EXHIBIT 10.16.3
AMENDMENT NO. 3
TO
SYSTEM EQUIPMENT PURCHASE AGREEMENT
BETWEEN
CRICKET COMMUNICATIONS, INC.
AND
NORTEL NETWORKS INC.
This Amendment No. 3 (this "Amendment") is made effective as of the 26th day of
March 2002, 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 as of August 28, 2000, for the sale, licensing, and purchase of Vendor's
Equipment and Services, as amended by Amendment No. 1 thereto dated as of
December 26, 2000, and by Amendment No. 2 thereto dated as of September 20, 2001
(the "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 at the end of Section 3.3 (Order
Acceptance) of the Agreement: "Notwithstanding anything to the contrary
set forth in this Section 3.3 or elsewhere in this Agreement, including
without limitation Section 2 of Amendment No. 2 to the Agreement, Vendor
may reject, in its sole and absolute discretion, any Purchase Order(s)
issued hereunder after such time as the cumulative total dollar amount
of Purchase Orders issued and accepted by Vendor hereunder equals or
exceeds two hundred and thirty-four million dollars ($234,000,000.00
USD) (such total dollar amount to be (i) [***], and (ii) [***]);
provided that, after such total cumulative dollar amount has been met,
any Purchase Orders issued hereunder and not accepted in writing by
Vendor within ten (10) Business Days shall be deemed rejected by
Vendor."
3. Except as specifically modified by this Amendment, the Agreement in all
other respects shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment 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/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
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(Type/Print) (Type/Print)
Title: SVP Title: Sr. Mgr., Contracts
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Date: 3/26/02 Date: 3/36/02
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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.
Confidential and Proprietary Information of Nortel Networks and Cricket
Communications
Execution Copy