LEAP WIRELESS INTERNATIONAL INC
EXHIBIT 10.24.2
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<TYPE>EX-10.24.2
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<FILENAME>a76835ex10-24_2.txt
<DESCRIPTION>EXHIBIT 10.24.2
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                                                                EXHIBIT 10.24.2


                                 AMENDMENT NO. 2
                                       TO
                       SYSTEM EQUIPMENT PURCHASE AGREEMENT
                                     BETWEEN
                          CRICKET COMMUNICATIONS, INC.
                                       AND
                              NORTEL NETWORKS INC.


This Amendment No. 2 (this "Amendment") is made effective as of the 17th day of
September 2001, by and between Cricket Communications, Inc., a Delaware
corporation (the "Owner"), and Nortel Networks Inc., a Delaware corporation (the
"Vendor").

WHEREAS, Owner and Vendor entered into a System Equipment Purchase Agreement
dated August 28, 2000, for the sale, licensing, and purchase of Vendor's
Equipment and Services, as amended ("Agreement"); and,

WHEREAS, Owner and Vendor now wish to revise the Purchase Order section of such
Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, Owner and Vendor hereby agree to amend the Agreement as
follows:

1.      Unless otherwise defined, capitalized terms herein shall have the same
        meaning as in the Agreement.

2.      Insert the following sentence before the last sentence of Section 3.3
        (Order Acceptance) of the Agreement: "Notwithstanding anything to the
        contrary set forth in this Section 3.3, Nortel Networks may reject, in
        its sole discretion, any Purchase Order(s) issued hereunder for any new
        markets (i.e., any Purchase Order for any market other than [* * *]);
        provided, however, if Vendor has accepted a Purchase Order for any such
        new market, Vendor may accept or reject any subsequent Purchase Order
        for such new market, but such subsequent Purchase Order shall be
        afforded no less favorable treatment in terms of acceptance than
        purchase orders placed by other customers of Vendor; and provided
        further that any Purchase Order for a new market issued by Owner and not
        rejected in writing within ten (10) Business Days shall be deemed
        accepted by Vendor."

3.      Amend the existing Section 5.3 (Payment) as follows:

        (a)     Add a new Section 5.3(a)(i)(5) as follows: "Notwithstanding
                anything to the contrary set forth in this Section 5.3, Vendor
                may invoice Owner, on March 31, 2002, any unpaid balance of all
                Purchase Orders relating to the [*] market for Products
                previously shipped to Owner even if Installation and
                Integration, Substantial Completion or Final Acceptance


Nortel Networks 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.

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                has not occurred, if such Installation and Integration,
                Substantial Completion or Final Acceptance has not occurred
                through no fault of Vendor."

        (b)     Add a new Section 5.3(a)(ii)(4) as follows: "Notwithstanding
                anything to the contrary set forth in this Section 5.3, Vendor
                may invoice Owner, on March 31, 2002, any unpaid balance of all
                Purchase Orders relating to the [*] market for Services
                performed on or before March 31, 2002, even if Substantial
                Completion or Final Acceptance has not occurred, if such
                Substantial Completion or Final Acceptance has not occurred
                through no fault of Vendor."

4.      Except as specifically modified by Amendment No. 2, the Agreement in all
        other respects shall continue in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be signed by
their duly authorized representatives effective as of the date first set forth
above.



CRICKET COMMUNICATIONS, INC.                   NORTEL NETWORKS INC.

By:  /s/ S. G. SWENSON                         By: /s/ WALT MAGURA
    --------------------------------               ----------------------------
Name: S. G. Swenson                            Name: Walt Magura
      ------------------------------                 --------------------------
      (Type/Print)                                   (Type/Print)

Title: President and Chief
       Operating Officer                       Title: RVP, Western Region
       -----------------------------                  -------------------------

Date:  9/17/01                                 Date:  9/18/01
       -----------------------------                  -------------------------


Nortel Networks 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.


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