this Contract
         in accordance with the Force Majeure provisions above; or

                  (h) Vendor otherwise materially breaches any provision of this
         Contract.

                  24.3 Remedies.

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[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
<PAGE>

                  (a) If any of Vendor Events of Default exists, Owner may, in
         addition to and without prejudice to any other rights or remedies of
         Owner in this Contract or at law or in equity, terminate this Contract
         upon written notice to Vendor; provided, however, that Owner shall have
         first provided to Vendor the following periods of notice and
         opportunity to cure:

                           (i) in the case of a Vendor Event of Default
                  specified in the foregoing clauses (a) or (b), no notice or
                  opportunity to cure shall be required from Owner; and

                           (ii) in the case of any other Vendor Event of
                  Default, Owner shall have provided thirty (30) days' prior
                  written notice, and Vendor shall have failed (i) to commence
                  to cure the default within five (5) Business Days of delivery
                  of such notice, and (ii) to diligently pursue such cure and
                  remedy the breach entirely.

                  (b) If Owner elects to terminate this Contract, Owner may, in
         addition to and without prejudice to any other rights or remedies of
         Owner in this Contract or of law or in equity, direct that Vendor
         assign its Subcontractor agreements to Owner without any change of
         price or conditions therein or penalty or payment therefor.

                  (c) In the event of any termination of this Contract by Owner
         in connection with a Vendor Event of Default, Owner shall have no
         liability to Vendor for any future purchases or commitments.

                  24.4 Discontinuance of Work. Upon such notification of
termination, Vendor shall immediately discontinue all of the Work (unless such
notice of termination directs otherwise), and, as more fully set forth in
subsection 24.3(b), deliver to Owner copies of all data, drawings,
specifications, reports, estimates, summaries, and such other information, and
materials as may have been accumulated by Vendor in performing the Work, whether
completed or in process, which Vendor would otherwise have been required to
deliver to Owner pursuant to this Contract but for the breach. Furthermore,
Vendor shall assign, assemble and deliver to Owner all purchase orders and
Subcontractor agreements requested by Owner.

                  24.5 Payments. If Owner terminates this Contract pursuant to
subsection 24.2, Vendor shall be entitled to receive payment for Work performed
as of the date of termination under this Contract and not subject to dispute
prior to such termination (provided that any such disputed amounts shall be paid
by Owner when and if such dispute is in fact resolved), excluding payments for
any Product or Services ordered, but not yet provided by Vendor. In the event of
such termination, Vendor shall not be required to deliver such Products or
perform such Services.

                  24.6 Continuing Obligations. Termination of this Contract for
any reason (i) shall not relieve either party of its obligations with respect to
the confidentiality of the Proprietary Information as set forth in subsection
26.18, (ii) shall not relieve either party of

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any obligation which applies to it and which expressly or by implication
survives termination, and (iii) except as otherwise provided in any provision of
this Contract expressly limiting the liability of either party, shall not
relieve either party of any obligations or liabilities for loss or damage to the
other party arising out of or caused by acts or omissions of such party prior to
the effectiveness of such termination or arising out of its obligations as to
portions of the Work already performed or of obligations assumed by Vendor prior
to the date of such termination.

                  24.7 Vendor's Right to Terminate. In addition to and without
prejudice to any other rights or remedies of the Vendor in this Contract or at
law or in equity, Vendor shall have the option to terminate this Contract
without any penalty or payment obligations, other than undisputed payment
obligations outstanding as of the date of any such termination pursuant to the
terms of this Contract if:

                  (a) Owner (i) files a voluntary petition in bankruptcy or has
         an involuntary petition in bankruptcy filed against it that is not
         dismissed within sixty (60) days of such involuntary filing, (ii)
         admits the material allegations of any petition in bankruptcy filed
         against it, (iii) is adjudged bankrupt, (iv) makes a general assignment
         for the benefit of its creditors, or if a receiver is appointed for all
         or a substantial portion of its assets and is not discharged within
         sixty (60) days after his appointment, or (v) commences any proceeding
         for relief from its creditors in any court under any state insolvency
         statutes, and any such filing, proceeding, adjudication or assignment
         as described herein above shall otherwise materially impair Owner's
         ability to perform its obligations under this Contract; or

                  (b) Owner fails to make payments of undisputed amounts due to
         Vendor pursuant to the terms of this Contract which are more than sixty
         (60) days overdue, provided that such failure has continued for at
         least thirty (30) days after Vendor has notified Owner of its right and
         intent to so terminate on account of such overdue amount; or

                  (c) Owner materially breaches any provision of this Contract
         other than a breach to which Section 24.7(b) is applicable, and after
         Vendor having provided thirty (30) days' prior written notice, Owner
         shall have failed (i) to commence to cure the default within five (5)
         Business Days of delivery of such notice, and (ii) to diligently pursue
         such cure and remedy the breach entirely.

                  24.8 Special Termination Events. If at any time after the
Amended and Restated Effective Date any material change shall have occurred in
any Applicable Law or in the interpretation thereof by any Governmental Entity,
or there shall be rendered any decision in any judicial or administrative case
or proceeding, in either case which, in the reasonable opinion of Owner would
make Owner's use of any part of an Expansion illegal or would subject Owner or
any of its Affiliates to any material penalty, other material liability or
onerous condition or to any burdensome regulation by any Governmental Entity or
otherwise render the use of such Expansion economically nonviable, then, with
respect to such Expansion, or affected part thereof, or with respect to all
Expansions if so affected,

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Owner may terminate this Contract without charge or penalty of any kind;
provided that (i) Owner gives Vendor prior written notice of any such change or
decision and (ii) that Owner uses its reasonable efforts for a reasonable time
to reverse or ameliorate such change or decision to the extent possible or
practical prior to declaring such termination. In the event of a termination
pursuant to this subsection, payment obligations incurred by Owner for Work
actually done or Products or Services actually delivered by Vendor prior to such
termination pursuant to this Contract shall be payable by Owner to Vendor on the
same terms and subject to the limitations set forth in subsection 24.8(a) above.

                  SECTION 25. SUSPENSION

                  25.1 Owner's Right to Suspend Work. Owner may at any time
issue a Change Order to Vendor to suspend all or any part of the Work for such
period of time as Owner may reasonably determine to be appropriate. Any such
Change Order shall be handled in accordance with the provisions of Section 11
hereof.

                  SECTION 26. MISCELLANEOUS

                  26.1 Amendments. The terms and conditions of this Contract may
only be amended by mutually agreed contract amendments. Each amendment shall be
in writing and shall identify the provisions to be changed and the changes to be
made. Contract amendments shall be signed by duly authorized representatives of
each of Vendor and Owner.

                  26.2 Owner Liabilities. Vendor understands and agrees that no
third party shall guarantee or otherwise be in any way liable with respect to
any obligations or liabilities of Owner or any of its affiliates pursuant to
this Contract.

                  26.3 Offset. Vendor hereby waives any right of offset of
amounts owed by Owner to Vendor pursuant to the terms of this Contract.

                  26.4 Assignment. Neither this Contract nor any portion hereof
may be assigned by either party without the express prior written consent of the
other party. [***]

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document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
<PAGE>
[***] The foregoing rights and obligations are in addition to those set forth
elsewhere in this Contract. Any attempted assignment in violation of the terms
of this Contract shall be null and void. Subject to the foregoing, this Contract
shall bind and inure to the benefit of the parties to this Contract, their
successors and permitted assigns.

                  26.5 Notices. Except as otherwise expressly stated herein, all
notices, requests, demands and other communications which are required or may be
given under this Contract shall be in writing and shall be deemed to have been
duly given when received if personally delivered; when transmitted if
transmitted by telecopy, electronic or digital transmission method; the day
after it is sent, if sent for next day delivery to a domestic address by
recognized overnight delivery service; and three (3 ) days after sending, if
sent by certified or registered mail, postage prepaid, return receipt requested.
All notices shall be addressed as follows:

                  If to Owner:

                           Cricket Communications, Inc.
                           10307 Pacific Center Court
                           San Diego, California 92121
                           Attention: Chief Executive Officer

                           With a copy to:
                           Sr. Vice President, General Counsel
                           10307 Pacific Center Court
                           San Diego, California 92121

                           Telephone: (858) 882-6000
                           Facsimile: (858) 882-6080

                  If to Vendor:

                           Nortel Networks Inc.
                           [***]

By written notice provided pursuant to this subsection, either party may change
its designated addressee for purposes of giving notices under this Contract.

                  26.6 Governing Law. This Contract is governed by the laws of
the State of California, without regard to principles of conflict of laws. This
Contract shall be deemed to be made and executed in the State of California.

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           Nortel Networks and Cricket Communications Proprietary and
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[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
<PAGE>

                  26.7 Remedies. Subject only to the limitations on liability
contained in Section 20, each party shall be entitled to pursue any and all
rights and remedies that are available at law or in equity.

                  26.8 Consent to Jurisdiction. Each party to this Contract, by
its execution hereof, (i) hereby irrevocably submits to the exclusive
jurisdiction of the United States District Court located in the Southern
District of California or the state courts of the State of California located in
San Diego, California for the purpose of any action, claim, cause of action or
suit (in contract, tort or otherwise), inquiry, proceeding or investigation
arising out of or based upon this Contract or relating to the subject matter
hereof, (ii) hereby waives, to the extent not prohibited by applicable law, and
agrees not to assert, by way of motion, as a defense or otherwise, in any such
action, any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or
execution, that-any such proceeding brought in one of the above-named courts is
improper, or that this Contract or the subject matter hereof may not be enforced
in or by such court, and (iii) hereby agrees not to commence any action, claim,
cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or
investigation arising out of or based upon this Contract or relating to the
subject matter hereof other than before one of the above-named courts nor to
make any motion or take any other action seeking or intending to cause the
transfer or removal of any such action, claim, cause of action or suit (in
contract, tort or otherwise), inquiry, proceeding or investigation to any court
other than one of the above-named courts whether on the grounds of inconvenient
forum or otherwise. Each party hereby consents to service of process in any such
proceeding in any manner permitted by California law, and agrees that service of
process by registered or certified mail, return receipt requested, at its
address specified herein.

                  26.9 Compliance with Law. Owner and Vendor shall (a) comply
with all Applicable Laws in the performance of this Contract, including, without
limitation, the all applicable export and import laws and regulations, the laws
and regulations of the United States Department of Commerce, State Department
and the Federal Communications Commission and any other applicable agency or
department.

                  26.10 Headings. The headings given to the Sections and
subsections herein are inserted only for convenience and are in no way to be
construed as part of this Contract or as a limitation of the scope of the
particular Section or subsection to which the title refers.

                  26.11 Severability. Whenever possible, each provision of this
Contract shall be interpreted in such a manner as to be effective and valid
under such applicable law, but, if any provision of this Contract shall be held
to be prohibited or invalid in any jurisdiction, the remaining provisions of
this Contract shall remain in full force and effect and such prohibited or
invalid provision shall remain in effect in any jurisdiction in which it is not
prohibited or invalid.

                  26.12 Waiver. Unless otherwise specifically provided by the
terms of this Contract, no delay or failure to exercise a right resulting from
any breach of this Contract

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<PAGE>

shall impair such right or shall be construed to be a waiver thereof, but such
right may be exercised from time to time as may be deemed expedient. If any
representation, warranty or covenant contained in this Contract is breached by
either party and thereafter waived by the other party, such waiver shall be
limited to the particular breach so waived and not be deemed to waive any other
breach under this Contract.

                  26.13 Public Statements and Advertising.

                  (a) Neither party shall issue any public statement (or any
private statement unless required in the performance of the Work) relating to or
in any way disclosing any aspect of the Work or any Expansion including the
scope, the specific terms of this Contract, extent or value of the Work or any
Expansion. Express written consent of the other party is required prior to the
invitation of or permission to any reporter or journalist to enter upon the
Expansion or any part thereof. Vendor agrees not to use for publicity purposes
any photographs, drawings and/or materials describing any Expansion without
obtaining the prior written consent of Owner, which consent shall not be
unreasonably withheld. Owner agrees not to use for publicity purposes any
photographs, drawings and/or materials describing Vendor's products and services
without obtaining the prior written consent of Vendor, which consent shall not
be unreasonably withheld. This subsection shall not prohibit the provision of
necessary information to prospective Subcontractors and Vendor's or Owner's
personnel, agents or consultants or other disclosures which are required by
Applicable Law, including without limitation federal and state securities laws
and regulations; provided that, in such event each party shall notify the other
party of any such impending disclosure and allow the other party to request
redactions prior to such disclosure. All other such public disclosures by a
party require the written consent of the other party.

                  (b) Each party shall submit to the other proposed copies of
all advertising (other than public statements or press releases) wherein the
name, trademark or service mark of the other party or its affiliates is
mentioned; and neither party shall publish or use such advertising without the
other party's prior written approval. Such approval shall be granted as promptly
as possible and shall not be unreasonably withheld. The parties acknowledge that
the obtaining of prior written approval for each such use pursuant to this
subsection may be an administrative burden. At the request of either party,
Owner and Vendor shall establish mutually acceptable guidelines for the uses
specified therein. Such guidelines shall be subject to change from time to time
at the reasonable request of either party.

                  26.14 Records and Communications. Procedures for keeping and
distributing orderly and complete records of the Work and its progress are
stated in the Exhibits. The procedures so established shall be followed
throughout the course of the Work unless Owner and Vendor mutually agree in
advance in writing to revise the procedures. Procedures for communications among
Owner and Vendor are stated in the Exhibits. The procedures so established shall
be followed throughout the course of the Work unless Owner and Vendor mutually
agree in advance and in writing to revise such procedure.

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                  26.15 Ownership of Specifications. The Specifications shall
constitute the Proprietary Information of each party to the extent of each
party's contribution to the Specifications. Neither party shall use those parts
of the Specifications contributed by the other party or any part of the
Proprietary Information of the other party for any purpose other than fulfilling
or exercising their respective rights or obligations under this Contract.

                  26.16 Financing Requirements. Vendor acknowledges that the
attainment of financing for construction of the Expansion may be subject to
conditions that are customary and appropriate for the providers of such
financing. Therefore, Vendor agrees to promptly consider any reasonable
amendment to or modification or assignment of this Contract required by such
providers (including, without limitation, any pertinent industrial development
authority or other similar governmental agency issuing bonds for financing of
the Expansion) which do not materially modify the scope of Vendor's Work in
order to obtain such financing. In the event that any such amendment or
modification materially increases Vendor's risk or costs hereunder, Owner and
Vendor shall negotiate in good faith to adjust pricing matters, and to equitably
adjust such other provisions of this Contract, if any, which may be affected
thereby, to the extent necessary to reflect such increased risk or costs. In no
event shall Vendor be required to accept any modification or amendment pursuant
to this subsection provided it has a commercially reasonable basis for such
refusal.

                  26.17 Owner Review, Comment and Approval. To the extent that
various provisions of this Contract provide for Owner's review, comment,
inspection, evaluation, recommendation or approval, Owner may at its option do
so in conjunction and/or consultation with Vendor. To the extent that this
Contract requires Owner to submit, furnish, provide or deliver to Vendor any
report, notice, Change Order, request or other items, Owner may at its option
and upon written notice to Vendor designate a representative to submit, furnish,
provide or deliver such items as Owner's agent therefor. To the extent that
various provisions of this Contract provide that Owner may order, direct or make
requests with respect to performance of the Work or is provided access to the
Expansion sites or any other site, Owner may at its option and upon written
notice to Vendor authorize a representative to act as Owner's agent therefor.
Upon receipt of such notice, Vendor shall be entitled to rely upon such
authorization until a superseding written notice from Owner is received by
Vendor.

                  26.18 Confidentiality.

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<PAGE>

                  (a) All information which is identified as proprietary or
confidential by the disclosing party, including without limitation all oral and
written information (including, but not limited to, determinations or reports by
arbitrators pursuant to the terms of this Contract), disclosed to the other
party is deemed to be confidential, restricted and proprietary to the disclosing
party (hereinafter referred to as "Proprietary Information"). Each party agrees
to use the Proprietary Information received from the other party only for the
purpose of this Contract. Except as specified in this Contract, no other rights,
and particularly licenses, to trademarks, inventions, copyrights, patents, or
any other intellectual property rights are implied or granted under this
Contract or by the conveying of Proprietary Information between the parties.
Proprietary Information supplied is not to be reproduced in any form except as
required to accomplish the intent of, and in accordance with the terms of, this
Contract. The receiving party shall provide the same care to avoid disclosure or
unauthorized use of Proprietary Information as it provides to protect its own
similar proprietary information but in no event shall the receiving party fail
to use reasonable care under the circumstances to avoid disclosure or
unauthorized use of Proprietary Information. All Proprietary Information shall
be retained by the receiving party in a secure place with access limited to only
such of the receiving party's employees, subcontractors or agents who need to
know such information for purposes of this Contract and to such third parties as
the disclosing party has consented to by prior written approval. All Proprietary
Information, unless otherwise specified in writing (i) remains the property of
the disclosing party, (ii) shall be used by the receiving party only for the
purpose for which it was intended, and (iii) such Proprietary Information,
including all copies of such information, shall be returned to the disclosing
party or destroyed after the receiving party's need for it has expired or upon
request of the disclosing party, and, in any event, upon termination of this
Contract. At the request of the disclosing party, the receiving party shall
furnish a certificate of an officer of the receiving party certifying that
Proprietary Information not returned to disclosing party has been destroyed. For
the purposes hereof, Proprietary Information does not include information which:

                  (i)      is published or is otherwise in the public domain
                           through no fault of the receiving party at the time
                           of any claimed disclosure or unauthorized use by the
                           receiving party;

                  (ii)     prior to disclosure pursuant to this Contract is
                           properly within the legitimate possession of the
                           receiving party as evidenced by reasonable
                           documentation to the extent applicable;

                  (iii)    subsequent to disclosure pursuant to this Contract is
                           lawfully received from a third party having rights in
                           the information without restriction of the third
                           party's right to disseminate the information and
                           without notice of any restriction against its further
                           disclosure;

                  (iv)     is independently developed by the receiving party or
                           is otherwise received through parties who have not
                           had, either directly or indirectly, access to or
                           knowledge of such Proprietary Information;

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<PAGE>

                  (v)    is transmitted to the receiving party after the
                         disclosing party has received written notice from the
                         receiving party after termination or expiration of this
                         Contract that it does not desire to receive further
                         Proprietary Information;

                  (vi)   is obligated to be produced under order of a court of
                         competent jurisdiction or other similar requirement of
                         a Governmental Entity, so long as the party required to
                         disclose the information provides the other party with
                         prior notice of such order or requirement and its
                         cooperation to the extent reasonable in preserving its
                         confidentiality; or

                  (vii)  the disclosing party agrees in writing is free of such
                         restrictions.

                  (b)    Because damages may be difficult to ascertain, the
parties agree, without limiting any other rights and remedies specified herein,
an injunction may be sought against the party who has breached or threatened to
breach this subsection. Each party represents and warrants that it has the right
to disclose all Proprietary Information which it has disclosed to the other
party pursuant to this Contract, and each party agrees to indemnify and hold
harmless the other from all claims by a third party related to the wrongful
disclosure of such third party's proprietary information.

                  26.19 Entirety of Contract; No Oral Change. This Contract and
the Exhibits and Schedules referenced herein constitute the entire contract
between the parties with respect to the subject matter hereof, and supersede all
proposals, oral or written, all previous negotiations, and all other
communications between the parties with respect to the subject matter hereof,
provided, however, that the Previous Agreement shall continue to govern
purchases of all products and services ordered under the Previous Agreement
prior to the Amended and Restated Effective Date. No modifications, alterations
or waivers of any provisions herein contained shall be binding on the parties
hereto unless evidenced in writing signed by duly authorized representatives of
both parties as set forth in this Contract.

                  26.20 Relationship of the Parties. Nothing in this Contract
shall be deemed to constitute either party a partner, agent or legal
representative of the other party, or to create any fiduciary relationship
between the parties. Vendor is and shall remain an independent contractor in the
performance of this Contract, maintaining complete control of its personnel,
workers, Subcontractors and operations required for performance of the Work.
This Contract shall not be construed to create any relationship, contractual or
otherwise, between Owner and any Subcontractor, except to establish Owner as a
third party beneficiary of Vendor's contacts with Subcontractors as provided
herein.

                  26.21 Discretion. Notwithstanding anything contained herein to
the contrary, to the extent that various provisions of this Contract call for an
exercise of discretion in making decisions or granting approvals or consents,
the parties shall be required to exercise such discretion, decision or approvals
and in good faith.

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                  26.22 Non-Recourse. No past, present or future limited or
general partner in or of Owner, no parent or other affiliate of any company
comprising Owner, and no officer, employee, servant, executive, director, agent
or authorized representative of any of them (each, an "Operative") shall be
liable by virtue of the direct or indirect ownership interest of such Operative
in Owner for payments due under this Contract or for the performance of any
obligation, or breach of any representation or warranty made by Owner hereunder.
The sole recourse of Vendor for satisfaction of the obligations of Owner under
this Contract shall be against Owner and Owner's assets and not against any
Operative or any assets or property of any such Operative. In the event that a
default occurs in connection with such obligations, no action shall be brought
against any such Operative by virtue of its direct or indirect ownership
interest in Owner.

                  26.23 Improvements, Inventions and Innovations. All rights in
any improvements, inventions, and innovations made solely by Owner shall vest in
Owner, and Owner and its affiliates shall have the right to exploit such
improvements, inventions, and innovations. All rights in any improvements,
inventions and innovations made solely by Vendor shall vest in Vendor, and
Vendor and its affiliates shall have the right to exploit such improvements,
inventions and innovations. All rights in any improvements, inventions and
innovations made by the substantial contribution of both parties ("Joint
Information") shall vest jointly in both parties. Joint Information does not
include any underlying information owned by one of the parties prior to
commencement of such joint activities or developed beyond the scope of such
joint activities, including Products and Product information, technical
information or inventions developed prior to the commencement of any joint
activities, developed outside of the scope of such joint activities or developed
solely by either party. The rights of joint ownership to such Joint Information
shall be rights of full non-exclusive worldwide ownership, including rights to
license and transfer. Each party may exploit its rights to the Joint Information
independent of the other and may retain all economic benefits thereof, neither
party shall have any obligation to account to the other for profits derived from
the Joint Information and each party shall have full rights to enforce the Joint
Information intellectual property rights against non-authorized users.

                  26.24 Attachments and Incorporations. All Schedules and
Exhibits attached hereto, are hereby incorporated by reference herein and made a
part of this Contract with the same force and effect as though set forth in
their entirety herein.

                  26.25 Conflicts. In the event of any conflict or inconsistency
among the provisions of this Contract and the documents attached hereto and
incorporated herein, such conflict or inconsistency shall be resolved by giving
precedence to this Contract and thereafter to the Exhibits, Schedules and
Specifications.

                  26.26 References to Certain Sources. Reference to standard
specifications, manuals or codes of any technical society, organization or
association or to the laws or regulations of any Governmental Entity, whether
such reference is specific or by implication, by this Contract, means the latest
standard specification, manual, code, laws or regulations in effect at the time
of such reference, except as may be otherwise specifically agreed to by Owner.
However, no provision of any reference, standard, specification,

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<PAGE>

manual or code (whether or not specifically incorporated by reference in this
Contract) shall be effective to change the duties and responsibilities of Owner
or Vendor from those set forth in this Contract; provided that nothing contained
in this Contract shall require Owner or Vendor to violate then existing and
enforceable Applicable Laws.

                  26.27 Counterparts. This Contract may be executed by one or
more of the parties to this Contract on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.

                  26.28 Cooperation. Vendor acknowledges that Owner may have one
or more third party vendors, contractors and other personnel engaged to provide
work, equipment or services to Owner in connection with or related to this
Contract. Vendor agrees to reasonably communicate and cooperate with such third
parties at all times and, at the request of Owner, coordinate Vendor's and
Vendor's Subcontractors' activities hereunder with the activities of such third
parties.

                  26.29 Survival. Notwithstanding any expiration or termination
of this Contract, the provisions of Sections 2.8, 12, 13, 14, 15, 18, 20 and
26.18 shall continue in full force and effect.

                  OWNER AND VENDOR HAVE READ THIS CONTRACT INCLUDING ALL
SCHEDULES AND EXHIBITS HERETO AND AGREE TO BE BOUND BY ALL THE TERMS AND
CONDITIONS HEREOF AND THEREOF.

                  IN WITNESS WHEREOF, the parties have executed this Contract as
of the date first above written.

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VENDOR:

NORTEL NETWORKS INC.,
a Delaware corporation

By: /s/  Walt Magura
    ----------------
Name: Walt Magura
Title: RVP Western Region
Address: 2221 Lakeside Blvd, Richardson, Tx 75082
Date: 01/07/03

OWNER:

CRICKET COMMUNICATIONS, INC.,
a Delaware corporation

By: /s/ Steven Pierson
    ------------------
Name: Steven M. Pierson
Title: Vice President Engineering / Ops and Launch
Address: 10307 Pacific Center Court
State of Incorporation:  CA
Tax I.D. Number:  33-0811062
Date: 12/23/02

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<PAGE>

                                   EXHIBIT A01
                                     TO THE
                          CRICKET COMMUNICATIONS, INC.
            AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

                                PRICING DISCOUNTS

[One Page of Pricing Information Omitted Pursuant to Confidential Treatment
Request]

                                     A1 - 1

<PAGE>

                                   EXHIBITA02
                                     TO THE
                          CRICKET COMMUNICATIONS, INC.
            AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

                                SOFTWARE PRICING

[One Page of Pricing Information Omitted Pursuant to Confidential Treatment
Request]

                                     A5 - 1


<PAGE>

                                    EXHIBIT B
                                     TO THE
                          CRICKET COMMUNICATIONS, INC.
            AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

                  CANCELLATION CHARGES FOR BTS AND BSC PRODUCTS

[Two Pages of Pricing Information Omitted Pursuant to Confidential Treatment
                                    Request]

                                     B1 - 1

<PAGE>

                                    EXHIBIT C
                                       TO
                          CRICKET COMMUNICATIONS, INC.
            AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

                                    INSURANCE

[One Page of Confidential Information Omitted Pursuant to Confidential Treatment
Request]

                                     C - 1

<PAGE>

                                    EXHIBIT D
                                     TO THE
                          CRICKET COMMUNICATIONS, INC.
            AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

                             PURCHASE ORDER ADDRESS

All Purchase Orders shall be sent to the Vendor at the following address in
accordance with Section 3.1 of the Agreement:

[***]

                                      D - 1

[*] Certain material (indicated by an asterisk) has been omitted from
this document pursuant to a request for confidential treatment. The
omitted material has been filed separately with the Securities and
Exchange Commission.

<PAGE>

                                    EXHIBIT E
                                     TO THE
                          CRICKET COMMUNICATIONS, INC.
            AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

                              LEAD TIMES/INTERVALS

[Two Pages of Proprietary Information Deleted Pursuant to Confidential Treatment
                                    Request]

                                      E - 1

<PAGE>

                                    EXHIBIT V
                                     TO THE
                          CRICKET COMMUNICATIONS, INC.
            AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

                                   AFFILIATES

[Intentionally left blank]

                                      V - 1

</TEXT>
</DOCUMENT>
