AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

EXHIBIT 10.3

CERTAIN MATERIAL (INDICATED BY ASTERISKS) 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.

AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT

          This Amended and Restated System Equipment Purchase Agreement (“Agreement”) is made and is effective as of May 24, 2007 (the “Effective Date”), by and between Cricket Communications, Inc. a Delaware corporation (“Cricket”) and Futurewei Technologies, Inc., a Texas corporation (the “Vendor”).

RECITALS:

          A. WHEREAS, Cricket desires to purchase, and to permit its Affiliates to purchase, wireless communications systems, equipment and services pursuant to this Agreement;

          B. WHEREAS, Vendor desires to provide such systems and equipment and related services to Cricket and its Affiliates in accordance with the terms and conditions set forth herein;

          C. WHEREAS, in the near future, Cricket will arrange to have a wholly-owned direct or indirect subsidiary (referred to as “ProCo” in this Agreement), purchase equipment and materials for Cricket and its Affiliates, and the parties therefore wish to provide for such flexibility in this Agreement; and

          D. WHEREAS, Cricket and Vendor are parties to the Previous Agreement pursuant to which wireless PCS systems, equipment and software were purchased or licensed, and the parties now wish to amend and restate the Previous Agreement for purposes of governing future Purchase Orders issued to Vendor on and after the Effective Date, and including the flexibility described above.

          NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, Cricket 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 Agreement and in the Exhibits, and all definitions are subject to the provisions of Section 1.2 hereof. As used in this Agreement, the following terms have the following meanings:

          “Affiliate” means, with respect to a Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, where “control” or “controlled” means (i) the possession, direct or indirect, of the power to

Cricket Communications Proprietary and Confidential Information

direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise, or (ii) more than 50% of the equity interest in such Person.

          “Agreement” means this Amended and Restated System Equipment Purchase Agreement, together with the Specifications and all Exhibits hereto, together with all amendments, modifications and supplements.

          “Annual Maintenance Fees” means annual fees relating to Software maintenance that are payable after the expiration of the Warranty Period with respect to Software.

          “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.

          “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.

          “Backwards Compatible” or “Backwards Compatibility” means (i) with respect to each Software Release for any Product, the ability of all Software previously licensed to any Company for such Product [***] to remain fully functional on such Equipment in accordance with and up to the performance levels to which each was performing immediately prior to the integration with such Software Release, and the ability of such Software Release to interoperate and be fully compatible with all such functionality of all such previously provided Software and with all existing in-service Vendor-provided Products acquired by such Company; (ii) with respect to all Equipment Releases (to the extent of that portion of such Equipment Release that is an Equipment Update or the use of which by any Company is not optional without losing the benefit of the Equipment Release (for purposes of this Agreement, a “Required Equipment Release” means collectively such Equipment Update portion and such non-optional portion of the Equipment Release), the ability of the existing infrastructure to remain fully functional in accordance with and up to the performance levels to which it was performing

Cricket Communications Proprietary and Confidential Information

immediately prior to the integration with the Required Equipment Release, and the ability of the Required Equipment Release to interoperate and be fully compatible with all such functionality of such existing infrastructure and (iii) with respect to each Software Release (but only to that portion of such Software Release that is considered a Software Update) and Required Equipment Release, the ability of such Products to comply with the existing interfaces to other third party equipment already deployed in the System and with respect to which Vendor is already in compliance prior to the introduction of such Software Release (but only to that portion of such Software Release that is considered a Software Update) and Required Equipment Release.

          “Base Station (“BTS”)” means the radio Products that handle wireless radio traffic in a designated cell.

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

          “beta testing” means pre-launch testing conducted by any Company in respect of which no payment from customers is made to such Company 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 and Performance Warranty” is defined in Section 14.6.

          “Certificate of Final Acceptance” is defined in Section 8.1(e).

          “Certificate of Substantial Completion” is defined in Section 8.1(c).

          “Change Orders” is defined in Section 9.1.

          “Claim” is defined in Section 13.2.

          “Claim Notice” is defined in Section 13.2.

          “Commercial Launch” means the date that the Products provided by Vendor are carrying live, revenue generating commercial traffic, provided that on that date at least [***] of the mutually agreed BTS plan in a Market are covered by Site Installation and Integration Substantial Completion Certificates and that at least [***] of Company’s intended covered POPs in a Market have commercially acceptable coverage.

Cricket Communications Proprietary and Confidential Information

          “Company” means Cricket, ProCo or any of their respective Affiliates that are Conveyed any Products pursuant to Section 3.7. “Companies” means all Companies.

          “Company Indemnified Parties” is defined in Section 13.2.

          “Competitor” means, in relation to Vendor, any manufacturer of telecommunications equipment.

          “Cure Period” is defined in Section 14.6.

          “Defects and Deficiencies”, “Defects or Deficiencies” or “Defective” or “Deficient” 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;

     (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 Agreement, 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 Product Notice” is defined in Section 10.1.

          “Discontinued Products” is defined in Section 10.1.

          “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 Products 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 tangible personal property (including, without limitation, any Documentation furnished hereunder in

Cricket Communications Proprietary and Confidential Information

respect thereof) which are furnished or required to be furnished by Vendor in accordance with the terms and conditions of this Agreement, including repair and replacement parts.

          “Equipment Update” means a change or modification in any delivered Equipment which fixes or otherwise corrects faults, design shortcomings or shortcomings in meeting the Specifications, corrects bugs or defects, or which is recommended to enhance safety.

          “Equipment Upgrade” means a change or modification or improvement made to Equipment that improves the performance, capacity and capability of such Equipment. An Equipment Upgrade may include an Equipment Update.

          “Exhibits” means the exhibits attached to this Agreement, as the same may be modified or amended from time to time.

          “Extension Period” is defined in Section 8.1(e).

          “Expansions” means any additional Products or Services not comprising part of an Initial System, which may include growth to existing Systems and additional Products and Services.

          “FCC” means the Federal Communications Commission.

          “FCC License” means a license for the provision of wireless telecommunications services or operation of wireless telecommunications systems issued by the FCC.

          “FCC Rules” is defined in Section 6.3.

          “FCC Warranty” is defined in Section 6.3.

          “Final Acceptance” means, with respect to any System or New Technology, the date Cricket signs the Certificate of Final Acceptance.

          “Fit” means physical size or mounting arrangement (for example, electrical or mechanical connections), or, with respect to Software, physical size and interfaces.

          “Force Majeure” is defined in Section 15.

          “Form” means physical shape.

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

Cricket Communications Proprietary and Confidential Information

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

          “Guaranteed Substantial Completion Date” means, with respect to a System or Work, the date by which Substantial Completion of such System or Work must be achieved by Vendor.

          “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).

          “Impairment” means any loss or reduction of function, service or performance.

          “In Revenue Service” or “In Revenue” means, with respect to a System, the revenue generating commercial operation of such System, exclusive of operation for purposes of determining compliance with this Agreement or beta testing.

          “Initial Period” is defined in Section 8.1(e).

          “Initial System” means all Products and Services comprising an initial network in a Market.

          “Integration” means the integration of Products with all other Products and third party software and equipment in a System.

          “Installation” means the physical installation and power up of Products at the required Site.

          “Installation and Integration” means the Installation of Products, the integration of Products with all other Products and third party software and equipment in a System, and the successful demonstration of Interoperability of such integrated System.

          “Intellectual Property Rights” is defined in Section 13.2.

          “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.

          “Liquidated Damages” is defined in Section 14.1.

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

Cricket Communications Proprietary and Confidential Information

          “Maintenance and Instruction Manuals” means the manuals prepared by Vendor and delivered to Cricket pursuant to Section 7.

          “Major Outage” means [***]

          “Market” means a mutually agreed geographic area for which the FCC has issued a license to provide wireless services and in which Vendor provides a System.

          “Material Adverse Effect” is defined in Section 22.2(b).

          “Net Price” means the price after all discounts, credits, other incentives and excluding any freight, taxes, shipping, handling, insurance and similar charges.

          “New Technology” means technology that has not yet been deployed by any Company, but that is (i) available from Vendor or others in the telecommunications industry, or (ii) standardized or close to standardization in the telecommunications industry. The systems, equipment and applications included for New Technology are listed in Exhibit N.

          “OEM Equipment” means (i) any items of non-Vendor equipment made available for sale by Vendor under this Agreement that are not integrated into the Equipment during the manufacturing process; and (ii) non-Vendor software made available for license under this Agreement that is not resident on Vendor Equipment; but in each case excluding equipment or software that is private-labeled by Vendor.

          “Operating Manuals” means the operating and configuration manuals delivered to Cricket pursuant to Section 7 containing detailed procedures and specifications for the operation of any System, any Expansions or any part thereof including, but not limited to, BTS manuals and BSC manuals.

          “Optional Software Features” means Software features for Products available to the Companies on an optional, separate fee basis as set forth in Exhibit E.

          “PCS” means personal communications 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.

          “PMSI” is defined in Section 3.6.

          “Previous Agreement” means the System Equipment Purchase Agreement, dated as of June 19, 2006 , between Cricket and Vendor.

Cricket Communications Proprietary and Confidential Information

          “[***]Credit” is defined in Section 5.1(b).

          “Product Change Notice” means a notification issued by Vendor or an Affiliate of Vendor that the Equipment described in such notification is the subject of a design, material, production or engineering Defect or Deficiency.

          “Products” means the collective reference to the Equipment and the Software provided by Vendor or any Subcontractor under this Agreement.

          “Proprietary Information” is defined in Section 24.18.

          “Punch List” means that list prepared in conjunction with any certificate which contains one or more immaterial non-service-affecting items which have not been fully completed as of the date of the accompanying certificate; provided that such incomplete portion of the Work shall not, during its completion, materially impair the normal daily operation of a System in accordance with the Specifications.

          “Purchase Order” means a purchase order given specifying the Products, Services or other items of Work that Vendor is authorized to supply or commence in compliance with the terms of this Agreement.

          “Purchaser” means the entity that submits a Purchase Order hereunder, which may be Cricket or ProCo.

          “Related Entity” is defined in Section 2.7.

          “Release” means any release, version, upgrade, update, enhancement, bug fix or other issuance.

          “RF” means radio frequency.

          “RTM License” is defined in Section 11.6.

          “RTU License” is defined in Section 11.1.

          “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 and Integration, testing, training, repair, maintenance, de-installation and removal, 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 Agreement.

          “Site” means the physical location of a System Facility.

Cricket Communications Proprietary and Confidential Information

          “Site Installation and Integration Substantial Completion Certificate” is defined in Section 8.1(b).

          “Software” means (a) the software licensed pursuant to the terms of this Agreement, (b) all Releases with respect to such software, and (c) all Documentation furnished hereunder in respect of clauses (a) or (b) of this definition.

          “Software Update” means any updates to the Software relating to Vendor’s Warranty and Software maintenance obligations hereunder or which correct bugs or 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.

          “Spare Parts” means the spare and replacement hardware, parts and Equipment provided by Vendor.

          “Spare Parts Kit” is defined in Exhibit B.

          “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 Agreement and the Exhibits including, without limitation, Exhibits L and Q; 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 that is not an Affiliate of Vendor, having a direct or indirect contract with Vendor or with any other Subcontractor of Vendor who has been hired by or for Vendor to assist Vendor in the performance of its obligations under this Agreement.

          “Substantial Completion” means the time at which Cricket signs the Certificate of Substantial Completion.

          “Support Period” is defined in Section 10.1.

          “Switch” means the Vendor’s Mobile Switch Center Emulation (MSCe) and Media Gateway (MGW) Equipment that handles functions including, but not limited to, call processing, inter-system signaling, and bearer establishment, and which interfaces to the home location register (HLR), BSCs, PSTN, products that provide enhanced features and functionalities, and other switches.

Cricket Communications Proprietary and Confidential Information

          “System” means (i) all wireless PCS systems provided by Vendor pursuant to the Previous Agreement, and (ii) each Initial System (and all Sites, Expansions, Services and other Work related to or forming a part of such Initial System) provided by Vendor hereunder. A “System” may also be referred to as a “Network” or “network.”

          “System Facility” means the structures, improvements, foundations, towers, and other facilities necessary to house or hold any related Products and other equipment to be located at a particular location; and may also be referred to as a “Network Facility” or “network facility.”

          “Taxes” is defined in Section 5.2.

          “Term” means the period commencing on the Effective Date and ending five (5) 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.

          “Training” is defined in Section 7.4.

          “United States” means the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Virgin Islands, American Samoa, and any other territory or possession of the United States.

          “Vendor” has the meaning set forth in the heading to this Agreement, or any abbreviation thereof.

          “Vendor Developments” is defined in Section 12.3.1.

          “Warranty” means any one or more of the Products and Services Warranty, Software Backwards Compatibility Warranty, Equipment Backwards Compatibility Warranty, FCC Warranty and the Capacity and Performance Warranty.

          “Warranty Period” means (a) with respect to all Products and Services comprising part of or furnished with respect to an Initial System (but excluding Expansions), a period of eighteen (18) months from and after the date of Substantial Completion of such Initial System, provided, however that if prior to Final Acceptance of such Initial System a Major Outage occurs, such eighteen (18) month period shall be extended by the number of days elapsed between Substantial Completion of such Initial System and the date Cricket signs the Certificate of Final Acceptance with respect to such Initial System; (b) with respect to all Expansions (including Software Releases and Equipment Releases) for which Vendor provides Installation Services or Integration Services, a period of eighteen (18) months from and after the successful Installation or Integration of such Products, as applicable (c) with respect to all Expansions (including Software Releases and Equipment Releases) for which Vendor does not provide Installation Services or Integration Services, a period of eighteen (18) months from and after the date of shipment of such Expansions to a Company’s Site, (d) with respect to all Services not included in the foregoing clauses (a), (b) or (c), eighteen

Cricket Communications Proprietary and Confidential Information

(18) months from and after the completion of such Services, (e) with respect to New Technology, a period of eighteen (18) months from and after the date of Substantial Completion of such New Technology, and (f) with respect to Spare Parts, a period of eighteen (18) months from and after such Spare Parts are placed into service in a System. With respect to Spare Parts, Cricket shall, to the extent that Vendor cannot obtain this information through its own monitoring and maintenance procedures, notify Vendor on a quarterly basis of the serial number or other identifying information of all Spare Parts placed into service during the prior quarter, together with the date each such Spare Part was placed into service.

          “Withdraws” means Vendor or any successor entity to Vendor or Vendor’s Code Division Multiple Access (“CDMA”) products makes a public announcement or confirmation that it is or has discontinued sales or support activities in the United States with respect to CDMA products; provided however, that the term “Withdraw” shall not include any merger or joint venture between Vendor and a third party if such successor, third party or joint venture continues to engage in sales and support activities in the United States with respect to Vendor’s CDMA products.

          “Work” means the furnishing of Products and the performance of Services hereunder, and all other related activities and obligations required to be performed by Vendor pursuant to this Agreement.

          1.2 Other Definitional Provisions. (a) When used in this Agreement, unless otherwise specified therein, all terms defined in this Agreement 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 Agreement or an Exhibit, the definitions contained in the main body of this Agreement shall supersede such other definitions for all purposes of this Agreement; 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 Agreement refer to this Agreement as a whole (including Exhibits and schedules) and not to any particular provision of this Agreement and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified. Reference herein to “Section” shall mean any and all subsections thereof. The word “including” shall also mean “including without limitation.” The conjunction “or” shall be understood in its inclusive sense (and/or).

          (c) The meanings given to terms defined in this Agreement are applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

Cricket Communications Proprietary and Confidential Information

     SECTION 2. SCOPE OF WORK, RESPONSIBILITIES

          2.1 Scope of Work. During the Term, Vendor shall perform all Work in accordance with Purchase Orders issued to Vendor from time to time under this Agreement and in accordance with the statement of work for such Work. Each statement of work will be substantially in accordance with the sample attached as Exhibit A. Vendor shall be responsible for providing in accordance with the terms of this Agreement any and all items and services which are expressly described in this Agreement or in the Exhibits. Vendor shall furnish all labor, materials, tools, transportation and supplies required to complete its obligations in accordance with this Agreement.

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

          2.3 Eligibility under Applicable Laws and Applicable Permits. Vendor shall be responsible for ensuring that Vendor and its Subcontractors are and remain eligible under all Applicable Laws and Applicable Permits to perform the Work under this Agreement 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 party shall be responsible for obtaining and maintaining in full force and effect the Applicable Permits listed as its responsibility in the applicable Exhibits.

          2.4 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 the Companies in filing notices of completion with the appropriate state and local Governmental Entity that may be necessary or that Cricket or any other Company may reasonably request in order to enable such Company or Vendor to complete performance of the Work or to effectuate the purposes or intent of this Agreement. All such requests shall be addressed pursuant to the Change Order procedures described below in Section 9.

          2.5 Liens and Other Encumbrances. (a) Vendor covenants and agrees to:

          (i) except as provided in Section 3.6, protect and keep free all Systems, Work, Expansions or any and all interests and estates therein acquired by a Purchaser from Vendor, and all improvements and materials now or hereafter placed thereon under the terms of this Agreement, 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 Agreement or any performance by any Subcontractor, and to promptly have any such lien released by bond or otherwise; and

Cricket Communications Proprietary and Confidential Information

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

          (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 Cricket 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 any Company’s available remedies, any Purchaser 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 such Purchaser’s satisfaction, and to retain such funds from any payment then due or thereafter to become due to Vendor.

          (c) Cricket and each other Company 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 such Company from any liability to third parties by reason of any work or improvements to be performed or furnished hereunder; provided that failure by any such Company to do so shall not release or discharge Vendor from any of its obligations hereunder.

          2.6 Duty To Inform Itself Fully; Waiver of Defense. 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 Agreement, regulations and other information in relation to this Agreement or any amendments, modifications or supplements thereto at all times on or after the 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 Agreement and in particular the Installation of any System or any part thereof.

          2.7 Joint Ventures and Designated Entities. Any Company may from time to time invest in or provide management services to joint ventures and other third parties that hold licenses from the FCC or that are engaged in the build-out or operation of wireless systems (such third parties, including other entities that qualify as a “Designated Entity,” “Entrepreneur,” Small Business” or “Very Small Business” under FCC Rules, being “Related Entities”). Vendor agrees, at Cricket’s request, to promptly enter into one or more agreements with each Related Entity for the provision of equipment, software and services to such Related Entity on substantially the same terms and conditions as set forth in this Agreement. However, Vendor reserves the right to make a reasonable business evaluation of such Related Entities credit standing and to insure that the Related Entity is not a manufacturer of telecommunications equipment, competing against Vendor in the same markets, prior to entering into such agreements, provided, however, that in the event a Related Entity does not meet the credit standing requirements established by Vendor, then

Cricket Communications Proprietary and Confidential Information

each such Related Entity will be entitled to deposit with Vendor a sum equal to [***], and Vendor will then promptly enter into an agreement with such Related Entity on substantially the same terms and conditions as set forth in this Agreement.

     SECTION 3. PURCHASE ORDERS AND SCHEDULES

          3.1 Purchase Orders. All Purchase Orders under this Agreement shall be submitted by a Purchaser. Each Purchaser may deliver Purchase Orders to Vendor at any time and from time to time during the Term. Such Purchase Orders shall be sent to Vendor either by certified mail, electronic transmission or another mutually acceptable manner to the following address:

          Futurewei Technologies Inc.,

          ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

          ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇

All Purchase Orders shall be governed by the terms and conditions of this Agreement, unless otherwise agreed by the parties in writing. Each Purchase Order shall reference this Agreement and specify, in reasonable detail, the Products, Services or other items of Work to be provided by Vendor. All Purchase Orders shall be deemed to incorporate and be subject to the terms and conditions of this Agreement unless otherwise agreed in writing. All Purchase Orders, including electronic orders, shall contain the information necessary for Vendor to fulfill the order. Vendor shall comply with all purchasing requirements set forth in Exhibit P. No provision or data on any Purchase Order or any Vendor order acknowledgment, or contained in any documents attached to or referenced the Purchase Order or order acknowledgment or any subordinate document (such as shipping releases), which is inconsistent with the terms of this Agreement shall be binding, except data necessary for Vendor to fill the order.

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

          3.3 Order Acceptance. All Purchase Orders shall be subject to Vendor’s acceptance, provided that (a) Vendor may not reject any Purchase Orders placed in accordance with the terms of this Agreement and the agreed upon lead times for Products as described in Exhibits I and U, and (b) any Purchase Order issued by a Purchaser and not properly rejected in writing within ten (10) Business Days of the transmission of such Purchase Order to Vendor shall be deemed accepted by Vendor. Electronic Purchase Orders shall be binding on the submitting Purchaser and Vendor notwithstanding the absence of a signature, provided that the parties have implemented a mutually acceptable electronic order process and such orders deemed to be binding have been issued by a Purchaser and accepted by Vendor in accordance with the process agreed upon by the parties.

Cricket Communications Proprietary and Confidential Information

          Changes made by a Purchaser to an accepted Purchase Order that affect Vendor’s ability to meet its obligations under the Purchase Order, any price, shipment date, or completion date quoted by Vendor with respect to such Purchase Order is subject to change and shall be addressed pursuant to the Change Order provisions below in Section 9.

          3.4 Forecasts. Purchaser shall provide to Vendor periodic (as mutually agreed to) forecasts of Purchaser’s projected Product needs.

          3.5 Inventory Control and Bar-coding. Vendor shall, at no additional charge, pack and ▇▇▇▇ 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) ▇▇▇▇ Products as applicable for identification in accordance with Vendor’s marking specifications (for example, model/serial number and month, year of manufacture).

          3.6 Purchase Money Security Interest. Each Purchaser hereby grants to Vendor a purchase money security interest (“PMSI”) on and in each item of Equipment purchased by such Purchaser from Vendor hereunder until such time as Vendor receives payment in full in accordance with this Agreement for such Equipment. Accordingly, the applicable PMSI and all related liens on a given item of Equipment purchased hereunder shall be deemed automatically released in full by Vendor upon Vendor’s receipt of payment for such item of Equipment, and no PMSI shall attach to any item of Equipment purchased hereunder for which Vendor has received full payment in advance. Vendor shall, at Vendor’s expenses execute, deliver and file any documents, instruments and certificates reasonably requested by any Purchaser in order to evidence the release of the PMSI and the removal of any related liens.

          3.7 Conveyance of Equipment. Vendor acknowledges and agrees that (a) a Purchaser may, and each other Company may, sell, transfer, assign, lease, license, sublicense, or convey (“Convey” or “Conveyance”) Products to any of such Purchaser’s Affiliates, and (b) any owner of any Equipment may Convey such Equipment to any third party with thirty (30) days prior written notice to Vendor, and with Vendor having the right to insure that such third party is not a manufacturer of telecommunications equipment, competing with Vendor in the same markets.

     SECTION 4 SUBCONTRACTORS

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

Cricket Communications Proprietary and Confidential Information

subcontract or contract with Vendor; (ii) give rise to any claim by such Subcontractor against any Company; (iii) create any contractual obligation by any Company to the Subcontractor; (iv) give rise to a waiver by the Purchaser of its rights to reject any Defects or Deficiencies or Defective Work; or (v) in any way release Vendor from being solely responsible for the Work to be performed under this Agreement.

          4.2 Vendor’s Liability. Vendor is responsible for all of its obligations under this Agreement, 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 under this Agreement, and in all events, except as otherwise expressly provided for herein, Vendor’s rights and liabilities hereunder 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 Company’s Liability. Company is responsible for all of its obligations under this Agreement, including facility readiness and access. If the facility is not ready, or accessible per schedule, Company will be responsible to notify Vendor twenty four hours in advance of scheduled site visit, or may be invoiced for any additional actual travel, living and man-hour and equipment delivery costs incurred by Vendor. Similarly, in the event Vendor or its Subcontractors are not able to fully comply with time commitments, Vendor will give Company twenty four hours advance notice of any delay, or may be invoiced for actual travel, living, and man-hour and equipment delivery costs incurred by Company.

          4.4 No Effect of Inconsistent Terms in Subcontracts. The terms of this Agreement 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 or whether or not and without regard to the fact that any other party hereunder may have directly or indirectly had notice of any such inconsistent term.

          4.5 Assignability of Subcontracts to Cricket. 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 Agreement or otherwise, (i) each Subcontractor shall continue its portion of the Work as may be requested by Cricket and (ii) such agreement may be assumed without penalty to Cricket and, in order to create security interests, may be assigned by Cricket to third parties designated by Cricket, in either case at the option of Cricket and for the same price and under the same terms and conditions as originally specified in such Subcontractor’s agreement with Vendor.

          4.6 Removal of Subcontractor or Subcontractor’s Personnel. Cricket has the right at any time to request removal of a Subcontractor or any of a Subcontractor’s personnel from Work on the System upon reasonable grounds and reasonable prior notice to Vendor. Such request (a “Request for Removal”) shall be in writing and shall specify Cricket’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,

Cricket Communications Proprietary and Confidential Information

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 21. The exercise of such right by Cricket shall have no effect on the provisions of Sections 4.1 and 4.2.

          4.7 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 as set forth on Exhibit G (provided that the maintenance of any such Subcontractor insurance shall not relieve Vendor of its other obligations pursuant to this Agreement). Vendor shall, upon Cricket’s request, furnish Cricket with evidence of such insurance in form and substance reasonably satisfactory to Cricket.

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

          4.9 Vendor Warranties. Except as otherwise expressly provided in Section 16, all warranties of Vendor in this Agreement 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 16, the parties agree that such warranties shall not be enforceable merely on a “pass-through” basis but that any Company may, but shall not be obligated to, enforce such warranties of any Subcontractor to the extent that the Company determines that Vendor is not paying or performing its warranties; provided that any such election by a Company shall not relieve Vendor from any obligations or liability with respect to any such warranty.

          4.10 Payment of Subcontractors. Vendor shall make all payments that 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 or other rights against any Company, the System, any Products or any part thereof.

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

          4.12 Benefit of Subcontracts. In addition to anything else provided for in this Agreement, Vendor shall ensure that Cricket shall be entitled to the following benefits

Cricket Communications Proprietary and Confidential Information

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 duties under all such contracts.

     SECTION 5. PRICES AND PAYMENT

          5.1 Prices. (a) The prices for the Products, Services and other items of Work are set forth in Exhibit C. The prices for all Products, Services and Systems set forth in the Exhibits, including, without limitation Exhibits B, D, E, F, H, J, and K, include all optional and non-optional features, functions and services required for the proper functionality of such Products, Services and Systems in accordance with the Specifications.

          (b) [***]. [***] In the event that the covenant of Vendor in the foregoing sentence is breached at any time, then, with respect to each such breach, each Purchaser shall be entitled to take a credit against payments with respect to future Purchase Orders submitted by such Purchaser equal to the amount of the excess of [***] (the “[***]Credit”). This [***] Credit may be utilized by Purchaser at any time during the following four (4) year period or until such credit has been fully satisfied, whichever occurs earlier. It is understood that in no event, will any credit be due for any retroactive period prior to the date of breach under this section. It is further agreed that if Vendor voluntarily chooses to [***] to Purchaser, during the term of this Agreement, unrelated to any breach under this section, no retroactive credit will occur.

          5.2 Taxes. Each Purchaser shall reimburse Vendor for all present or future sales taxes (“Taxes”) that are imposed on and paid by Vendor by any Governmental Entity as a result of the provision of Products and Services to such Purchaser under this Agreement, provided, however, that no Purchaser shall be liable for or shall 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 foreign or United States Governmental Entity on any of the Products or Services furnished hereunder. If a Purchaser shall pay Taxes for which Vendor is entitled to claim a refund or credit, then Vendor shall reimburse to such Purchaser an amount equal to such refund or credit.

          5.3 Payment. Payment for the Products and Services to be supplied pursuant to this Agreement shall occur as follows (in each case following the Purchaser’s receipt of an invoice by Vendor which shall properly document, to the reasonable satisfaction of the Purchaser, all the items included):

          (a) Initial Systems and New Technology

     (i) Products for Initial Systems and New Technology provided hereunder:

Cricket Communications Proprietary and Confidential Information

     Vendor will invoice Purchaser one hundred percent (100%) of the price of Products ordered upon delivery of the Products to such Purchaser’s initial designated delivery location or to Purchaser’s designated warehouse; One hundred percent (100%) of Service ordered upon Substantial Completion, unless a punch list is issued upon such Substantial Completion, ninety percent (90%) of Service ordered should be paid upon such Substantial Completion, ten percent (10%) after ninety (90) days beyond Substantial Completion of Services, unless the Agreement provides for invoicing in advance, or the Services continue beyond ninety (90) days, in which case Vendor shall invoice Company at the end of each calendar month for Services performed in that month.

          (b) Expansions:

     (1) 100% of the amount of Purchase Orders with respect to Products pursuant to an Expansion shall be invoiced upon delivery of such Products to the initial location specified in the relevant Purchase Order or to Purchaser’s designated warehouse;

     (2) 100% of the amount of all completed Purchase Orders with respect to Services pursuant to an Expansion shall be invoiced upon completion of such Services.

          (c) Subcontracted Services: Services provided by Subcontractors shall be invoiced as performed, or as soon thereafter as practical but in no event more frequently than monthly.

          (d) Payment of Invoices. Each invoice shall be due and payable thirty (30) days after receipt by the Purchaser of a true, accurate and complete invoice, unless and to the extent the amount in question is disputed. If any portion of an amount due to Vendor is subject to a bona fide dispute, the Purchaser will pay to Vendor on or before the date such amount is due all amounts not disputed.

          5.4 No Payment in Event of Material Breach. Notwithstanding any other provision herein to the contrary, no Purchaser shall have any obligation to make any payment for any Work with respect to which Vendor is in material breach of this Agreement with the sole fault of Vendor until and unless such breach is cured or waived in accordance with the terms of this Agreement. In the event of any such dispute, such dispute shall be decided pursuant to the provisions of Section 21 and any related payment obligations shall be suspended until the dispute is resolved.

          5.5 In Revenue Payments. At any time any Company may, in its sole discretion, decide to place a System into In Revenue Service. Such placement into In Revenue Service shall constitute Substantial Completion only for purposes of the payment obligations above, but shall not in any way relieve Vendor of any of its obligations under

Cricket Communications Proprietary and Confidential Information

this Agreement, nor shall such In Revenue Service trigger the commencement of the Initial Period.

          5.6 Currency and Place of Payment. Payments under this Agreement shall be made in US dollars and if such method of payment is acceptable to the Purchaser, the Purchaser shall pay all amounts due Vendor hereunder using Electronic Funds Transfer (“EFT”). EFT payments by a Purchaser shall be made to such account as is designated by Vendor in writing.

     SECTION 6. SERVICES

          6.1 Transportation. Vendor shall at Vendor’s sole cost and expense provide for the transportation and delivery to the Sites of all the Products to be delivered pursuant to, and in accordance with, each Purchase Order and the terms of this Agreement. Vendor will provide Equipment and will also be responsible for delivery of all Products to Purchaser’s initial specified location. Purchaser shall provide a detailed location address to Vendor before shipment. The Equipment shall be delivered to such Purchaser’s initial location at Vendor’s cost; if such initial specified location is Purchaser’s designated warehouse, Purchaser will be responsible for the delivery from warehouse to installation site; if such initial specified location is the final installation Site, such Site must be ready to receive the Equipment within 30 days after such Equipment arrives at Vendor’s warehouse. If the Site can not be ready within 30 days, that Equipment will be delivered to Purchaser’s designated warehouse at Vendor’s cost, the corresponding cost and expense for the transportation from Purchaser’s warehouse to the specified location for such delivery shall be borne by Purchaser. 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, helicopter transportation requirements to a remote setting, etc.), Vendor shall arrange, subject to the Purchaser’s prior approval, for such exceptional transportation requirements from local staging facilities or warehouse locations to the unusual Site. Vendor shall notify the Purchaser that it believes, in good faith, that exceptional transportation arrangements are necessary in the circumstances, and Vendor will consult with the Purchaser on an approved course of action to complete delivery. The Purchaser shall be responsible for all costs with respect to such exceptional transportation requirements in excess of transportation costs applicable to a standard Site.

          6.2 Services. Vendor shall provide the Services ordered by a Purchaser in accordance with the provisions of the Exhibits in respect of such Services. The prices for each of the Services set forth in the Exhibits include all other services that are related or incident to the Services set forth in the Exhibits, except to the extent expressly excluded in the respective Exhibit describing the Services.

          6.3 No Interference. Vendor shall install all Equipment and build each of the Systems 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

Cricket Communications Proprietary and Confidential Information

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.

          Vendor represents and warrants that all Products furnished hereunder shall comply, to the extent required, with the requirements of the Federal Communication Commission’s Rules and Regulations (the “FCC Rules”) pertaining to Commercial Mobile Radio Service providers and equipment manufacturers in effect as of the date of delivery of such Product to the Purchaser, including Parts 24 and 27 of the FCC Rules. In addition, Vendor represents and warrants that each Product furnished hereunder shall comply, to the extent required, with (i) the requirements of Part 15 of the FCC Rules in effect as of the date of delivery of such Product to the Purchaser, including those sections concerning the labeling of such Product and the suppression of radio frequency and electromagnetic radiation to specified levels, and (ii) Part 20 of the FCC Rules in effect as of the date of delivery of such Product to the Purchaser, including those sections relating to 911 and E911 services. The foregoing warranties are collectively referred to as the “FCC Warranty”.

          Vendor shall, when appropriate, have reasonable access to each Company’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 Agreement. Vendor shall coordinate such access with the Company’s designated representative prior to visiting such premises. Vendor agrees to instruct its employees to comply with all site rules while on a Company’s premises. The employees and agents of Vendor shall, while on any Company’s premises, comply with all site rules and guidelines including, but not limited to, where required by government regulations. No 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 any party in any action or proceeding.

          For purposes of this Section, all references to “Company’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 any Company. To the extent that a Company 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 the Company has provided to Vendor in advance of the commencement of the applicable Work hereunder.

     SECTION 7. MANUALS, ENGINEERING DRAWINGS AND TRAINING

          7.1 Documentation. Vendor shall provide the Documentation listed in Exhibits T and R. The Documentation shall be prepared in accordance with the relevant

Cricket Communications Proprietary and Confidential Information

Specifications. Operating Manuals with up-to-date drawings, specifications and design sheets shall be available for the Training as set forth in Section 7.4.

          7.2 Standards for Manuals. All Operating Manuals and Maintenance and Instruction Manuals required to be provided by Vendor pursuant to this Agreement shall be accurate, in the English language 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 wireless communications systems of similar size, type and design;

     (c) sufficient to enable the Companies to operate and maintain each System on a continuous basis; and

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

          7.3 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 Agreement in sufficient detail to indicate that the Equipment and fabricated materials to be supplied under this Agreement comply with the Specifications.

          7.4 Training. As more fully described in Exhibit H, Vendor shall provide to the Companies a training program with respect to all Products and Services provided hereunder (collectively, the “Training”). Promptly upon execution of this Agreement, Vendor shall establish a training coordinator, whose responsibility shall be to work with Cricket to ensure that the Companies receive the Training. Such coordinator (or his or her replacement) shall continue in such assignment until the receipt of all of the Training required to be provided. All Training shall be provided by Vendor in the United States except as otherwise agreed to in writing by Cricket.

          7.5 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 Sections 7.2, 7.3 and 7.4 shall be updated in reasonable quantities at no additional cost to the Companies pursuant to and in accordance with all Product upgrades or modifications applicable to any Work or any part thereof.

Cricket Communications Proprietary and Confidential Information

     SECTION 8. ACCEPTANCE PROCEDURES

          8.1 Acceptance Procedures With Respect to Initial Systems and New Technology. Depending upon the specific Products and Services to be furnished by Vendor, and those tasks for which the Companies shall assume responsibility, the parties, directly or through third-party vendors or other Subcontractors, as the case may be, shall carry out the following procedures with respect to Initial Systems and New Technology.

          (a) Factory Tests. Cricket may, at Cricket’s option and cost, be present at any factory testing conducted by Vendor. Upon request, Vendor shall give Cricket ten (10) Business Days advance notice of any such factory testing relating to the types of Products or Services furnished by Vendor hereunder. Vendor shall cooperate with Cricket to facilitate Cricket’s observation of such tests. Regardless of whether or not Cricket observes any factory testing, Vendor agrees to provide Cricket with copies of all documentation relating to factory testing of the Product specified by Cricket, including without limitation copies of test procedures, test results and FCC compliance certifications.

          (b) Site Installation and Integration Substantial Completion Certificate. Upon completion of the Installation of each group of BTS or other Products and the completion of integration activities in accordance with this Agreement, Vendor shall issue a Site Installation and Integration Substantial Completion Certificate (“Site Installation and Integration Substantial Completion Certificate”) certifying that all Installation and integration activities specified in the Purchase Order are substantially complete. Such certificate shall be accompanied by a Punch List of all incomplete items which items shall be completed by Vendor prior to Final Acceptance.

          (c) Certificate of Substantial Completion. Upon completion of all Work and testing of the Work with respect to each Market in accordance with this Agreement, Vendor shall issue a Certificate of Substantial Completion with respect to such Work for the Market, which shall be in the form of a checklist listing all tests performed and the results thereof, and shall be accompanied by a Punch List of outstanding items (the “Certificate of Substantial Completion”). Upon its reasonable satisfaction that the Certificate of Substantial Completion is correct and complete, Cricket shall promptly sign the Certificate of Substantial Completion.

          (d) “Beta” Tests. Upon written notice to Vendor, Cricket shall be entitled, in its sole discretion to conduct beta testing, and in connection therewith Cricket shall be entitled to add appropriate items to the Punch List prior to Final Acceptance.

          (e) Certificate of Final Acceptance. During the [***] period following Substantial Completion (as extended as described below, the “Initial Period”), Vendor shall complete all outstanding Punch List items and Cricket and Vendor shall monitor the System for outages and compliance with the Specifications. In event that all Punch List items have

Cricket Communications Proprietary and Confidential Information

been completed during the Initial Period, all testing specified in Exhibit V has been satisfactorily completed and there have been no Major Outages, then at the end of the Initial Period Vendor shall issue a Certificate of Final Acceptance certifying the same. Upon its reasonable satisfaction that the Certificate of Final Acceptance is correct and complete, Cricket shall sign the Certificate of Final Acceptance. In the event that a Major Outage occurs during the Initial Period, the Initial Period shall be extended (an “Extension Period”) for an additional [***]. In the event a Major Outage occurs during the Extension Period, the Initial Period shall be further extended until [***]. Provided that Vendor has completed all Punch List items and all other applicable requirements set forth in the Exhibits, Cricket shall issue a Certificate of Final Acceptance not later than the end of the Initial Period (as extended) after receipt of notice from Vendor containing (i) a statement that Vendor has corrected the problem giving rise to the Major Outage or Major Outages, and (ii) a description of the corrections made. With respect to each System, Cricket shall not be required to sign the Certificate of Final Acceptance until all such Documentation has been so delivered (and Final Acceptance shall not be deemed to have occurred earlier than the date that is [***] Business Days prior to the date of delivery of such Documentation). In addition to, and without limiting the requirements set forth in the preceding sentence, the Operating Manuals and the Maintenance and Instruction Manuals shall be submitted to Cricket in CD-ROM format (when available) in addition to hard-copy volume format if so requested by Cricket.

          8.2 Acceptance Procedures With Respect to Expansions. Upon completion of all Work and testing with respect to Expansions in accordance with this Agreement, Vendor shall issue a Certificate of Substantial Completion with respect to such Expansions, which shall be in the form of a checklist listing all tests performed and the results therefore, and shall be accompanied by a Punch List of outstanding items. Upon its reasonable satisfaction that the Certificate of Substantial Completion is correct and complete, Company shall promptly sign the Certificate of Substantial Completion.

          8.3 Costs and Expenses. The costs and expenses of complying with all acceptance procedures set forth above shall be borne by Vendor, provided that Cricket or the Companies remain responsible for completing those items identified in the Exhibits as their responsibility.

Cricket Communications Proprietary and Confidential Information

     SECTION 9. CHANGE ORDERS AND SCHEDULING

          9.1 Change Orders. The Purchaser has the right to request changes, other revisions or modifications to any of its Purchase Orders 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. 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 the Purchaser and Vendor and shall contain any adjustments to pricing or other aspect of the Work as mutually agreed by the parties. Vendor shall promptly notify the Purchaser of any such requested Changes which may materially affect the operation or maintenance of any System 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 the Purchaser to Vendor, the matter shall then be referred to dispute resolution pursuant to Section 21. Nothing contained in this Section 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 the Purchaser, in its sole and absolute discretion pursuant to the terms of this Agreement may refuse to make any such modification or otherwise agree to issue a Change Order incorporating any such Vendor suggestion.

          9.2 Cancellation. A Purchaser may at any time cancel, in whole or in part, any Purchase Order or Change Order upon advance written notice to Vendor. In the event of such cancellation, the Purchaser shall pay to Vendor cancellation charges in accordance with Exhibit U.

     SECTION 10. DISCONTINUED PRODUCTS AND CONTINUING PRODUCT SUPPORT

          10.1 Notice of Discontinuation. For a period of [***] after the date of shipment for all Products furnished hereunder, Vendor shall provide Cricket not less than [***] notice (the “Discontinued Product Notice”) before Vendor discontinues manufacturing of or support for a Product (“Discontinued Products”). 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, during the [***] period described above Vendor shall furnish Products (including, without limitation, all Software Releases) fully compatible with the relevant components (including the Discontinued Product) within the System in which the Discontinued Product resided at the time that a Product is discontinued; provided that, nothing herein shall bar the Vendor from discontinuing individual items of Products as provided in and pursuant to this Section. In the event that Vendor discontinues a Product, Vendor will meet with Cricket and use reasonable, good

Cricket Communications Proprietary and Confidential Information

faith efforts to develop a mutually acceptable transition plan that takes into account Cricket’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 Spare Parts in accordance with Vendor’s standard repair and repair parts practices and terms and conditions then in effect, for all Products furnished pursuant to this Agreement. Such repair Services and Spare Parts shall be available while Vendor is manufacturing or stocking such Products or repair parts, but in no event less than [***] for all Products after Cricket’s receipt of the Discontinued Product Notice (the “Support Period”) on the same terms and conditions in effect at the time of Cricket’s receipt of the Discontinued Product Notice.

          If during the Support Period Vendor fails to provide Spare Parts or repair Services on terms and conditions in effect at the time of Cricket’s receipt of the Discontinued Product Notice and a functionally equivalent replacement has not been designated, Vendor shall, in addition to any other right or remedy available to the Companies at law or in equity, provide Cricket, at no additional charge to Cricket, upon request, with non-exclusive licenses for Product manufacturing to the extent Vendor can grant such licenses, so that Cricket will have sufficient information, ability and rights to have such Discontinued Products manufactured, or obtain such repair Service or Spare Parts from other sources.

          10.2 Discontinuation During Warranty Period. If Vendor discontinues the availability of a Product during that Product’s Warranty Period and a Purchaser needs to purchase a replacement Product to replace the Discontinued Product in order for a Company to maintain the same functionality of the Discontinued Product in a System, Vendor agrees to grant such Purchaser [***] to be applied against the net price of all Products so required to be purchased as replacements for such Discontinued Product, which [***] shall be applied [***].

          10.3 Discontinuation After Warranty Period. If Vendor discontinues the availability of a Product after that Product’s Warranty Period, in addition to the rights of the Companies hereunder, the Companies shall be afforded no less favorable treatment in terms of Vendor’s or its Affiliates’ manufacturer’s discontinuation programs offered to Vendor’s or its Affiliates’ other customers.

Cricket Communications Proprietary and Confidential Information

     SECTION 11. SOFTWARE

          11.1 RTU License. (a) Upon delivery of the Software, but subject to payment of initial license fees, to the extent any such fees are payable, in accordance with this Agreement, the Companies are hereby granted an irrevocable, transferable, non-exclusive, fully paid-up, multi-site (capability to move Software from site to site within the United States and its territories) right to use license for the Software (“RTU License”), to operate the applicable Equipment, processor or product line for which the licenses to use the Software are granted, or temporarily on any comparable replacement if any such Equipment, processor or product line becomes inoperative.

          11.2 Companies’ Obligations. The Software, whether or not modified, and all copies thereof made by any Company, shall be treated by the Companies as trade secrets and proprietary to Vendor, its Subcontractors or its suppliers, as appropriate and Cricket shall, and shall ensure that each Company shall:

          (a) Utilize the Software solely in conjunction with the Products; however, Vendor acknowledges that the Software shall be integrated and used across interfaces with systems, equipment and software provided by other suppliers and customers and Vendor expressly consents to such integration and use;

          (b) Ensure that all copies of the Software shall, upon any reproduction by such Company 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 management of a System or Products 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 System or Products with systems and software of other suppliers and customers.

          (d) Not modify Software furnished by Vendor under this Agreement.

          (e) Only use the Software in connection with the business operations of the Companies or any transferee that has a right to use the Software pursuant to this Section 11. The RTU License does not grant any Company any right to, and no Company will, 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 of the Systems. Except as provided below, no license is granted to any Company to use the Software outside of the United States and its territories.

          11.3 Backwards Compatibility. Vendor represents and warrants (the “Software Backwards Compatibility Warranty”) that all Software will be Backwards Compatible. In the event that any Software supplied by Vendor does not provide

Cricket Communications Proprietary and Confidential Information

Backwards Compatibility, then Vendor shall take all actions at Vendor’s sole expense so as to achieve Backwards Compatibility.

          11.4 Transfer and Relocation. In the event any Company 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 the transferring Company 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, the RTU License for the Software furnished under this Agreement for use with such Product shall automatically be transferred to such transferee, without the payment of any additional Software right to use fees by the transferee, and the Companies shall automatically be released from all obligations under the RTU License for such Product. 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 to increase the license limits. The following conditions shall apply to transfers and relocations pursuant to this subsection 11.4:

     (a) The right to use such Software may be transferred only together with Products with which the transferring Company 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, the transferor 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 comply with the conditions respecting possession and use of Software as those imposed on the transferring Company in this Agreement;

     (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 Agreement; and

     (d) In the event that any Company wishes to use the Software on Products outside of the United States or to transfer Software to an unaffiliated third party transferee where such Product shall not remain in place or be used for substantially the same purpose as used by the transferring Company, 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 Cricket acknowledges and agrees that support and maintenance obligations set forth herein are only applicable for Software resident on Products 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.

Cricket Communications Proprietary and Confidential Information

Except as otherwise provided in this Agreement, no Company shall have any right to transfer Software furnished by Vendor under this Agreement without the consent of Vendor, which consent shall not be unreasonably withheld. If a Company elects to transfer Equipment purchased under this Agreement for which it does not under this Agreement have the right to transfer related Software, Vendor agrees that upon written request of Cricket, the transferring Company or the transferee of such Equipment, Vendor shall not without reasonable cause fail to grant to the transferee a license to use such Software with the Equipment, whether to be located within the United States or elsewhere.

          11.5 Termination and Survival. The rights and obligations of each Company under the RTU License shall survive the termination of this Agreement, regardless of the cause of termination, provided Vendor has received the applicable payments with respect to Software licenses in accordance with this Agreement. In the event that Vendor does not receive the applicable license fees, Vendor may terminate right to use the Software to which such fees apply; provided that, Vendor provided written notice of such breach to Cricket, and payment is not made within thirty (30) days from receipt of Vendor’s notice thereof. In the event that Vendor does not receive any applicable maintenance or support fees, Vendor may terminate such maintenance or support with respect to the unpaid fees only, but the RTU License shall not terminate. Any terminated rights pursuant to this Section 11.5 shall be immediately reinstated upon payment of all applicable unpaid license or maintenance fees, as applicable. In no event other than as set forth in this Section 11.5 may Vendor terminate the RTU License or any Company’s right to use the Software. Notwithstanding any other provision of this Agreement, if there is a dispute, pending final resolution of such dispute, all of Companies’ rights under this Agreement shall continue in full force and effect, and Vendor will not terminate the RTU License, and so long as Vendor continues to receive the applicable Software license fees, Vendor will not terminate, suspend, interrupt or delay maintenance and support of the Software. Upon termination or expiration of this Agreement Company will have the right to continue its RTU license, including maintenance and support services, on substantially the same terms and conditions as immediately prior to such termination or expiration. Pricing for the maintenance and support services will be consistent with the pricing offered under this Agreement and the then-current fair market value.

          11.6 Access to Source Codes. Vendor represents and warrants that as of the date hereof, Vendor has not established a Source Code escrow for any of its existing customers. In the event that Vendor establishes a Source Code escrow in the future which applies to any of the Software furnished hereunder, Vendor shall add Cricket as a beneficiary of such Source Code escrow, and Cricket shall be entitled to receive a copy of the escrowed Source Code in the event of the occurrence of any of the events set out below. In addition to the foregoing, Vendor shall immediately deliver and hereby grants Cricket a right to access the Source Code and to modify the Software (the “RTM License”) for the maintenance, enhancement and support of those Products purchased from Vendor and owned or operated by any Company under the following circumstances, provided that any such released Source Code shall be subject to the confidentiality provisions set forth in this Agreement:

Cricket Communications Proprietary and Confidential Information

          (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 Cricket has reasonable cause to believe that any such event shall cause Vendor to be unable to meet its service or support requirements hereunder; or

          (ii) if Vendor ceases to maintain or support a previously supported version of the Software and Cricket 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 Agreement 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 service or support it is required to provide pursuant to the terms of this Agreement.

          11.7 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 any Company 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, such Company shall have the right to apply for a patent in accordance with applicable law (or assign its rights to any other Company or any third party), provided, however, that notwithstanding this Section, Vendor does not hereby relinquish or release any of its intellectual property rights.

     SECTION 12. SOFTWARE AND EQUIPMENT CHANGES

          12.1 Software.

               12.1.1 Software Releases. During the Term, each Company shall receive all Releases applicable to Software for Products for which such Company has obtained a RTU License at such times as they become generally available to Vendor’s customers. Each Company shall also be entitled to receive Optional Software Features upon Cricket’s (or ProCo’s) payment of the appropriate fees determined in accordance with Exhibit E. Cricket may elect to purchase such Optional Software Features on a per feature basis, or purchase annual buy-out rights on a per market basis, permitting the Companies to select those features it wishes to deploy in the relevant market. During the Term, Vendor will use commercially reasonable efforts to work jointly with the Companies or the

Cricket Communications Proprietary and Confidential Information

Companies’ third party equipment or service suppliers with respect to the integration of such third party’s equipment or services with the Products and System(s).

               12.1.2 Notice. Vendor shall give Cricket, or cause Cricket to be given, not less than ninety (90) days prior written notice of the introduction of any Software Release. In addition, on a biannual basis during the Term, Vendor shall provide, or cause to be provided, to Cricket a forecast of future Software Releases then currently being developed by or on behalf of Vendor.

               12.1.3 Installation, Testing and Maintenance. The installation and testing of the Software by Vendor and the acceptance thereof by Cricket shall be performed in accordance with the criteria set forth in Exhibit A.

               12.1.4 Software Fixes. In the event that any Software supplied by Vendor during the Warranty Period or during any other period that the Company pays Maintenance Fees for Software has the effect of preventing any Products, System 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 Products, System or any part thereof, then Vendor shall promptly retrofit or take such other corrective action as may be necessary to ensure that any Products, System or any such affected part, as modified to include each Software 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 any Company. Notwithstanding anything contained herein in this Section to the contrary, each Company 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 such Company elects to use (provided such use is optional without losing the benefit of the Software Release) which are contained in any such Software Release; provided, however, that such Company 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 Release, whether or not such Software Release is issued as a stand-alone release, or is contained within a separate Software Release. Such additional Equipment shall be provided by Vendor to such Company without charge.

          12.2 Equipment.

               12.2.1 Equipment Updates. (a) Equipment Updates will be provided to the Companies by Vendor at no charge. If requested by a Purchaser, Equipment Upgrades must be provided by Vendor and the price charged by Vendor shall comply with the requirements of Section 5.1(b). If Vendor at any time issues an Equipment Update which is combined with any Equipment Upgrade (collectively, the “Equipment Combined Release”) to such Equipment, the Equipment Combined Release will be provided at no charge to each Company unless and until such Company uses any of the Equipment Upgrades included within the Equipment Combined Release, provided such use by such

Cricket Communications Proprietary and Confidential Information

Company of such Equipment is optional without losing the benefit of the Equipment Update.

               (b) (i) If Vendor issues a Product Change Notice after Equipment has been shipped to a Purchaser, or where a modification to correct an error in field documentation is to be introduced, Vendor will promptly notify Cricket of such change through Vendor’s design change management system or another Vendor notification procedure. If Vendor has engineered, furnished, or installed Equipment which is subject to a Product Change Notice, Vendor will implement corrective action, at its sole cost and expense, if such Product Change Notice is announced within [***] from the date of shipment of that Equipment, and subject to the reasonable review and acceptance of Cricket at such times as Cricket reasonably determines that it needs to review such Vendor decision, by either (A) modifying the Equipment at the Site; (B) modifying the Equipment which has been returned to Vendor in accordance with Vendor’s reasonable instructions pursuant to and in accordance with the terms of this Agreement; or (C) replacing the Equipment requiring the change with replacement Equipment for which such change has already been implemented. If Vendor has not engineered the original Equipment application and as a result thereof office records are not available to Vendor, Vendor will provide the generic change information and associated parts for the Companies’ use in implementing such change.

          (ii) In any of the instances described in clause (i) above, if Vendor and Cricket agree that a Product or part thereof subject to such change is readily returnable, without incurring any significant time or expense, the applicable Company, 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 the Company’s designated location within the United States. Any such reinstallation of Products which were readily returnable will be performed by the applicable Company at its sole expense, provided such reinstallation can be done by the Company 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 Vendor issues an Equipment Upgrade after a Product has been shipped to a Purchaser, Vendor will promptly notify Cricket of such change if it is being offered to any of Vendor’s customers. The pricing for such Equipment Upgrades will be as set forth in Exhibit D.

Cricket Communications Proprietary and Confidential Information

          (iv) All notifications for Equipment Updates and Equipment Upgrades provided by Vendor pursuant to the terms of this Agreement 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.

               12.2.2 Notice. Vendor shall give, or shall cause to be given to, Cricket not less than ninety (90) days prior written notice of the introduction of any Equipment Upgrade or any Equipment Combined Release. In addition, on a biannual basis during the Term, Vendor shall provide Cricket with a forecast of future Equipment Upgrades to the Equipment or Equipment Combined Releases then currently being developed by or on behalf of Vendor.

               12.2.3 Installation, Testing and Acceptance. The Installation and testing of the Equipment by Vendor and the acceptance thereof by Cricket shall be performed in accordance with the Exhibits.

               12.2.4 Equipment Fixes. In the event that any Equipment Update or Equipment Upgrade, directly or indirectly, supplied by Vendor during the Warranty Period or any other period during which the Company pays Annual Maintenance Fees following the date Installation of such Equipment Update or Equipment Upgrade in any System, has the effect of preventing any Product, System or any part thereof from satisfying, or performing in accordance with, the Specifications or otherwise adversely affects the functionality, interoperability or features of any Product, System, or any part thereof then Vendor shall without any charge to any Company promptly retrofit or take such other corrective action as may be necessary to assure that any Product, System or any such affected part, as modified to include each such Equipment Update and Equipment Upgrade, 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.

               12.2.5 Equipment Backwards Compatibility Warranty. Vendor represents and warrants (the “Equipment Backwards Compatibility Warranty”) that each Equipment Release will be Backwards Compatible. In the event that each Equipment Release is not Backwards Compatible, then Vendor shall take all actions at Vendor’s sole expense so as to achieve Backwards Compatibility.

               12.2.6. Spare Parts Kits. Vendor shall provide each Company with Spare Parts Kits in accordance with the terms of Exhibit B.

          12.3 Notice of Developments.

               12.3.1 Vendor Developments. Vendor shall provide Cricket, or cause to be provided to Cricket, through Cricket’s chief technical officer (or in the absence of such officer, to Cricket’s chief executive officer), with reasonable written notice of any Product developments, innovations or technological advances (collectively “Vendor

Cricket Communications Proprietary and Confidential Information

Developments”) relevant to the Products or Systems simultaneous to giving such notice to any other customer or otherwise making any such Vendor Development public. For the purposes of this Section the term “Vendor” includes Vendor and its Affiliates and subsidiaries. Vendor agrees that it shall develop and make Products available in accordance with the terms of Exhibit O.

               12.3.2 Participation in Testing. Cricket has the right, but not the obligation, to witness or participate in any initial testing of Vendor Developments; provided that any such initial testing of Vendor Developments shall be subject to scheduling as reasonably determined by Vendor. Vendor shall provide Cricket at least thirty (30) days’ prior written notice of its intent to test any such Vendor Development and upon Cricket’s written request Vendor shall allow Cricket 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.

               12.3.3 Quarterly Notices. Vendor shall make reasonable efforts to collect and distribute on a quarterly basis 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 13. INTELLECTUAL PROPERTY

          13.1 Infringement. Vendor agrees that it shall defend, indemnify and hold the Companies, and their respective officers, directors, employees, affiliates, agents and assigns of each of the Companies (collectively, the “Company Indemnified Parties”) harmless from and against any and all Losses based on or arising from claims that the Products, the Work or any components thereof infringe, misappropriate or violate any patent, trademark, copyright, trade secret or other intellectual property right of any third party which is enforceable in the United States where any Person is permitted to deploy or use the Products under this Agreement (collectively, “Intellectual Property Rights”), provided that the Company Indemnified Parties involved shall cooperate, at Vendor’s expense, 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. If a claim for Losses is to be made by a party entitled to indemnification hereunder against Vendor, the party claiming such indemnification shall give written notice (a “Claim Notice”) to Vendor as soon as reasonably 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 Agreement, provided, however, no delay on the part of any Company Indemnified Parties in notifying Vendor shall relieve Vendor from any obligation hereunder unless (and then solely to the extent) Vendor is thereby materially prejudiced. Notwithstanding the foregoing, the Company Indemnified Parties may, at their own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that if Vendor assumes the defense of such lawsuit, action or investigation and any appeals and continues to pursue

Cricket Communications Proprietary and Confidential Information

the defense of such lawsuit, action or investigation to conclusion and fulfills all of Vendor’s obligations in this Section 13, Vendor shall have sole control over the defense and settlement negotiations thereof (subject to the provisions of this Section 13) and while Vendor is defending such lawsuit, action or investigation Vendor shall not be liable for any settlements entered into or expenses/costs incurred by any Company without Vendor’s prior written approval. The parties shall cooperate with each other in any notifications to insurers. 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 reasonably 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 Company Indemnified Parties involved (which may not be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Company Indemnified Parties, includes no restrictions on the operations of the Company Indemnified Parties and admits no wrongdoing by any Company Indemnified Parties in which event such written consent of the Company 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, or assumes such defense but thereafter abandons such defense, the Company 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 any Company Indemnified Parties assume the defense of the Claim due to the Vendor’s failure to assume the defense of such claim within fifteen (15) calendar days, such Company Indemnified Parties will keep Vendor reasonably informed of the progress of any such defense, compromise or settlement. Vendor shall be liable for any settlement or compromise of any action effected pursuant to and in accordance with this Agreement and for any final judgment (subject to any right of appeal), and Vendor agrees to indemnify and hold harmless the Company Indemnified Parties from and against any Losses by reason of such settlement or judgment.

          13.2 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, Vendor shall at its sole cost, expense and option take the following actions: (i) procure the right to continue the use of the same for the Companies without interruption; (ii) to the extent the foregoing is not commercially feasible, replace the same with non-infringing Products that meet the Specifications in accordance with the terms of this Agreement (including, without limitation) having equivalent or better performance and functionality); or (iii) if neither option (i) or (ii) is commercially feasible, modify said Products, any System or any component thereof so as to be non-infringing, provided that the Products, any System or any component thereof as modified meets all of the Specifications in accordance with the terms of this Agreement (including, without limitation) having equivalent or better performance and functionality). In the event that Vendor is not able to cure the infringement pursuant to

Cricket Communications Proprietary and Confidential Information

clause (i), (ii) or (iii) in the immediately preceding sentence, in addition to the other rights and remedies provided in this Section 13, Vendor shall, at Cricket’s option, refund to each Purchaser the full purchase price paid by such Purchaser for (x) such infringing Product or feature, and (y) all other Products and features that any Company is unable to use to their full capacity as a result of the non-availability of such infringing Product or feature, provided that the Company returns to Vendor such infringing Product or feature. Vendor shall, at its expense, de-install and remove such infringing Products and features.

          13.3 Exclusions From Vendor’s Obligations. Vendor’s obligations under this Section 13 shall not apply to any infringement or violation of Intellectual Property Rights that is caused by modification of the Products, any System or any component thereof by any Company if such modification is neither permitted under this Agreement nor authorized by Vendor or infringement that arises solely from combination of the Products with other products not supplied, installed, recommended or approved by Vendor, or that arises from adherence to instructions to apply any Company’s trademark, trade name or other Company identification to a Product.

          13.4 Infringement Related To OEM Equipment. 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 Agreement, then at Cricket’s request, Vendor shall attempt to assign any of its indemnity rights for such infringement claim to Cricket. If Vendor is unable to assign such indemnity rights to Cricket, Vendor shall enforce its indemnity rights against the applicable OEM Equipment supplier and pass through indemnity amounts to which Vendor or the Companies are entitled, and in such event Cricket agrees to comply with any commercially reasonable obligations required by the OEM Equipment supplier in order for Vendor to enforce such rights.

     SECTION 14. DELAY AND PERFORMANCE DAMAGES

          14.1 Additional Definitions. In addition to the definitions set forth in Section 1, the following terms and definitions are applicable to this Agreement (including the Exhibits):

          “Access Outages (BTS Outages)” means outages caused by any Defect or Deficiencies in BTS Equipment or Software.

          [***]

          “Cell Site” means the geographical location of one or more BTSs and related Products necessary to provide commercial service at such geographical location.

Cricket Communications Proprietary and Confidential Information

          “Company Span of Control” means those areas of functionality and technology with respect to a System that are under the exclusive control of any Company.

          “Core Network” means the [***], [***], [***] and all Software associated with or related to the foregoing Equipment.

          “Core Network Outages” means outages caused by any Defect or Deficiencies in Core Network Equipment or Software.

          “Impaired Sector-Carrier” means a Sector-Carrier that is [***]

          “Impairment Time” means the time during which an Impaired Sector-Carrier condition exists.

          [***]

          [***]

          “Optical Distributed Unit” (ODU) means the unit which, connecting with the BTS through optical link, serves as one cell or several logical sectors as the remote RF module of the BTS. It also implements radio transmission over the air interface

          “Sector” means that portion of a Cell Site or ODU coverage area served by one or more distinct receive antennas and one or more distinct transmit antennas. Sector coverage will be less than the coverage provided from the entire Cell Site if the Cell Site consists of two or more Sectors.

          “Sector-Carrier” means a Sector operating on a single frequency carrying CDMA 1X and/or 1X EV DO.

          “Switch Site Network Element” means any Network Element not in a Cell Site.

          “System Element” means the Products required to perform radio, switching and/or system element functions for a System or any Expansions; and may also be referred to as a “Network Element” or “network element.

          “Total Outage” means:

          (i) for [***]the loss of 50% or more capacity for more than [***] of originations and/or terminations (for either or both voice and data traffic) due to causes in the System affecting the [***];

Cricket Communications Proprietary and Confidential Information

          (ii) for [***] the loss of 50% or more capacity for more than [***]of originations and/or terminations (for either or both voice and data traffic) due to causes in the System affecting the [***];

          (iii) for [***], the loss of 50% or more capacity for more than [***] of originations and/or terminations (for either or both voice and data traffic) due solely to causes in the System affecting the [***] components;

          (iv) for [***], the loss of 50% or more capacity for more than [***] of originations and/or terminations (for either or both voice and data traffic) due to causes in the System affecting the [***].

          “Vendor’s Span of Control” means all areas of functionality and technology with respect to a System that are not Company Span of Control areas.

          14.2 Liquidated Damages. The parties agree that damages for delay and lack of Equipment availability and delivery are difficult to calculate accurately and not reasonably determinable at the time of execution of this Agreement and, therefore, agree that liquidated damages (the “Liquidated Damages”) shall be paid as set forth in Section 14. The parties agree that Liquidated Damages are a reasonable estimation of the monetary damages suffered by the Companies and are intended to compensate the Companies for the delay or performance by the Vendor and are not a penalty. The payment of Liquidated Damages to Company shall be the Companies’ sole monetary remedy for the delay giving rise to the Vendor’s obligation to pay the Liquidated Damages, but shall not be deemed to limit the amount payable by the Vendor to any Company for breach of contract and are in addition to all other remedies available to any Company under this Agreement and applicable law, including without limitation the rights of Cricket to terminate this Agreement pursuant to Section 22. In determining any period of delay or Vendor non-performance, the extent of any delays or non-performance caused by any Company or attributable to an event of Force Majeure shall not be counted in determining such period of delay or Vendor non-performance.

          14.3 Liquidated Damages Relating to Delivery and Commercial Launch.

     a) Liquidated Damages Relating to Delivery. Subject to Vendor’s receipt of Purchaser’s Purchase Order(s) therefor, Vendor will deliver Equipment that meets or exceeds the Specifications in accordance with the Equipment Delivery timeframes specified in Exhibit U for all Markets launched after the Effective Date. The Equipment Delivery timeframes specified in Exhibit U are only applicable if Company has (i) provided a procurement forecast in accordance with this Agreement and provided a specific forecast of its intended purchases of such Equipment a minimum of [***] prior to Vendor’s receipt of the Purchase Order(s) for such Equipment unless otherwise agreed

Cricket Communications Proprietary and Confidential Information

to by the parties, and (ii) issued a Purchase Order for a quantity of Equipment that is no more than [***] of the forecasted quantity, and (iii) issued Purchase Order(s) for such Equipment in accordance with Vendor’s standard lead times as specified in Exhibit U.

     Vendor will pay to Company as Liquidated Damages, an amount equal to one and [***] of the Net Price of the delayed Equipment [***] that delivery of such Equipment is delayed past the Equipment Delivery Dates in Exhibit U (pro-rated on a daily basis for periods of time less than one week), provided, however, that in the event Vendor does delay in delivering Equipment but Commercial Launch nevertheless occurs on or before the date agreed by the parties, then the Liquidated Damages that would otherwise be payable by Vendor for such delay in delivery will not be payable.

     b) Liquidated Damages Relating to Commercial Launch. In the event Vendor fails to achieve Commercial Launch on or before the date mutually agreed to by the parties, Vendor shall pay, weekly in arrears, for the next eight (8) weeks commencing on the first day following the date by which such Commercial Launch must be achieved (the “LD Commencement Date”), Liquidated Damages to Cricket in an amount equal to [***] per week (pro-rated on a daily basis for periods of time less than one week) of the aggregate purchase prices of the Products and Services in any Market with respect to which such Commercial Launch has not been achieved. Such Liquidated Damages shall be calculated based on the number of days elapsed between the LD Commencement Date and the achievement of such Commercial Launch; provided that in the event that such Commercial Launch is not achieved prior to the expiration of such eight (8) week period, thereafter Vendor shall pay, weekly in arrears, additional Liquidated Damages to Cricket in an amount equal to [***] per week (pro-rated on a daily basis for periods of time less than one week) of the aggregate purchase prices of the Products and Services in any Market with respect to which such Commercial Launch has not been achieved until such Commercial Launch has been achieved.

     c) If the delay in Commercial Launch is due to Vendor’s delay in delivering Equipment, then Vendor will pay to Cricket as Liquidated Damages an amount equal to the higher of (i) Liquidated Damages for the delay in delivering Equipment calculated pursuant to the terms of Section 14.3(a) hereof, and (ii) Liquidated Damages relating to Commercial Launch calculated pursuant to the terms of Section 14.3(b) hereof.

     d) In no event will (i) the cumulative total for all Liquidated Damages paid under this Section 14.3 per Purchase Order exceed [***] of the aggregate Net Price of all [***], and (ii) the overall cumulative total for all Liquidated Damages paid under this Section 14.3 during the Term exceed [***].

Cricket Communications Proprietary and Confidential Information

          14.4 Liquidated Damages for Vendor Product Outages.

          a) During the Term and assuming that such Network Element was purchased/licensed by Company hereunder, Vendor will comply with the “Service Level Metrics” listed below during the first thirty six (36) months after the Effective Date of the Agreement.

Network Element		Measurement		Outage Limit
[***]		Total Outage		[***]per [***] pair per [***]period
[***]		Total Outage		[***] per [***] per [***] period
[***]		Total Outage		[***] per [***] per [***] period
[***]		Total Outage		[***] per [***] per [***] period
[***]		Total Outage		[***] per [***] per [***] period

Table : Total Outage Criteria

          Service Level Metrics are measured against Network Element components only. In the [***], when one [***] fails and after the other takes over, the category of [***] will be applicable to the remaining operational [***] when it fails.

          b) Performance is measured by the average number of Vendor Attributable Outage (defined below) minutes on a 12 month basis commencing with Commercial Launch of the Initial System across the respective Network Elements listed in the Table above that are purchased/licensed hereunder and installed in a Market. With respect to each category of installed Network Elements, the Total Outage calculation shall only include certain types of unplanned restarts, reloads and exchange failures (of [***] or greater). Calculation of the Vendor Attributable Outage minutes for each Total Outage event shall begin upon the earlier of (i) a Network Element outage alarm, or (ii) statistics-reporting that identifies an outage, using as the start time the earliest time period that indicates the Total Outage. For example, an un-alarmed outage occurring at 4:30 PM local time that is first indicated by 100% call failure statistics in the 5:00-6:00 PM report, will trigger the Total Outage calculation at 5:00 PM local time. Company will use reasonably commercial efforts to notify Vendor of the applicable outage.

          c) “Vendor Attributable Outage” means all outages excluding any and all scheduled outages and any other outages not solely and proximately caused by Vendor or any Products hereunder. A scheduled outage is an outage of a planned duration specified and agreed to by the parties in advance that resulted from scheduled or planned maintenance, installation, manual initialization or other similar events. This includes, without limitation, such activities as planned parameter loads, planned software/firmware changes, and planned system growth. Scheduled outages shall not be included in any measure of Vendor’s performance.

Cricket Communications Proprietary and Confidential Information

          d) The parties will meet to review Vendor’s performance against the Service Level Metrics. Vendor Attributable Outages will be cumulative during the applicable rolling 12 months period for each respective Network Element set forth above and compared against the Service Level Metrics defined in Section 14.4(a). In the event that a Service Level Metric is exceeded for a measured Network Element category during such time period, Vendor shall pay to Company, not as a penalty but as Liquidated Damages, an amount equal to, respectively, for each [***] beyond such defined metric, as follows: (i) [***] for each [***] and [***], (ii) [***] for each [***], and (iii) [***] for each [***]. In the event that a Vendor Attributable Outage causes multiple Network Elements to be out of service and a Service Level Metric is exceeded for a more than one of the measured Network Element categories during such time period, Vendor shall be liable to pay Liquidated Damages only for Network Element carrying the highest of the individually calculated Liquidated Damages. For the avoidance of doubt, Vendor shall be liable to pay Liquidated Damages only once with respect to each [***] beyond the defined metrics. Liquidated Damages payable under this Section 14.4 shall be calculated and paid on a monthly basis.

          14.5 Liquidated Damages for Access Outages (Impaired Sector-Carrier, excluding the outage caused by Core Network Outages). During the Warranty Period and for an additional [***] period thereafter (such additional [***] period being the “Extended Access Outage Period”) for so long as Company pays Annual Maintenance Fees, Vendor shall pay Liquidated Damages to Company for any Impairment Time that is caused by or arises out of any event, occurrence, action, inaction, failure or non-performance within the Vendor’s Span of Control as set forth in the following table. Liquidated Damages payable under this Section 14.5 shall be calculated per Market and paid on a monthly basis.

Impaired Sector-Carriers as a %		Liquidated Damages ($		Maximum Liquidated
of total Sector Carriers per		per Minute of		Damages per Month for
Market During Month		Impairment Time)		Such Impairment
Less than 5%		[***]		[***]
At least 5% but less than 15%		[***]		[***]
At least 15% but less than 25%		[***]		[***]
At least 25% but less than 50%		[***]		[***]
More than 50%		[***]		[***]

     For purposes of illustration only, assume that a market has ▇▇▇ ▇▇-▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇. During one month, a 3-sector F2 site is diagnosed with an Equipment problem that results in all 6 Sector-Carriers becoming Impaired Sector-Carriers for 24 hours. These are the only Impaired Sector-Carriers within the Vendor’s Span of Control this month. The total percentage of Impaired Sector-Carriers this month is 6/264 = 2.3%. Because this is less than 5%, [***]. In a subsequent month, there are a total of 45

Cricket Communications Proprietary and Confidential Information

Impaired Sector-Carriers relating to the Vendor’s Span of Control per Market. The total Impaired Sector-Carriers during this month is 45/264 = 17%. The total Impairment Time is the actual total measured Impairment Time. Assuming that the total Impairment Time averages out to be 150 minutes per Impaired Sector-Carrier, the total Liquidated Damages for Impairment Time during this month are the lesser of [***] or 45 * [***] * 150 = $[***], or in this example, $[***].

To the extent that the Impairment triggers both an Impaired Sector-Carrier as described in Section 14.5 and an [***] Total Outage as described in Section 14.4 hereof, Vendor will pay to Company as Liquidated Damages an amount equal to the higher of (i) Liquidated Damages for the Impaired Sector-Carrier calculated pursuant to the terms of Section 14.5 hereof, and (ii) Liquidated Damages relating to [***] Total Outage calculated pursuant to the terms of Section 14.4 hereof.

          14.6 System Capacity and Performance Warranty. Vendor warrants that each System and all New Technology will, at all times during their respective Warranty Periods and thereafter for so long as Company pays applicable Annual Maintenance Fees, meet or exceed all of the capacity and performance requirements set forth on Exhibit M with respect to Systems, or on Exhibit N with respect to New Technology (collectively, the “Capacity and Performance Warranty”). If at any time the Capacity and Performance Warranty is breached, then Vendor shall have a period of thirty (30) consecutive days from the date of such breach (the “Cure Period”) in which to fully cure such breach and restore such System or New Technology into full compliance with capacity and performance requirements set forth on Exhibit M with respect to Systems, or on Exhibit N with respect to New Technology. If Vendor has not cured such breach by the end of the Cure Period, then Vendor shall pay Liquidated Damages to Cricket in the amount of $[***] thereafter until such breach is fully cured. In the event that such breach is not fully cured on or prior to [***] after the date of such breach, then in addition to payment of such Liquidated Damages, Vendor agrees that such breach shall be deemed to result in such System or New Technology failing to materially operate in accordance with its Specifications for purposes of Section 14.6. Additionally, in the event that Liquidated Damages in excess of [***] accrue under this Section 14.6 with respect to a System or New Technology in any period of twelve (12) consecutive months, then effective on the date that such Liquidated Damages exceed [***], such System or New Technology shall be deemed to fail to materially operate in accordance with its Specifications for purposes of Section 14.6. The Companies’ remedies under the Capacity and Performance Warranty are in addition to the Companies’ remedies under all other Warranties, including the Products and Services Warranty. If Company’s traffic usage is substantially greater from the agreed upon call model assumptions as defined in section 2 of Exhibit M, Vendor will not be held liable for meeting the capacity and performance requirements as defined in this Agreement.

Cricket Communications Proprietary and Confidential Information

          14.7 Refund of Products. If, at any time within [***] after the Substantial Completion of a System (or the Initial System forming a part of such System) or New Technology, such System or New Technology fails to materially operate in accordance with its Specifications, then, provided that Cricket has paid all Annual Maintenance Fees that were due and payable on or prior to such time, at Cricket‘s sole option, (i) Vendor shall refund to each Purchaser in cash an amount equal to the unamortized portion of the aggregate purchase prices and all installation charges paid by such Purchaser to Vendor with respect to all Products and Services comprising a part of such System or New Technology, and (ii) Vendor shall pay each Purchaser an additional [***] of the aggregate purchase price of all Products and Services purchased by such Purchaser relating to or forming a part of such System or New Technology as compensation for Companies’ costs and expenses related to the removal of Vendor’s Products from a Market or System. In the event that Vendor pays a refund hereunder, each Purchaser shall return such Products with respect to which a refund was paid to Vendor at Vendor’s sole cost and expense. For purposes of this Section 14.7, the aggregate purchase prices and all installation charges paid by such Purchaser with respect to all Products and Services comprising a part of such System or New Technology shall be amortized at a rate of [***] over a [***] period commencing on Final Acceptance of the System (or the Initial System forming a part of such System) or New Technology.

          14.8 Vendor Withdrawal. If (i) Vendor Withdraws at any time within five (5) years after the Effective Date, and/or (ii) Any Company elects to remove Vendor’s Equipment from one or more Markets due to Vendor’s failure to provide sufficient service pursuant to this Agreement in such circumstances, then, in addition to all other rights and remedies available to the Companies, at Cricket’s sole option, (i) Vendor shall refund to each Purchaser in cash an amount equal to the unamortized portion of the aggregate purchase prices and all installation charges paid by such Purchaser with respect to all Products and Services purchased hereunder by such Purchaser with respect to such Markets, and (ii) Vendor shall pay each Purchaser an additional [***] of the aggregate purchase price of all Products and Services with respect to such Markets purchased hereunder by such Purchaser as compensation for Companies’ costs and expenses related to the removal of Vendor’s Products from such Markets. In the event that Vendor pays a refund hereunder, each Company shall return such Products with respect to which a refund was paid to Vendor at Vendor’s sole cost and expense. For purposes of this Section 14.8, the aggregate purchase prices and all installation charges paid by each Purchaser with respect to all Products and Services comprising a part of such System shall be amortized at a rate of [***] over a [***] period commencing on Final Acceptance of the System (or the Initial System forming a part of such System).

          14.9 Limitations.

          (a) The overall cumulative total for all Liquidated Damages paid by Vendor for Total Outage of [***] and [***] under this Section 14 shall not exceed [***].

Cricket Communications Proprietary and Confidential Information

          (b) The overall cumulative total for all Liquidated Damages paid by Vendor for Total Outage of [***], under this Section 14 shall not exceed [***].

          (c) In no event will the overall cumulative total for all Liquidated Damages paid by Vendor under this Section 14 exceed [***].

     SECTION 15. FORCE MAJEURE

          15.1 Excusable Delay. If the performance of this Agreement, or of any obligation hereunder is prevented, restricted or interfered with by reason of fires, labor disputes, embargoes, government ordinances, requirements or acts, civil or military authorities, acts of God or of the public enemy, acts or omissions of carriers 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 non-affected party, shall be excused from such performance on a day-for-day basis to the extent of such prevention, restriction, or interference (and the non-affected party shall likewise be excused from performance of its obligations on a day-for-day basis to the extent the non-affected 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.

          15.2 Notification. The party claiming the benefit of excusable delay hereunder shall (i) promptly notify the non-affected party of the circumstances creating the failure or delay and provide a statement of the impact of such party’s failure or delay and (ii) use reasonable efforts to avoid or remove such causes of nonperformance, excusable failure or delay.

     SECTION 16. WARRANTIES

          16.1 Products and Services Warranty. Vendor warrants that all Products and Services furnished under this Agreement will be free of Defects and Deficiencies and shall conform to the applicable portions of the Specifications (the “Products and Services Warranty”) during the applicable Warranty Period. Vendor’s obligations with respect to the Equipment and Services Warranty shall be to attempt first to repair or replace at no additional cost or expense to any Company, any Defective Products or correct any Deficient Services. If Vendor is unable to correct such Defects or Deficiencies, Vendor shall provide a credit or refund based on the original purchase price, and installation charges if installed by Vendor. The Warranty Period for all Products and Services repaired, replaced or corrected under the Products and Services Warranty shall be the longer of (i) [***]

Cricket Communications Proprietary and Confidential Information

from the date of successful Installation and Integration of the repaired or replacement Products or from the completion of the corrected Services, as applicable, and (ii) or the unexpired term of the Warranty Period relating to the Product or Service replaced or corrected.

          16.2 Return of Products. (a) For those Products not readily returnable by a Company, or where the applicable Company cannot readily remove and reinstall the Products without incurring significant work and expense, and where Vendor elects to repair or replace the Product, Vendor shall repair or replace the Product at the Company’s Site. In the event Vendor does the repair work at the Company’s Site, Vendor shall be responsible for replacement of cable and wire Products and for Site restoration.

          (b) If Vendor has elected to repair or replace a defective Product, and the Product is readily returnable by the applicable Company without incurring material work or expense, such Company shall remove and reinstall the Products and bear the shipping and transportation expense associated with returning such Product to Vendor. In the event of such product causes material work or expense, all shipping and transportation expenses associated with returning such Product to Vendor shall be borne by Vendor. Vendor shall also pay all shipping and transportation expenses associated with returning the repaired or replacing Product to the return destination designated by the Company. All repaired or replacement Products shall satisfy the Specifications.

          16.3 Warranty Claim Procedures. (a) If any Company claims a breach of the Products and Services Warranty, it shall notify Vendor of the claimed breach within a reasonable time after its determination that a breach has occurred. The Company shall allow Vendor a reasonable opportunity to inspect the Products, 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 the procedures described in Exhibit F.

          16.4 Technical Assistance. Vendor shall maintain a technical assistance center and shall have technical support available to the Companies in accordance with the requirements set forth in Exhibit F.

          16.5 Scope of Warranties. Unless otherwise stated herein, the Products and Services Warranty shall not apply to:

          16.5.1 defective conditions or nonconformities to the extent resulting from the following, if not consistent with applicable Specifications: unauthorized Company modifications, misuse, neglect, accident or abuse;

          16.5.2 any Products or Services damaged by accident or disaster, including without limitation, fire, flood, wind, water, lightning or power failure other

Cricket Communications Proprietary and Confidential Information

than to the extent that any such Products or Services should in accordance with the Specifications be able to withstand any such events; or

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

          16.5.4 Equipment which have had their serial numbers or months and year of manufacture removed or obliterated by any Company;

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

          16.7 Third Party Warranties. If Vendor purchases or subcontracts for the manufacture of any part of a System or Product 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 shall inure, to the extent assigned to the Companies pursuant to this Section 16 or permitted by law, to the benefit of the Companies, and each Company shall have the right, at its sole discretion, to enforce such warranties directly 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 Agreement.

          16.8 Additional Sites. In the event that under the remedy provisions of this Section 16 Vendor is required to provide additional Switch(es) or BTS’s requiring additional Sites, the applicable Company shall be responsible for all Site Acquisition.

          16.9 EXCLUSIVE REMEDIES. THE FOREGOING PRODUCT AND SERVICES WARRANTY AND REMEDIES ARE EXCLUSIVE FOR THE PURPOSES OF ANY BREACH BY VENDOR OF THE PRODUCTS AND SERVICES 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 PROVIDED HOWEVER THAT THE REMEDIES SET FORTH IN SECTIONS 14, 18 AND 22 SHALL NOT BE AFFECTED.

     SECTION 17. INSURANCE

     Vendor shall maintain insurance in accordance with the provisions set forth in Exhibit G. Vendor shall cause its insurance carrier(s) to provide Cricket with an annual certificate of insurance of such policy(ies), which shall name Cricket as an additional insured, and shall provide Cricket with at least thirty (30) days’ prior written notice of any suspension, reduction, or cancellation of coverage. Vendor shall notify Cricket at least thirty (30) days in advance of any material change in such insurance coverage including without limitation, any change in the insurance carrier(s).

Cricket Communications Proprietary and Confidential Information

     SECTION 18. INDEMNIFICATION AND LIMITATION OF LIABILITY

          18.1 Indemnity. Subject to Section 18.3, (i) Vendor agrees to indemnify, defend and hold harmless each Company and their respective directors, officers, employees, agents, successors and assigns, and (ii) Cricket agrees and shall cause each Company 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 the case of each of the foregoing clauses (i) and (ii), in connection with, or based on allegations of, any of the following:

	(a)		failure by the Person against whom indemnification is asserted to observe or perform any duties or obligations to Subcontractors or any third parties within the reasonable contemplation of this Agreement;
	(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 the Person against whom indemnification is asserted, its subcontractors or its or their respective employees, contractors, agents or representatives; provided that, no Company shall have any liability for any act or omission of Vendor or any Subcontractor, and Vendor shall have no liability for any act or omission of any Company;
	(c)		the damage, loss or destruction of any real or tangible personal property caused by the negligence, willful misconduct or strict liability of the Person against whom indemnification is asserted, its subcontractors or its or their respective employees, contractors, agents or representatives; provided that, no Company shall have any liability for any act or omission of Vendor or any Subcontractor, and Vendor shall have no liability for any act or omission of any Company;
	(d)		any claim, demand, charge, action, cause of action or other proceeding asserted against the Person seeking indemnification but arising out of or resulting from an act or omission of the Person against whom indemnification is asserted, its subcontractors or its or their respective employees, contractors, agents or representatives in its or their respective capacities as an employer; provided that, no Company shall have any liability for any act or omission of Vendor or any Subcontractor, and Vendor shall have no liability for any act or omission of any Company; and
	(e)		any breach or inaccuracy of any representation or warranty made by the Person against whom indemnification is asserted in or pursuant to this Agreement and any breach of any covenant or

Cricket Communications Proprietary and Confidential Information

agreement made by the Person against whom indemnification is asserted in or pursuant to this Agreement.

          18.2 Claim for Losses. If a Claim is to be made by a Person entitled to indemnification hereunder, the Person claiming such indemnification shall give a Claim Notice as soon as practicable after the Person entitled to indemnification has knowledge of any event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Person seeking indemnification shall relieve the Person against whom indemnification is sought from any obligation hereunder unless (and then solely to the extent) such Person is thereby materially and actually prejudiced. If any lawsuit or enforcement action is filed against any Person entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Person against whom indemnification is asserted as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The indemnifying Person 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 Person’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 Person claiming such indemnification (which may not be unreasonably withheld), unless such compromise or settlement (x) includes an unconditional release in form and substance reasonably satisfactory to the indemnified Person from all liability in respect of such Claim and (y) does not, in the reasonable judgment of the indemnified Person, impose any burden, restraint, cost, liability, duty or other obligation on or otherwise adversely affect or have the potential to adversely affect the Person claiming indemnification, in which event such written consent shall not be required. If the Person 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 Person claiming such indemnification against which such Claim has been asserted will (upon delivering notice to such effect) have the right to undertake, at the expense of the Person against whom indemnification is sought, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Person against whom indemnification is sought. In the event the Person claiming such indemnification assumes the defense of the Claim, such Person will keep the Person against whom indemnification is asserted reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying Person shall be liable for any settlement of any action effected pursuant to and in accordance with this Agreement and for any final judgment, and the Person against whom indemnification is asserted agrees to indemnify and hold harmless the Person claiming indemnification from and against any Losses by reason of such settlement or judgment.

          18.3 Limitation of Liability. The liability of each Company hereunder shall be several and not joint, and no Company shall have any liability for any acts, omissions, breaches or defaults by any other Company hereunder. In no event shall any Person, which includes both Cricket and Vendor, against whom indemnification is asserted be liable to the Person seeking indemnification for such Person’s special, indirect, incidental or consequential damages or lost profits or revenues.

Cricket Communications Proprietary and Confidential Information

     SECTION 19. REPRESENTATIONS AND WARRANTIES

          19.1 Representations and Warranties of Cricket. Cricket hereby represents and warrants to Vendor as follows:

          19.1.1 Due Organization. Cricket 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 Agreement makes such qualification necessary or required.

          19.1.2 Due Authorization; Binding Obligation. Cricket has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement by Cricket have been duly authorized by all necessary corporate action on the part of Cricket; this Agreement has been duly executed and delivered by Cricket and is the valid and binding obligation of Cricket 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.

          19.1.3 Non-Contravention. The execution, delivery and performance of this Agreement by Cricket 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 Cricket of any Applicable Law.

          19.2 Representations and Warranties of Vendor. Vendor hereby represents and warrants to Cricket as follows:

          19.2.1 Due Organization. Vendor is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Texas 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 Agreement makes such qualification necessary or required.

Cricket Communications Proprietary and Confidential Information

          19.2.2 Due Authorization; Binding Obligation. Vendor has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement by Vendor have been duly authorized by all necessary corporate action on the part of Vendor; this Agreement has been duly executed and delivered by Vendor and is the valid and binding obligation of Vendor 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.

          19.2.3 Non-Contravention. The execution, delivery and performance of this Agreement by Vendor 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 Vendor of any Applicable Law.

          19.2.4 Regulatory Approvals. 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 Agreement by Vendor have been obtained or shall be obtained in due course.

          19.2.5 Non-Infringement. To the best of Vendor’s knowledge after reasonable investigation, as of the 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 Vendor’s ability to perform its obligations under this Agreement.

          19.2.6 Requisite Knowledge. Vendor has all requisite knowledge, know-how, skill, expertise and experience to satisfy its obligations in accordance with the terms of this Agreement.

          19.2.7 Financial Capacity. 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 Agreement.

Cricket Communications Proprietary and Confidential Information

     SECTION 20. TITLE AND RISK OF LOSS

          Title and risk of loss to Equipment shall pass from Vendor to the Purchaser upon delivery of such Equipment to the Purchaser’s designated delivery location specified in the applicable Purchase Order or to Purchaser’s designated warehouse, provided that nothing in this Section shall relieve any Person from responsibility for loss or damage resulting from the acts or omissions of such Person, its employees or agents.

     SECTION 21. DISPUTE RESOLUTION

          21.1 Dispute Resolution. In the event any controversy, claim, dispute, difference or misunderstanding between Company, on the one hand, and Vendor, on the other, arises out of or relates to this Agreement, any term or condition hereof, any of the Work to be performed hereunder or in connection herewith, Vendor and Cricket 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 Vendor and Cricket, after written notice from either party. If the Vendor and Cricket 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, Vendor and Cricket 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 Person’s proposed resolution. Such position statement shall be delivered by Vendor to Cricket’s Chief Executive Officer and by Cricket to Vendor’s corresponding officer or representative for resolution within (5) Business Days, or such other time period mutually agreed to by Cricket and Vendor. To the extent any Company seeks to enforce its rights hereunder, it shall use the same procedures as set forth in this Section 21.1 for Cricket. In the event that any dispute, controversy or claim which may arise between the parties hereto in connection with this Agreement or any schedule or Exhibit attached hereto is not resolved within the time periods specified in this Section 21.1, each Party shall be entitled to pursue any and all remedies that are available to it at law or in equity.

          21.2 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 Company or Vendor from taking such action as such Company or Vendor may reasonably deem to be required to effectuate such tolling.

     SECTION 22. TERMINATION AND EVENTS OF DEFAULT

          22.1 Termination by Cricket. Cricket may, at its sole option, terminate this Agreement, in its entirety, for convenience upon thirty (30) days’ prior written notice at any time without any penalty or payment obligation, except as provided in Section 22.5 below.

Cricket Communications Proprietary and Confidential Information

Any Purchase Orders issued by any Purchaser 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. In the event of any termination of this Agreement by Cricket, no Company shall have any liability to Vendor for any future purchases or commitments.

          22.2 Vendor Events of Default. The following events each constitute a “Vendor Event of Default”:

          (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 violates any Applicable Laws or Applicable Permits which has a material adverse effect on the business, financial condition or operations of any Company or on any Products or Systems (“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 Cricket are being diligently pursued); or

          (f) Vendor assigns or subcontracts Work other than as provided for in this Agreement which could reasonably be expected to result in a Material Adverse Effect; or

          (g) Vendor misses any Guaranteed Substantial Completion Date or Commercial Launch date, due solely to non or delayed performance by Vendor, for any System by a period in excess of one hundred-fifty (150) days; provided that such failure to achieve such date was not caused by (i) a Force Majeure event or (ii) any act or omission of any Company; or

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

Cricket Communications Proprietary and Confidential Information

          22.3 Remedies. If any Vendor Event of Default exists, Cricket may, in addition to and without prejudice to any other rights or remedies of any Company in this Agreement or at law or in equity, do one or more of the following:

          (a) require Vendor, at no additional charge to any Company, to complete or assist others with the completion of all ordered but unfinished Work, including the sharing with Cricket all relevant engineering and design data, procurement data, manufacturing data, construction and erection data, start-up and testing data, materials, and Products that shall become part of such unfinished System or the specified Systems, which Vendor would otherwise have been required to deliver to a Purchaser pursuant to the terms of this Agreement but for the breach, under reasonably appropriate non-disclosure agreements; or

          (b) direct that Vendor assign its Subcontractor agreements to Cricket without any change of price or conditions therein or penalty or payment therefor.

     Unless otherwise specified herein, the remedies of Cricket and the other Companies contained in this Agreement are cumulative with one another and with any other remedies which they may have at law, in equity, under any agreements of any type, or otherwise, and the exercise or failure to exercise any remedy shall not preclude the exercise of that remedy at another time or of any other remedy at any time.

          22.4 Discontinuance of Work. Upon any notification of termination by Cricket, Vendor shall immediately discontinue all of the Work under all Purchase Orders (unless such notice of termination directs otherwise), and, as more fully set forth in Section 22.3, deliver to Cricket 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 pursuant to this Agreement. Furthermore, Vendor shall assign, assemble and deliver to Cricket all related purchase orders and Subcontractor agreements.

          22.5 Payments. If Cricket terminates this Agreement, Vendor shall not be entitled to receive further payment other than payments due and payable and for Work performed as of the date of termination under this Agreement and not subject to dispute prior to such termination (provided that any such disputed amounts shall be paid by such Purchaser when and if such dispute is in fact resolved). Notwithstanding anything herein to the contrary, such Purchaser may withhold payments, if any, to Vendor for the purposes of offset of amounts owed to such Purchaser pursuant to the terms of this Agreement until such time as the exact amount of damages due the Companies from Vendor is fully determined by a court of competent jurisdiction.

          22.6 Continuing Obligations. Termination of this Agreement for any reason (i) shall not relieve any Person of its obligations with respect to the confidentiality of the Proprietary Information as set forth in Section 24.18, (ii) shall not relieve any Person of any

Cricket Communications Proprietary and Confidential Information

obligation which applies to it and which expressly or by implication survives termination, and (iii) except as otherwise provided in any provision of this Agreement expressly limiting the liability of any Person, shall not relieve any Person of any obligations or liabilities for loss or damage to ay other Person arising out of or caused by acts or omissions of such Person 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.

          22.7 Vendor’s Right to Terminate. In addition to and without prejudice to any other rights or remedies of the Vendor in this Agreement or at law or in equity, Vendor shall have the option to terminate this Agreement 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 Agreement if:

          (a) Cricket (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 Cricket’s ability to perform its obligations under this Agreement; or

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

          (c) Cricket materially breaches any provision of this Agreement other than a breach to which Section 22.7(b) is applicable, and after Vendor having provided thirty (30) days’ prior written notice, such Company 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.

     SECTION 23. SUSPENSION

     Each Purchaser may at any time issue a Change Order to Vendor to suspend all or any part of the Work under any Purchase Order for such period of time as such Purchaser may reasonably determine to be appropriate. Any such Change Order shall be handled in accordance with the provisions of Section 9 hereof.

Cricket Communications Proprietary and Confidential Information

     SECTION 24. MISCELLANEOUS

          24.1 Amendments. The terms and conditions of this Agreement 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. Agreement amendments shall be signed by duly authorized representatives of each of Vendor and Cricket.

          24.2 Company 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 any Company, except as otherwise expressly provided in this Agreement.

          24.3 Offset. Vendor hereby waives any right of offset of amounts owed by any Company to Vendor pursuant to the terms of this Agreement.

          24.4 Assignment. Except as otherwise permitted herein, neither this Agreement nor any portion hereof may be assigned by Cricket or Vendor without the express prior written consent of the others. Cricket may, without the consent of Vendor or ProCo, collaterally assign its rights hereunder (including, but not limited to, all licenses with respect to the Software) to any or all parties providing financing for Cricket or any Affiliate of Cricket with the exception of financing provided by a Competitor of Vendor. If requested by Cricket, Vendor shall within seven (7) calendar days of such request provide a written consent to any such assignment. The foregoing rights and obligations are in addition to those set forth elsewhere in this Agreement. Any attempted assignment in violation of the terms of this Agreement shall be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of Cricket and Vendor, their successors and permitted assigns.

          24.5 Notices. Except as otherwise expressly stated herein, all notices, requests, demands and other communications which are required or may be given under this Agreement 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 Cricket or any Company:

Cricket Communications, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Cricket Communications Proprietary and Confidential Information

With a copy to:
Sr. Vice President, General Counsel
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

          If to Vendor:

Futurewei Technologies, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Contracts Department
Telephone: (▇▇▇)-▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)-▇▇▇-▇▇▇▇

By written notice provided pursuant to this subsection, Cricket, any Company and Vendor may change its designated addressee for purposes of giving notices under this Agreement.

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

          24.7 Remedies. Subject to Section 21 hereof, Cricket, ProCo, each other Company and Vendor shall be entitled to pursue any and all rights and remedies that are available to it at law or in equity.

          24.8 Consent to Jurisdiction. Vendor (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 Agreement 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 Agreement 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 Agreement 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

Cricket Communications Proprietary and Confidential Information

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. Vendor 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.

          24.9 Compliance with Law. Cricket, each Company and Vendor shall comply with all Applicable Laws in the performance of this Agreement.

          24.10 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 Agreement or as a limitation of the scope of the particular Section or subsection to which the title refers.

          24.11 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under such applicable law, but, if any provision of this Agreement shall be held to be prohibited or invalid in any jurisdiction, the remaining provisions of this Agreement 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.

          24.12 Waiver. Unless otherwise specifically provided by the terms of this Agreement, no delay or failure to exercise a right resulting from any breach of this Agreement 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. A waiver of any representation, warranty or covenant contained in this Agreement shall be limited to the particular breach so waived and not be deemed to waive any other breach under this Agreement.

          24.13 Public Statements and Advertising. (a) Neither Vendor nor any Company 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 System including the scope, the specific terms of this Agreement, extent or value of the Work or any System. Express written consent of Cricket is required prior to the invitation of or permission to any reporter or journalist to enter upon the System or any part thereof. Vendor agrees not to use for publicity purposes any photographs, drawings or materials describing any System without obtaining the prior written consent of Cricket, which consent shall not be unreasonably withheld. Cricket agrees not to use for publicity purposes any photographs, drawings or materials describing Vendor’s products and services without obtaining the prior written consent of Vendor, which consent shall not be unreasonably withheld, except that any Company may refer to Vendor as a provider of Products and Services to any Company in any public statement without Vendor’s consent. This subsection shall not prohibit the provision of necessary information to prospective Subcontractors and Vendor’s or any Company’s personnel, agents or consultants or other disclosures which are required by Applicable Law, including without limitation federal and state securities laws and regulations applicable to Vendor or any Company, or any Affiliate

Cricket Communications Proprietary and Confidential Information

thereof. All other such public disclosures by any Company or Vendor require the prior written consent of the other Person.

          (b) Cricket and Vendor shall submit to the other proposed copies of all advertising (other than public statements or press releases) wherein the name, trademark or service ▇▇▇▇ of the other Person or its Affiliates is mentioned; and neither any Company nor Vendor shall publish or use such advertising without the other Person’s prior written approval. Such approval shall be granted as promptly as possible and shall not be unreasonably withheld. Cricket and Vendor 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 Cricket or Vendor, Cricket 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 Cricket or Vendor.

          24.14 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 Cricket and Vendor mutually agree in advance in writing to revise the procedures. Procedures for communications among Cricket and Vendor are stated in the Exhibits. The procedures so established shall be followed throughout the course of the Work unless Cricket and Vendor mutually agree in advance and in writing to revise such procedure.

          24.15 Ownership of Specifications. The Specifications shall constitute the Proprietary Information of Cricket and Vendor to the extent of each such Person’s contribution to the Specifications. Neither Cricket nor Vendor shall use those parts of the Specifications contributed by the other Person or any part of the Proprietary Information of the other Person for any purpose other than fulfilling or exercising their respective rights or obligations under this Agreement.

          24.16 Financing Requirements. Vendor acknowledges that the attainment of financing for construction of Systems 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 Agreement required by such providers (including, without limitation, any pertinent industrial development authority or other similar governmental agency issuing bonds for financing of the System) which do not materially modify the scope of Vendor’s Work in order for any Company to obtain such financing. In the event that any such amendment or modification materially increases Vendor’s risk or costs hereunder, Cricket and Vendor shall negotiate in good faith to adjust pricing matters, and to equitably adjust such other provisions of this Agreement, if any, which may be affected thereby, to the extent necessary to reflect such increased risk or costs.

          24.17 Cricket Review, Comment and Approval. To the extent that various provisions of this Agreement provide for any Company’s review, comment, inspection, evaluation, recommendation or approval, Cricket may at its option do so in conjunction or

Cricket Communications Proprietary and Confidential Information

consultation with Vendor. To the extent that this Agreement requires any Company to submit, furnish, provide or deliver to Vendor any report, notice, Change Order, request or other items, Cricket may at its option and upon written notice to Vendor designate a representative to submit, furnish, provide or deliver such items as the Company’s agent therefor. To the extent that various provisions of this Agreement provide that any Company may order, direct or make requests with respect to performance of the Work or is provided access to the System sites or any other site, Cricket may at its option and upon written notice to Vendor authorize a representative to act as the Company’s agent therefor. Upon receipt of such notice, Vendor shall be entitled to rely upon such authorization until a superseding written notice from Cricket is received by Vendor.

          24.18 Confidentiality. (a) All information which is identified as proprietary or confidential by the disclosing Person, including without limitation all oral and written information (including, but not limited to, determinations or reports by arbitrators pursuant to the terms of this Agreement), disclosed to the other Person is deemed to be confidential, restricted and proprietary to the disclosing Person (hereinafter referred to as “Proprietary Information”). Cricket and Vendor agree to use the Proprietary Information received from the other Person only for the purpose of this Agreement. Except as specified in this Agreement, no other rights, and particularly licenses, to trademarks, inventions, copyrights, patents, or any other intellectual property rights are implied or granted under this Agreement 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 Agreement. The receiving Person 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 Person 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 Person in a secure place with access limited to only such of the receiving Person’s employees, subcontractors, third parties or agents who need access thereto to fulfill their duties in such capacity. All Proprietary Information, unless otherwise specified in writing (i) remains the property of the disclosing Person, (ii) shall be used by the receiving Person 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 Person or destroyed after the receiving Person’s need for it has expired or upon request of the disclosing Person, and, in any event, upon termination of this Agreement. At the request of the disclosing Person, the receiving Person shall furnish a certificate of an officer of the receiving Person certifying that Proprietary Information not returned to disclosing Person 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 Person at the time of any claimed disclosure or unauthorized use by the receiving Person;

Cricket Communications Proprietary and Confidential Information

	(ii)		prior to disclosure pursuant to this Agreement is properly within the possession of the receiving Person as evidenced by reasonable documentation to the extent applicable;
	(iii)		subsequent to disclosure pursuant to this Agreement 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 Person or is otherwise received through parties who have not had, either directly or indirectly, access to or knowledge of such Proprietary Information;
	(v)		is transmitted to the receiving Person after the disclosing Person has received written notice from the receiving Person after termination or expiration of this Agreement 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 Person required to disclose the information provides the other Person with prior notice of such order or requirement and its cooperation to the extent reasonable in preserving its confidentiality; or
	(vii)		the disclosing Person agrees in writing is free of such restrictions.

          (b) Notwithstanding anything herein to the contrary, any Company may disclose the Proprietary information of Vendor to any other Company.

          (c) Notwithstanding anything herein to the contrary, Cricket or its Affiliates may disclose the Proprietary information of Vendor (i) in connection with any rule, regulation or requirement of or filing with the Securities and Exchange Commission, any exchange, market or other entity on or through which any of Cricket’s or any of its Affiliates’ securities are or are proposed to be traded; or (ii) to financial institutions and insurance companies to the extent necessary or desirable for Cricket or any Affiliate to obtain or maintain financing or insurance. This subsection shall not prohibit the provision of necessary information to prospective Subcontractors and Vendor’s or any Company’s personnel, agents or consultants or other disclosures which are required by Applicable Law, including without limitation federal and state securities laws and regulations applicable to Vendor or any Company, or any Affiliate thereof. All other such public disclosures by any Company or Vendor require the prior written consent of the other Person.

          (d) Because damages may be difficult to ascertain, Cricket and Vendor agree, without limiting any other rights and remedies specified herein, an injunction may be sought against the Person who has breached or threatened to breach this subsection. Cricket and Vendor each represents and warrants that it has the right to disclose all Proprietary

Cricket Communications Proprietary and Confidential Information

Information which it has disclosed to the other Person pursuant to this Agreement, and Cricket and Vendor each agrees to indemnify and hold harmless the other Person from all claims by a third party related to the wrongful disclosure by the Person against who indemnification is sought of such third party’s proprietary information.

          24.19 Entirety of Agreement; No Oral Change. This Agreement and the Specifications and Exhibits hereto constitute the entire contract between Cricket and Vendor with respect to the subject matter hereof, and supersede all proposals, oral or written, all previous negotiations, and all other communications between Cricket and Vendor with respect to the subject matter hereof. No modifications, alterations or waivers of any provisions herein contained shall be binding on an Cricket and Vendor unless evidenced in writing signed by duly authorized representatives of such Cricket and Vendor as set forth in this Agreement.

          24.20 Relationship of the Parties. Nothing in this Agreement shall be deemed to constitute any Company as a partner, agent or legal representative of Vendor, or Vendor as a partner, agent or legal representative of any Company or to create any fiduciary relationship between any Company and Vendor. Vendor is and shall remain an independent contractor in the performance of this Agreement, maintaining complete control of its personnel, workers, Subcontractors and operations required for performance of the Work. This Agreement shall not be construed to create any relationship, contractual or otherwise, between any Company and any Subcontractor, except to establish Cricket as a third party beneficiary of Vendor’s contacts with Subcontractors as provided herein. Each Company is an intended third party beneficiary of all of Vendor’s covenants and obligations hereunder and all rights of Cricket and/or the Companies hereunder.

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

          24.22 Non-Recourse. Other than Cricket, no past, present or future limited or general partner in any Company, no parent or other affiliate of any Company, and no officer, employee, servant, executive, director, agent or authorized representative of any of them (each, an “Operative”) shall be liable by virtue of any direct or indirect ownership interest or other relationship for payments due under this Agreement or for the performance of any obligation, or breach of any representation or warranty made by Cricket hereunder. The sole recourse of Vendor for satisfaction of the obligations of Cricket under this Agreement shall be against Cricket and Cricket’s assets, and in each case not against any other Operative or any assets or property of any such Operative, except as otherwise expressly provided herein. 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 Cricket.

          24.23 Improvements, Inventions and Innovations. All rights in any improvements, inventions, and innovations made solely by any Company or Companies

Cricket Communications Proprietary and Confidential Information

shall vest in such Companies, and such Companies 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 Vendor and any Company(ies) (“Joint Information”) shall vest jointly in Vendor and such Company(ies). Joint Information does not include any underlying information owned by any Company or Vendor 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 the Companies or Vendor. 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 Company and Vendor may exploit its rights to the Joint Information independent of the other and may retain all economic benefits thereof, no Company nor Vendor shall have any obligation to account to the other for profits derived from the Joint Information and each Company and Vendor shall have full rights to enforce the Joint Information intellectual property rights against non-authorized users.

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

          24.25 Conflicts. In the event of any conflict or inconsistency among the provisions of the main body of this Agreement and the Exhibits and other documents attached hereto and incorporated herein, such conflict or inconsistency shall be resolved by giving precedence to the main body of this Agreement first, and thereafter to the Exhibits and Specifications.

          24.26 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 Agreement, 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 Cricket. However, no provision of any reference, standard, specification, manual or code (whether or not specifically incorporated by reference in this Agreement) shall be effective to change the duties and responsibilities of any party from those set forth in this Agreement; provided that nothing contained in this Agreement shall require any Company or Vendor to violate then existing and enforceable Applicable Laws.

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

          24.28 Cooperation. Vendor acknowledges that the Companies may have one or more third party vendors, contractors and other personnel engaged to provide work,

Cricket Communications Proprietary and Confidential Information

equipment or services in connection with or related to this Agreement. Vendor agrees to reasonably communicate and cooperate with such third parties at all times and, at the request of any Company, coordinate Vendor’s and Vendor’s Subcontractors’ activities hereunder with the activities of such third parties.

          24.29 Survival. Notwithstanding any expiration or termination of this Agreement, the provisions of Sections 1, 2.4, 2.5, 4.8, 5.1(b), 10, 11, 12, 13, 16, 18, 24.18 and 24.23 and any other provisions that based on their content are intended to survive shall continue in full force and effect.

Cricket Communications Proprietary and Confidential Information

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

VENDOR:
FUTUREWEI TECHNOLOGIES, INC.,
a Texas corporation
By:		/s/ Hu Hou Kun
		Name: Hu Hou Kun
		Title: President
CRICKET:
CRICKET COMMUNICATIONS, INC.,
a Delaware corporation
By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
		Name: ▇▇▇▇▇ ▇▇▇▇▇▇
		Title: EVP & CTO

Cricket Communications Proprietary and Confidential Information

Exhibit A

SCOPE OF WORK

Cricket Communications Proprietary and Confidential Information

Table of Content

I. SCOPE OF WORK			3
II. INSTALLATION AND COMMISSIONING			5
III. ACCEPTANCE TESTING AND HANDOVER			8
IV. APPENDIX A			10-22
V. APPENDIX B			23-26
VI. APPENDIX C			26
VII. APPENDIX D			26
VIII. APPENDIX E			27
VIII. APPENDIX F			27

Cricket Communications Proprietary and Confidential Information

In the event of any conflict or inconsistency between the terms of the Amended and Restated System Equipment Purchase Agreement and this exhibit, such conflict or inconsistency shall be resolved by giving precedence to the Agreement.

I. SCOPE OF WORK

1.

PURPOSE

The purpose of this document is to state the requirements from customer (Owner) and vendor (Vendor) for the implementation and commercial launch of new Markets.

This Scope of Work (SOW) sets forth the terms and conditions under which Vendor shall supply/perform all tasks specified in the SOW hereto under the terms and conditions of this agreement as follows.

	•		Vendor shall design, engineer, and supply all specified tasks to meet the requirements as stipulated in the contract.
	•		Both Owner and Vendor have the right to request written clarification on the SOW and such requests must be in writing with one calendar week response time from date of receipt.

2.

SCOPE

The SOW shall meet the Owner contractual requirements listed below.

The following specifies Vendor engineering, delivery and installation services at all Owner project Sites in the new Markets.

2.1 Engineering Services

Vendor engineers will perform surveys on the central office Sites(Switch room only) as it pertains to its own equipment and provide Owner with drawings. Owner will provide Vendor, for Site surveys, the Site specific installation details, Equipment layouts; cable runs and Equipment inter-connect drawings as part of the Site drawings.

Vendor engineers will document any/all special requirements by Owner in the Vendor Engineering Memorandum for signature by Owner.

Cricket Communications Proprietary and Confidential Information

Vendor will perform Site inspections subject to Owner approval on the Installation Environment Check List. (See Exhibit L)

The survey documentation will include but may not be limited to the following.

•		Drawings for cabinet installation locations or placements
•		Lists of cabinets types and interfaces to include connectors
•		Cable lengths and specifications
•		Grounding requirements
•		Earthquake bracing
•		Earthquake cable requirements (if required)

2.2

Installation and Delivery Services

A. Vendor Responsibilities

	•		Vendor will provide Equipment and will also be responsible for delivery of all Products to Purchaser’s initial specified location, Purchaser shall provide detailed location address to Vendor before shipment, the Equipment shall be distributed to such Purchaser’s initial location at Vendor’s cost; if such initial specified location is Purchaser’s designed warehouse, Purchaser will be responsible for the delivery from warehouse to installation site; if such initial specified location is the final installation Site, site must be ready to receive the Equipment within 30 days after such Equipment arrive at Vendor’s warehouse, if the Site can not be ready within 30 days, those Equipment will be delivered to Purchaser’s designated warehouse at vendor’s cost, the corresponding cost and expense for the transportation from Purchaser’s warehouse to the specified location for such delivery shall be born by Purchaser.
	•		Vendor will provide all materials for the installation of Vendor supplied Equipment unless otherwise specified in the attached responsibility matrix.
	•		Vendor will perform work in accordance with applicable government and industry safety codes.
	•		Vendor and its Subcontractors will maintain the immediate work area in a clean and safe manner. The immediate work area shall be kept free of all loose materials such as cartons, tie-wraps, etc. and cleaned at the end of each work day and all Equipment shall be vacuum-dusted; floors cleaned and extraneous or excess items removed following each installation.

Cricket Communications Proprietary and Confidential Information

	•		Damaged or faulty Equipment, Spare Parts, and replacement parts are the responsibility of Vendor during the installation and delivery period.
	•		Vendor will provide Spare Parts on Sites for all non-redundant System Cards during the installation and delivery period.
	•		Third-party deliverables are the responsibility of Vendor.
	•		Vendor shall obtain approval from Owner in the form of a MOP (method of procedure) before removing or returning to service any System Element in a live System or making any changes to Software parameters or System data in a live system.

B. Owner Responsibilities

	•		Owner will be billed at cost for any special heavy Equipment requirements (i.e. cranes) to locate Equipment to Sites.
	•		Any variations from the standards/plans used for installation of Equipment shall require prior written approval by Owner.
	•		Owner will provide such approval on a timely basis, not to exceed twentyfour (24) hours for any variations in approved plans and use of special heavy Equipment.
	•		Owner will provide the locations and addresses for all Sites
	•		Owner will provide access to all Sites as required. Delays due to the inability of Vendor to gain Site access due solely to Owner’s fault will be the responsibility of Owner.
	•		All documentation under Owner control that is deemed necessary by Vendor to meet deliverables must be made available to the Vendor Project Manager and ensure the correct document deliver to the Vendor( e.g. CDC)
	•		Owner will provide good preparation to all Sites as schedule required. Delays due to the inability of Vendor to gain good site preparation due solely to Owner’s fault will be the responsibility of Owner.
	•

II. INSTALLATION AND INTEGRATION

A. Vendor Responsibilities

Cricket Communications Proprietary and Confidential Information

1.

Installation Planning

Vendor will be responsible for the installation procedures and skill sets required for the project. Vendor will prepare Site-specific installation, test and acceptance documents, including rollback procedures, and conduct review with Owner prior to installation to get Owner approval. Vendor shall perform all integration of Vendor Equipment into the System with the support from Owner.

2.

Equipment Installation

Equipment installation must follow the instructions in the Vendor Installation Manual of each Product.

Vendor or its Subcontractor will perform the mounting/assembling Equipment in a pre-provisioned Owner Equipment area. Activities include but are not limited to; adding top supports to the bays of existing superstructures, floor-mounted bottom supports for Equipment bays, and all cabling including power and ground leads for “A” and “B” feeds to the power distribution bay and other requirements as listed in the “Diagram of Responsibilities” schematics in Appendix A.

A Shut-Down report is required by a Vendor Engineering Supervisor and Owner representative in the event work or installations must be stopped for any reason.

3.

Equipment Test

Vendor will verify continuity on all external cabling, prepare unit level test document, verify power and load test / commission data and perform commissioning tests in accordance to Vendor technical documentation and Exhibit V.

4.

Software Commissioning

The Vendor software engineer loads and sets Software parameters in accordance with the Vendor “Data Setting Standard Deployment Commissioning Guide” and engineering document.

The Vendor software commissioning engineer must complete a “Cargo Problem Feedback Form” for any faulty or replacement boards and deliver to the Spare Parts manager.

The Vendor engineering supervisor must make the appropriate modifications or corrections to faulty or inaccurate data in the Engineering Document.

Cricket Communications Proprietary and Confidential Information

5.

System Integration

The integration plan must be jointly developed and approved by Vendor and Owner prior to execution and includes inter-working of all interfaces as well as review and evaluation of antenna sweep information from Owner. (Reference Appendix A. items 20.1 to 21.4)

6.

Shakedown Testing

The shake down test will be conducted during the site integration period, before the network commercial launch. The shake down test contents PN verification, NB verification, basic call testing (M-M, M-L, and ▇-▇) and softer/soft handover.

B. Owner Responsibilities

1.

RF Design & Optimization

Owner shall be responsible for all Network Planning, Cluster Testing, and Network Optimization.

Owner shall provide completed Network Planning which includes the sites design and configuration. The final design shall be reviewed and agreed by both Owner and Vendor before the network deployment and installation.

The specific items to complete the final design are as follows:

	•		Link Budget Analysis
	•		CW Testing
	•		Model Tuning
	•		Site plan
	•		PN plan
	•		Neighbor list
	•		Site Parameter plan (i.e. Datafill)
	•		Coverage plots
	•		Traffic plan
	•		CDMA analysis
	•		Interference Analysis
	•		conduct the 911 test call during the shakedown testing or other determined time.

On completion of Site construction and integration of BTS Equipment into the System, Optimization Services shall be provided to fine tune operating parameters and maximize System performance metrics by the Owner.

Cricket Communications Proprietary and Confidential Information

2.

General RF Engineering Requirements

All RF engineering and Network Planning must be provided using the latest computer modeling and simulation techniques and meet coverage and capacity requirements, service quality metrics and Equipment configuration, antenna, cable/feeder, and other hardware requirements and Software parameters as specified in Appendix A sections 6 and 7.

•

3. Owner should provide all requirement specification for the installation, Any variations from the standards/plans used for installation of Equipment shall require prior written approval by Vendor.

III. FINAL TURN UP AND ACCEPTANCE

This section outlines and broadly defines certain acceptance testing tasks, Site clean up requirements, preparation of acceptance documentation, and completion of other outstanding issues, if any, for handover to the Owner.

Vendor engineers and supervisors will work toward resolving any outstanding problems identified as well as corresponding schedule deadlines to include documentation of same in the “Vendor Engineering Memo.” A method of procedure (MOP) document for the turn up of Vendor System will also be jointly developed between Vendor and Owner.

All acceptance test data collected will be provided to Owner engineers for review and analysis. The Vendor supervisor will present the “Equipment Installation Report” and “Certification of Substantial Acceptance” to Owner in a final report within 7 working days of the completion of testing in accordance with Exhibit V.

1. Turn up Criteria

The Vendor System must demonstrate stable operation without Impairment in all three markets during commissioning without antennas or feeders prior to completing final acceptance. Availability of circuits/facilities (T1’s) shall be discussed with Owner.

Cricket Communications Proprietary and Confidential Information

Signaling Point Codes (SPC) are required by the Vendor Softswitch to complete commissioning and integration of external and ancillary System Elements. Owner will be responsible to provide all signaling point codes.

Irrespective of the System stability period, a System Element must operate error/fault-free for 14 consecutive days following turn up and satisfy acceptance requirements in Exhibit V before it becomes eligible for acceptance by the Owner.

Owner RF engineers shall perform post network launch testing to verify sites configuration and dataill in all markets.

2. Project Reporting and Reviews

Vendor and Owner will jointly report on and review project status and conduct meetings as required. Vendor will create, distribute and maintain a weekly action register for all open action items and current project status.

3. Quality Assessment and Inspection

Quality inspections of workmanship are mandatory and must be conducted throughout Installation. A Vendor-accredited quality auditor will perform audits and provide assessment reports listing any defects and non-compliance. All the defects and non-compliance must be corrected to meet the quality standard. A Vendor quality report must be made available upon request. (Reference Appendix C.)

4. Owner Responsibilities

	•		Owner will make maintenance personnel available on Site as required to resolve any problems during installation and commissioning.
	•		Vendor and Owner will jointly determine engineering documentation changes as required and sign off on any corresponding design changes.
	•		All Site locations shall be a safe working environment for all personnel
	•		Provide all DC and AC power requirements.
	•		T1 facilities and transmission plan shall be provided for all Sites.

Cricket Communications Proprietary and Confidential Information

	•		T1 transmission shall be error free for all phases of work and operations.
	•		Adequate grounding shall be provided as defined in Exhibit L.
	•		All antennas and feeders shall be in working order as specified in Appendix E.
	•		The Network Planning and Optimization performing.
	•		Ensure placement of Vendor supplied Plenum at each Site prior to installation. (Reference Appendix D.)
	•		24 hour security and access must be provided to Vendor and all approved Subcontractors. Any restrictions need to be defined and agreed upon before any work proceeds.

5. Vendor Responsibilities

	•		Vendor personnel and Subcontractors shall follow all agreed upon methods of procedure throughout project implementation.
	•		Required insurance coverage will be provided.
	•		Provide tools for equipment installation, exclude the RF Tools.

Appendix A

Division of Responsibility Matrix

						Provided by
No.				Item		VENDOR		OWNER
	1			Site Survey
	1.1			Identify Test Facility, MSC & Gateway MSC Sites, Site address, longitude / latitude coordinates.				Y
	1.2			Test Facility, MSC and Gateway MSC Site requirements and evaluation of proposed Sites		Y
	1.3			Site Compliance with Government Regulation/Approval				Y
	1.4			Provide existing Site drawings in electronic format.				Y
	1.5			Provide access to Sites as required				Y
	1.6			Perform Site survey and prepare Site survey reports/drawings( Switch room only)		Y		Y
	1.7			Define technical System requirements for Sites		Y

Cricket Communications Proprietary and Confidential Information

10 OF 26 PAGES

						Provided by
No.				Item		VENDOR		OWNER
	1.8			Provide Site Specification requirements for size, floor loading, raised-floor needs, floor material, physical & operational enclosure requirements, cooling, air-conditioning, grounding & utility/emergency power needs		Y
	1.9			Provide Equipment layout plan for Vendor offered Equipment including cabling, racks, grounding and termination(Switch room only)		Y
	1.10			Provide Equipment loading requirements		Y
	1.11			Floor Loading assessment				Y
	1.12			Approve completed Equipment layout plan.				Y
	2			SITE ENGINEERING
	2.1			Define technical System requirements for Sites		Y
	2.2			Design Vendor Equipment components and rack layout		Y
	2.3			Specify power and cabling requirements for Vendor Equipment		Y
	2.4			Design System Element termination’s		Y
	2.5			Verify and finalize the engineered Site design		Y
	2.6			Approve engineered Site design and variance (if any)				Y
	2.7			Preparation of Owner ODF / DDF with sufficient available ports.				Y
	3			SITE PREPARATION & CONSTRUCTION
	3.1			Site preparation/construction of Equipment room as per the engineering requirements as schedule required. Note: Prior to commencement of any installation by Owner or its designated subcontractors, the Site shall be suitably prepared to allow works to progress in a controlled, safe and secure manner.				Y
	3.2			Install raised Floor (if required) as per specification				Y
	3.3			Install false ceiling (if required)				Y
	3.4			Supply and install grounding from Grounding Rod to the distributed Main Ground Window/Bar				Y
	3.5			Install grounding from Owner distributed Main Ground Window/Bar to Vendor supplied Equipment		Y		Y
	3.6			Provide DC battery backup for Vendor supplied Equipment.(BTS Only)		Y
	3.7			Provide Commercial AC and install AC Power panel within Vendor supplied Equipment locations				Y
	3.8			Provide DC Power for all DC-based Vendor supplied Equipment				Y
	3.9			Provide Uninterrupted Power System (UPS) for AC-based Vendor supplied Equipment.				Y
	3.10			Cable and connections from AC Power Panel to Vendor Equipment				Y
	3.11			Install cable rack/ladder for Vendor Power and Feeder Cables				Y
	3.12			Assemble and install fiber protection duct work to Vendor Equipment location.				Y
	3.13			Open and close existing cable holes and slots and provide new cable holes (if necessary)				Y

Cricket Communications Proprietary and Confidential Information

11 OF 26 PAGES

						Provided by
No.				Item		VENDOR		OWNER
	3.14			Install air conditioning				Y
	3.15			Site Physical Security (fence, security guards, etc.)				Y
	3.16			Supply basic facilities e.g. lights, power, water, sanitary, telephone connection in Sites.				Y
	3.17			Provide all environmental alarms, sensors and alarm connecting points(Switch site)				Y
	3.18			Connect alarms to Vendor alarm panel (Switch Site)		Y
	3.18			Provide and install DSX/NIU Equipment in the transmission room for T1/T3 interconnection				Y
	3.19			Note: All necessary power supply and grounding provisions for the Equipment shall be fully commissioned and operational. Such provisions may include distribution networks and appropriate protection devices (fuses, breakers, surge/lightning protection, etc. All signal and circuit protective earthing and lightning protection shall be installed and available. All necessary containment for cable and fiber (cable ladder, cable tray, trunking, baskets, fiber guides, conduits, etc.) shall be installed as required. All necessary cable penetrations through walls, soffits, risers, etc. shall be formed. In addition, all cut-outs and trims required in floor tiles shall be complete. Review and approval prior to installation. This includes any associated civil / structural works as needed to accommodate the Equipment on Site.				Y
	4			STAGING
	4.1			Secure suitable staging location in market area		Y
	4.2			Store Equipment in staging warehouse for maximum 30days		Y		Y
	5			PERMITS & LICENSING
	5.1			Determine Transmission requirements & the frequency band permits from regulatory agency				Y
	5.2			Obtain Import License or permits		Y
	5.3			Obtain US Export Control Approvals		Y
	5.4			Obtain all frequency and operating permits and clearances from regulatory approvals (all operating areas)				Y
	5.5			Obtain all government permits and clearances				Y
	5.6			Approved Frequency Plan and license				Y
	5.7			Obtain required Spectrum approvals				Y
	5.8			Spectrum Clearance				Y
	5.9			Spectrum availability				Y
	5.10			Obtain all licenses for testing the System before launch				Y
	5.11			Obtain clearance for PSTN interconnect				Y
	5.12			Obtain all environmental permits and clearances				Y
	5.13			Obtain aviation/height permits and clearance for tower heights				Y

Cricket Communications Proprietary and Confidential Information

12 OF 26 PAGES

						Provided by
No.				Item		VENDOR		OWNER
	5.14			Compliance with local Labor Safety and Health law and its regulated regulations		Y
	5.15			Vendor Equipment compliance with US requirements.		Y
	6			NETWORK PLANNING
	6.1			Identify Network Planning requirements including Access and Backhaul network, Data network and OMP network and design				Y
	6.2			Provide complete detailed documentation on any of Owner’s existing services/infrastructure that may impact/involve the current deployment.				Y
	6.3			Provide skilled engineers familiar in Owner’s current and proposed System infrastructure to assist with technical queries and questions relevant to the project.				Y
	6.4			Provide information on the forecast demand for services				Y
	6.5			Define proposed service offerings				Y
	6.6			Capacity planning and growth forecast for inputs into System and element sizing				Y
	6.7			Detailed requirements and services definition				Y
	6.8			Provide design guidelines for the System				Y
	6.9			Provide Network Configuration				Y
	6.10			Develop/Provide interface to ALL support systems (Billing Management System, SMS, Provisioning, etc.)		Y		Y
	6.11			Provide information on System security policy
	6.12			Design of security policy on supplied firewalls				Y
	6.13			Provide IP VPN and ATM/FR network designs where applicable				Y
	6.14			Provide design of System management and support system				Y
	6.15			Provide IP addressing block and its design				Y
	6.16			IP design and addressing plan				Y
	6.17			ATM Addressing Plan, if any				Y
	6.18			Design of System Elements naming conventions				Y
	6.19			Third Party Interconnect agreements and support systems.				Y
	6.20			IP routing policy study (based on Interconnect agreement)				Y
	6.21			Provide IP routing design				Y
	6.22			Approval of Network Planning				Y
	6.23			Provide Network Planning documentation				Y
	6.24			Conduct engineering review				Y
	6.25			Provide the necessary capacities per Owner’s Network Planning				Y
	7			RF PLANNING AND DESIGN
	7.1			Define Site location-coordinates, ground level (meters at level), building/poles and guides height.				Y

Cricket Communications Proprietary and Confidential Information

13 OF 26 PAGES

						Provided by
No.				Item		VENDOR		OWNER
	7.2			Antenna specifications including: type, height (meters above ground level), direction, sectorization and electrical tilt				Y
	7.3			Specify the signal requirements for coverage				Y
	7.4			Forecast traffic demand and location for service				Y
	7.5			Define coverage objectives				Y
	7.6			Specify the signal requirements for coverage (indoor and outdoor)				Y
	7.7			Preliminary and Final RF design				Y
	7.8			Provide the RF Network Planning reports which includes the base station drawing and Site configuration				Y
	7.9			Provide the preliminary design and final network planning				Y
	7.10			Prepare the RF system parameter datafill				Y
	7.11			Submit RF design & coverage plots				Y
	7.12			Specify transmitter Output power				Y
	7.13			Generate the traffic data				Y
	7.14			Plotting of composite coverage				Y
	7.15			Bandwidth filters if necessary				Y
	7.16			Antenna system sweep test				Y
	8			Preparation Activities
	8.1			All Site acquisition / lease / Site construction required for Equipment installation.				Y
	8.2			Obtain carrier license and establish relations with other carriers for sharing facilities including negotiation				Y
	9.1.0			Equipment Supply
	9.1.1			Agree on ▇▇▇▇ Of Quantity (BOQ)				Y
	9.1.2			Raise Purchase Order				Y
	9.1.3			NSS, BSC/PCF, BTS, battery Equipment(BTS)		Y
	9.1.4			DC power distribution cabinet				Y
	9.1.5			DC power Equipment				Y
	9.1.6			AC distribution plate				Y
	9.1.7			Generator				Y
	9.1.8			DSX				Y
	9.1.9			Air conditioner				Y
	9.1.10			Raised floor (or Cable tray)				Y
	9.1.11			Grounding plate				Y
	9.1.12			Desks for the OMC				Y
	9.1.13			Feeder window				Y
	9.1.14			Battery(Switch room)				Y
	9.1.15			Inverter (or UPS)				Y
	9.1.16			GPS antenna System		Y
	9.2.0			Digital Trunk Cables & Optical Cable
	9.2.1			T1/T3 digital trunk cables between the BSC Equipment and the DSX.		Y
	9.2.2			Connectors on the side of BSC Equipment		Y

Cricket Communications Proprietary and Confidential Information

14 OF 26 PAGES

						Provided by
No.				Item		VENDOR		OWNER
	9.2.3			Connectors on the side of the DSX panel				Y
	9.2.4			100 Ohm digital trunk cables between the DSX and transmission Equipment				Y
	9.2.5			Connectors on side of transmission Equipment				Y
	9.2.6			Internal cables and connectors between the BSC Equipment and the NSS Equipment		Y
	9.3.0			Power Cable
	9.3.1			DC power cable between the DC power Equipment and DC power distribution cabinet				Y
	9.3.2			Connectors on the side of the DC power Equipment				Y
	9.3.3			Connectors on the side of the DC power distribution cabinet				Y
	9.3.4			AC power cable between the AC distribution plate and the DC power Equipment				Y
	9.3.5			Connectors on the side of the AC distribution plate				Y
	9.3.6			DC power cable between the DC distribution cabinet and BSC/MSC Equipment		Y
	9.3.7			AC surge protector				Y
	9.4.0			Protective Grounding Cable
	9.4.1			Protective grounding cable between the DC power Equipment and the grounding plate				Y
	9.4.2			Connectors on the side of the grounding plate				Y
	9.4.3			Protective grounding cable between the DC power distribution cabinet and the grounding plate				Y
	9.4.4			Protective grounding cable between the DSX and the grounding plate				Y
	9.4.5			Protective grounding cable between the BSC/MSC Equipment and the grounding plate		Y
	9.5.0			OMC Cables		Y
	9.6.0			Air Conditioner				Y
	10.1.0			Installation Materials
	10.1.1			BTS/Outdoor Battery Equipment		Y
	10.1.2			BTS/Outdoor Battery cabinet Cement platform				Y
	10.1.3			AC distribution plate				Y
	10.1.4			Antenna				Y
	10.1.5			Tower				Y
	10.1.6			Grounding plate (outdoor))				Y
	10.1.7			Generator				Y
	10.1.8			Transmission Equipment				Y
	10.1.9			GPS antenna System		Y
	10.2.0			Digital Trunk Cables
	10.2.1			T1/T3 digital trunk cables between the BTS Equipment and Transmission Equipment.		Y
	10.2.2			Connectors on the side of the BTS Equipment		Y
	10.2.3			Connectors on the side of the Transmission Equipment				Y
	10.3.0			Power Cable
	10.3.1			AC power cable between the AC distribution plate and the outdoor BTS Equipment				Y

Cricket Communications Proprietary and Confidential Information

15 OF 26 PAGES

						Provided by
No.				Item		VENDOR		OWNER
	10.3.2			Connectors on the side of the AC distribution plate				Y
	10.3.3			DC power cable between BTS and Outdoor Battery cabinet		Y
	10.3.4			Connector on the both side of the BTS and Outdoor Battery cabinet		Y
	10.3.5			AC surge protector				Y
	10.4.0			Protective Grounding Cable
	10.4.1			Protective grounding cable between the feeder and the grounding plate (outdoor))				Y
	10.4.2			Protective grounding cable between the BTS Equipment and the grounding plate (outdoor))		Y
	10.4.3			Connectors on the side of the BTS/Outdoor Battery Equipment		Y
	10.4.4			Connectors on the side of the grounding plate (outdoor))				Y
	10.5.0			Feeder
	10.5.1			Feeder between the BTS Equipment and the antenna				Y
	10.5.2			Jumper between coax and antenna w/connectors				Y
	10.5.3			Jumper between coax and BTS w/connectors		Y
	10.6.0			Tower
	10.6.1			Feeder ladder				Y
	10.6.2			Antenna support				Y
	10.6.3			Lightning rod				Y
	10.7.0			Cable Tray
	10.7.1			Outdoor cable tray				Y
	11.0.0			SHIPMENT AND IMPORTATION
	11.1.1			Delivery of Equipment and Software of all System Elements/Equipment required to provide the functionality specified		Y
	11.1.2			Delivery of Tools/Test Equipment and Documentation		Y
	11.1.3			Insurance		Y
	11.1.4			Determine Equipment requirements for each Site and provide Equipment List to Owner		Y
	11.1.5			Ship contracted Equipment and Software		Y
	11.1.6			Ship installation tools and test Equipment		Y
	11.1.7			Ship to warehouse in designated market (Pay freight charges and Insurance coverage)		Y
	11.1.8			Clear Equipment from customs and pay custom duties and handling charges		Y
	11.1.9			Deliver Vendor material to Owner Specified sites		Y
	11.1.10			Obtain special installation permits e.g. crane, street blocking etc.				Y
	11.1.11			Pay for required hoisting of Equipment to Sites, if required				Y
	11.1.12			Handle miss-shipments, faulty Equipment and shortages		Y
	12.0.0			Site Engineering
	12.1.1			Define technical System requirements for Sites		Y
	12.1.2			Design Equipment components and rack layout		Y
	12.1.3			Specify power and cabling requirements for Equipment		Y
	12.1.4			Design Equipment termination’s		Y
	12.1.5			Verify and finalize the engineered Site design(Switch room only)		Y

Cricket Communications Proprietary and Confidential Information

16 OF 26 PAGES

						Provided by
No.				Item		VENDOR		OWNER
	12.1.6			Approve engineered Site design and variance (if any)				Y
	12.1.7			Assign places to fix the BTS/outdoor battery Equipment racks				Y
	12.1.8			BTS/outdoor Battery Equipment racks		Y
	12.1.9			AC / DC distribution plate				Y
	12.1.10			Antennas				Y
	12.1.11			Tower				Y
	12.1.12			Grounding plate (outdoor)				Y
	12.1.13			Generator				Y
	12.1.14			Transmission Equipment				Y
	12.1.15			GPS antenna System		Y
	12.2			Digital Trunk Cables
	12.2.1			T1/T3 digital trunk cables between the BTS Equipment and Transmission Equipment.		Y
	12.2.2			Connectors on the side of the BTS Equipment		Y
	12.2.3			Connectors on the side of the Transmission Equipment				Y
	12.2.4			Optical fibers between the ODU3601CE and the ODF transmission Equipment		Y
	12.3			Power Cable
	12.3.1			AC power cable between the AC distribution plate and the outdoor BTS Equipment				Y
	12.3.3			Connectors on the side of the AC distribution plate				Y
	12.3.5			DC power cable between BTS and Outdoor Battery cabinet		Y
	12.3.7			Connector on the both side of the BTS and Outdoor Battery cabinet		Y
	12.3.9			AC surge protector				Y
	12.3.`10			DC power cable between the DC distribution and the ODU3601CE		Y
	12.3.11			Connectors on the side of the DC distribution plate				Y
	12.4			Protective Grounding Cable
	12.4.1			Protective grounding cable between the feeder and the grounding plate (outdoor)				Y
	12.4.2			Protective grounding cable between BTS Equipment and the grounding plate (outdoor)		Y
	12.4.3			Connectors on the side of the BTS/outdoor battery Equipment		Y
	12.4.4			Connectors on the side of the grounding plate (outdoor)				Y
	12.5			Feeder
	12.5.1			Feeder between the BTS Equipment and the antenna				Y
	12.5.2			Jumper between coax and antenna w/connectors				Y
	12.5.3			Jumper between coax and BTS w/connectors		Y
	12.6			Tower
	12.6.1			Feeder ladder				Y
	12.6.2			Antenna support				Y
	12.6.3			Lightning rod				Y
	12.7			Cable Tray
	12.7.1			Outdoor cable tray				Y
	12.8			Connector

Cricket Communications Proprietary and Confidential Information

17 OF 26 PAGES

						Provided by
No.				Item		VENDOR		OWNER
	12.8.1			Connectors (connecting material) for Vendor Equipment to be provided by the Vendor		Y
	12.8.2			Connectors (connecting material) for Owner Equipment to be provided by the Owner				Y
	12.9			Lighting Apparatus in the Equipment Room				Y
	12.10			Power Socket				Y
	12.11			Wiring Trough Frame/Ladder				Y
	13.0			Installation — System Elements
	13.1.1			Inspection and acknowledgement of the inventory of such Equipment/materials in the presence of and signed off by Vendor and Owners authorized representative.		Y		Y
	13.1.2			Provide access to Sites				Y
	13.1.3			Verify all items on Site readiness checklist		Y
	13.1.4			Provide storage space for installation material and Equipment for Core network on Switching Site				Y
	13.1.5			Assign places to fix the BSC Equipment racks				Y
	13.1.6			Mount and assemble the Equipment		Y
	13.1.7			Connect and secure all interfaces to the Vendor-supplied Equipment, to include circuit interface cables, alarms, ground cables etc.		Y
	13.1.8			Power on Equipment and verify proper power-up.		Y
	13.1.9			Install Equipment and connect to Owner Equipment		Y
	13.1.10			Complete acceptance walkthrough of physical installation. Vendor demonstrate / Owner accepts		Y		Y
	13.1.11			Clean up Site remove temporary works and staging after installation work is completed		Y
	13.1.12			DC power distribution cabinet				Y
	13.1.13			DC power Equipment (Rectifiers)				Y
	13.1.14			AC distribution plate				Y
	13.1.15			Generator				Y
	13.1.16			DSX				Y
	13.1.17			Air conditioner				Y
	13.1.18			Raised floor (or Cable tray)				Y
	13.1.19			Grounding plate				Y
	13.1.20			Desks for the OMC & SERVER				Y
	13.1.21			Feeder window				Y
	13.1.22			Battery				Y
	13.1.23			Inverter (or UPS)				Y
	13.1.24			GPS antenna System		Y
	13.2			Digital Trunk Cables &Optical cable
	13.2.1			T1/T3 digital trunk cables between the BSC Equipment and the DSX.		Y
	13.2.2			Connectors on the side of the BSC Equipment		Y
	13.2.3			Connectors on the side of the DSX				Y
	13.2.4			100W digital trunk cables between the DSX and transmission Equipment				Y

Cricket Communications Proprietary and Confidential Information

18 OF 26 PAGES

						Provided by
No.				Item		VENDOR		OWNER
	13.2.5			Connectors on the side of the transmission Equipment				Y
	13.2.6			Connectors of digital trunk cable which connect the transmission on the side of the DSX				Y
	13.2.7			Internal cables and connectors between the BSC Equipment and the NSS Equipment		Y
	13.3			Power Cable
	13.3.1			DC power cable between the DC power Equipment and DC power distribution cabinet				Y
	13.3.2			Connectors on the side of the DC power Equipment				Y
	13.3.3			Connectors on the side of the DC power distribution cabinet				Y
	13.3.4			DC power cable between the DC power distribution cabinet and the BSC/ODU3601CE Equipment		Y
	13.3.5			AC power cable between the AC distribution plate and the DC power Equipment				Y
	13.3.6			Connectors on the side of the AC distribution plate				Y
	13.3.7			AC surge protector				Y
	13.4.1			Protective Grounding Cable
	13.4.2			Protective grounding cable between the DC power Equipment and the grounding plate				Y
	13.4.3			Connectors on the side of the grounding plate				Y
	13.4.4			Protective grounding cable between the DC power distribution cabinet and the grounding plate.				Y
	13.4.5			Protective grounding cable between the DSX and the grounding plate.				Y
	13.4.6			Protective grounding cable between the BSC Equipment and the grounding plate.		Y
	13.5.0			OMC Cables and Internal Cables		Y
	13.6.0			Air-conditioner				Y
	13.7.0			Connector
	13.7.1			Connectors (connecting material) provided by the Vendor, except in special applications		Y
	13.7.2			Connectors (connecting material) provided by the Owner, except in special applications				Y
	13.8.0			Lighting Apparatus in the Equipment Room				Y
	13.9.0			Power Socket				Y
	13.10.0			Wiring Trough (Frame/Ladder)				Y
	14.0			Project Management
	14.1			Identify single point of contact by Owner with Program Management authority				Y
	14.2			Program Management and establish Project Team		Y
	14.3			Project Planning and Controls including maintaining action item list		Y
	14.4			Coordinate and facilitate project kickoff meeting		Y
	14.5			Communication Management — hold regular status meeting in an agreed time schedule.		Y

Cricket Communications Proprietary and Confidential Information

19 OF 26 PAGES

						Provided by
No.				Item		VENDOR		OWNER
	14.6			Develop, maintain and tracking Master Project schedule on all activities showing critical paths, including installation plans for each location & entity		Y
	14.7			Contract Administration and Change Management		Y
	14.8			Subcontractor Management — manage Subcontractor relationship and assigned resource		Y
	14.9			Logistics Management and tracking shipment		Y
	14.10			Provide project office and facilities for personnel		Y
	14.11			Provide project warehousing and logistics for Equipment supplies and installation materials		Y
	14.12			Provide installation tools and test sets, exclude RF tools		Y
	14.13			In-land transport costs and insurance coverage on Equipment		Y
	14.14			Provide in-country transportation for project personnel		Y
	14.15			Obtain work visas as required		Y
	14.16			Provide invitation letters for overseas employees.				Y
	15			TRAINING
	15.1			Conduct domestic training classes		Y
	15.2			Conduct overseas training		n/a
	15.3			Conduct on Site (OJT) installation and testing training for Base Station		Y
	15.4			Conduct OJT training for OAM before maintenance turnover		Y
	15.5			Provide designated offices/rooms for Owner location training.				Y
	15.6			For training, Vendor will provide all materials, documents and software packages		Y
	16			TURN UP
	16.1			Provide the Equipment configuration information.				Y
	16.2			Attach all physical connections between the Owner supplied interfaces and the Vendor Equipment.		Y
	16.3			Verify that all local interconnections and connectivity are in place and functional so Vendor can perform local test.				Y
	16.4			Test connectivity.		Y
	16.5			Owner will be responsible for removing and placing back into service all live circuits (e.g., Trunks, T1s).				Y
	16.6			Vendor will be responsible for all physical connections to its Equipment.		Y
	17			EQUIPMENT ACCEPTANCE
	17.1			Identify point of contact for signoff by Owner.				Y
	17.2			Develop Equipment acceptance plan		Y
	17.3			Approve Equipment acceptance plan				Y
	17.4			Witness and sign acceptance documentation upon the completion of Equipment installation.				Y
	17.5			Vendor’s Equipment ATP Test with Owner’s support		Y
	17.6			Owner’s third parties’ service layer ATP Test Plan and test Execution with Vendor’s support				YY