NextWave Wireless Inc. Sample Contracts

ARTICLE I THE MERGER
Agreement and Plan of Merger • November 14th, 2006 • NextWave Wireless Inc. • Communications services, nec • Delaware
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BY AND AMONG
Agreement and Plan of Merger • April 12th, 2007 • NextWave Wireless Inc. • Communications services, nec • Delaware
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BY AND AMONG
Agreement and Plan of Merger • January 3rd, 2007 • NextWave Wireless Inc. • Communications services, nec • New York
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AMENDED AND RESTATED SECOND LIEN PLEDGE AND SECURITY AGREEMENT
Security Agreement • August 23rd, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
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WARRANT AGREEMENT Dated as of April 8, 2009 among NEXTWAVE WIRELESS INC. and
Warrant Agreement • April 14th, 2009 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

WARRANT AGREEMENT dated as of April 8, 2009, between the Initial Holder listed on Schedule I hereto (the “Initial Holder”) and NEXTWAVE WIRELESS INC., a Delaware corporation (the “Issuer”).

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REFERENCE IS MADE TO THE AMENDED AND RESTATED INTERCREDITOR AGREEMENT DATED AS OF THE DATE HEREOF (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG COMPANY (AS DEFINED BELOW), ISSUER (AS...
Intercreditor Agreement • August 23rd, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

This AMENDED AND RESTATED PARENT THIRD LIEN GUARANTY (this “Guaranty”) is entered into as of August 16, 2012 by the undersigned (together with any Additional Guarantors (as defined below), being collectively referred to herein as the “Guarantors” and, each, a “Guarantor”) in favor of and for the benefit of Wilmington Trust, National Association, as Collateral Agent (as defined below) (in such capacity, together with its successors and assigns herein called “Guarantied Party”) for the holders of the Notes (as defined below) (sometimes referred to as “Holders” or “Beneficiaries”) issued pursuant to that certain Amended and Restated Parent Third Lien Subordinated Exchange Agreement dated as of the date hereof (as it may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Exchange Agreement”; capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) by and among NextWave Wireless Inc., a Delaware corporat

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Letter Agreement Regarding Severance Benefits
Letter Agreement Regarding Severance Benefits • March 12th, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment

The purpose of this letter agreement (hereafter, “Agreement”), dated and effective as of March 12, 2012 (hereafter, “Effective Date”) is to confirm the mutual understanding of NextWave Wireless Inc., a Delaware corporation (hereafter, “Company”) and Francis J. Harding (hereafter, “Executive”) regarding the provision of certain severance benefits to Executive which are not otherwise provided in accordance with the Company’s standard employee benefit offerings.

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SECOND LIEN INCREMENTAL INDEBTEDNESS AGREEMENT
Second Lien Incremental Indebtedness Agreement • August 6th, 2009 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

THIS SECOND LIEN INCREMENTAL INDEBTEDNESS AGREEMENT is dated as of July 2, 2009 (this “Agreement”) and entered into by and among the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) set forth on Supplemental Schedule 1.2A attached hereto (“Supplemental Schedule 1.2A”), NEXTWAVE WIRELESS LLC, a Delaware limited liability company (“Company”), NEXTWAVE WIRELESS INC., a Delaware corporation (“Parent”),and each Guarantor listed on the signature pages hereto, and acknowledged by THE BANK OF NEW YORK MELLON, as Collateral Agent.

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NOTE PURCHASE AGREEMENT AMONG AT&T INC. AND THE CONSENTING HOLDERS LISTED ON SCHEDULE I HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as HOLDER REPRESENTATIVE Dated as of August 1, 2012
Note Purchase Agreement • August 6th, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

This NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2012, by and among (i) the undersigned holders of the Company’s 15% Senior Secured Notes, due December 31, 2012 (such notes, the “Notes”, and such holders, the “Consenting Holders”), (ii) AT&T Inc., a Delaware corporation (the “Purchaser”), and (iii) Wilmington Trust, National Association, as representative of the Consenting Holders (the “Holder Representative”). Each of the Consenting Holders, the Purchaser and the Holder Representative shall be referred to as a “Party” and collectively as the “Parties”. Terms capitalized but not defined herein shall have the meaning assigned thereto in the Merger Agreement (as defined below); provided, however, that no amendment or modification to any such term shall amend or modify its meaning for purposes hereof without the prior written consent of the Holder Representative.

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Contract
Registration Rights Agreement • November 7th, 2008 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

REGISTRATION RIGHTS AGREEMENT, dated as of October 9, 2008 (the Agreement) among NEXTWAVE WIRELESS INC., a Delaware corporation (including any successor thereto, whether by merger, consolidation, conversion or otherwise, the Company) and the Purchasers party hereto.

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AMENDMENT NO. 1 TO WARRANT AGREEMENT
Warrant Agreement • April 16th, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

This Amendment No. 1 (this “Amendment”) to the Warrant Agreement (the “Agreement”), dated as of April 8, 2009, between the Initial Holder listed on Schedule I thereto (the “Initial Holder”) and NextWave Wireless, Inc., a Delaware corporation (the “Issuer”), is entered into as of April 16, 2012 and effective as of April 6, 2012. All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to such terms in the Agreement.

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THIRD LIEN COLLATERAL AGENCY AGREEMENT
Third Lien Collateral Agency Agreement • November 7th, 2008 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
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STOCKHOLDERS’ AGREEMENT dated as of July 2, 2009 by and among PACKETVIDEO CORPORATION, NEXTWAVE WIRELESS INC., NEXTWAVE BROADBAND INC. and
Stockholders’ Agreement • August 6th, 2009 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • California

This Stockholders’ Agreement (this “Agreement”) is made and entered into as of July 2, 2009 (the “Effective Date”), by and among PacketVideo Corporation, a Delaware corporation (the “Company”), NextWave Wireless Inc., a Delaware corporation (“Parent”), NextWave Broadband Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Seller”) and NTT DoCoMo, Inc. (the “Purchaser” and, together with Seller, each a “Stockholder” and, collectively, the “Stockholders”). The Company, Parent and the Stockholders are each individually referred to herein as a “Party” and collectively as the “Parties.”

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FIRST LIEN SENIOR INCREMENTAL NOTES AGREEMENT
Lease Agreement • June 3rd, 2010 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

THIS FIRST LIEN SENIOR INCREMENTAL NOTES AGREEMENT is dated as of May 27, 2010 (this “Agreement”) and entered into by and among the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) set forth on Supplemental Schedule 1.2A attached hereto (“Supplemental Schedule 1.2A”), NEXTWAVE WIRELESS LLC, a Delaware limited liability company (“Company”), NEXTWAVE WIRELESS INC., a Delaware corporation (“Parent”), and each Guarantor listed on the signature pages hereto, and acknowledged by THE BANK OF NEW YORK MELLON, as Collateral Agent.

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AMENDED AND RESTATED PARENT THIRD LIEN SUBORDINATED EXCHANGE AGREEMENT among NextWave Wireless Inc., each Guarantor named herein, the Purchasers named herein, and Wilmington Trust, National Association, as Collateral Agent Relating to: Third Lien...
Intercreditor Agreement • August 23rd, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

AMENDED AND RESTATED PARENT THIRD LIEN SUBORDINATED EXCHANGE AGREEMENT, dated as of August 16, 2012, among NextWave Wireless Inc., a Delaware corporation (“Parent”), NextWave Wireless LLC, a Delaware limited liability company (“Company”), as a Guarantor, each other Guarantor party hereto, the purchasers set forth in Schedule 1.2 annexed hereto (each, a “Purchaser” and collectively, the “Purchasers”), and Wilmington Trust, National Association (“Wilmington Trust”), as Collateral Agent.

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REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF OCTOBER 9, 2008 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT"), AMONG THE COMPANY (AS DEFINED BELOW), PARENT ISSUER (AS DEFINED...
The Intercreditor Agreement • November 7th, 2008 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

ThisTHIRD LIEN GUARANTY (this Guaranty)is entered into as of October 9, 2008 by the undersigned (each a Guarantor, and together with any future Subsidiaries of Company executing this Guaranty, being collectively referred to herein as the Guarantors) in favor of and for the benefit of The Bank of New York Mellon, as Collateral Agent for and representative of (in such capacity, together with its successors and assigns herein called Guarantied Party) the holders of the Notes (as defined in the Purchase Agreement referred to below) (sometimes referred to as Holders or Beneficiaries) issued pursuant to that certain Third Lien Subordinated Exchange Note Exchange Agreement dated as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the Exchange Agreement; capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) by and among NextWave Wireless Inc., a Delaware corporation (Parent Issuer), NextWave Wirel

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NOTE PURCHASE AGREEMENT AMONG AT&T INC. AND THE CONSENTING HOLDERS LISTED ON SCHEDULE I HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as HOLDER REPRESENTATIVE Dated as of August 1, 2012
Merger Agreement • August 6th, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

This NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2012, by and among (i) the undersigned holders of the Company’s 16% Third Lien Subordinated Secured Convertible Notes, due February 28, 2013, and (an entity to be formed and described on Schedule II and referred to as “SpinCo”) SpinCo’s 16% Third Lien Subordinated Secured Convertible Notes, due February 28, 2013 (all such notes, the “Notes”, and all such holders, the “Consenting Holders”), (ii) AT&T Inc., a Delaware corporation (the “Purchaser”), and (iii) Wilmington Trust, National Association, as representative of the Consenting Holders (the “Holder Representative”). Each of the Consenting Holders, the Purchaser and the Holder Representative shall be referred to as a “Party” and collectively as the “Parties”. Terms capitalized but not defined herein shall have the meaning assigned thereto in the Merger Agreement (as defined below); provided, however, that no amendment or modification to any such

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AGREEMENT AND PLAN OF MERGER Among AT&T INC., RODEO ACQUISITION SUB INC., and NEXTWAVE WIRELESS INC., Dated as of August 1, 2012
Agreement and Plan of Merger • August 6th, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of August 1, 2012 (this “Agreement”) among AT&T INC., a Delaware corporation (“Parent”), RODEO ACQUISITION SUB INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”) and NEXTWAVE WIRELESS INC., a Delaware corporation (the “Company”).

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STOCK PURCHASE AGREEMENT dated as of July 30, 2010 by and among PACKETVIDEO CORPORATION, NEXTWAVE WIRELESS INC., NEXTWAVE BROADBAND INC. and NTT DOCOMO, INC.
Stock Purchase Agreement • August 2nd, 2010 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • California

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of July 30, 2010, by and among PacketVideo Corporation, a Delaware corporation (the “Company”), NextWave Wireless Inc., a Delaware corporation (“Parent”), NextWave Broadband Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Seller”), and NTT DOCOMO, INC. (the “Purchaser” and, together with the Company, Parent and Seller, each a “Party” and, collectively, the “Parties”).

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THIRD LIEN SUBORDINATED EXCHANGE NOTE
Intercreditor Agreement • November 7th, 2008 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

SECOND LIEN SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of October 9, 2008, among NextWave Wireless LLC, a limited liability company organized under the laws of the State of Delaware (the "Company"), NextWave Wireless Inc., a corporation organized under the laws of the State of Delaware and the owner of 100% of the Capital Stock of the Company ("Parent"), each Guarantor from time to time party hereto (each, a "Guarantor" and collectively, the "Guarantors"), the purchasers set forth in Schedule 1.2B (each, a "Purchaser" and collectively, the "Purchasers"), and The Bank of New York Mellon ("BONY"), as Collateral Agent.

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SECOND LIEN PARENT GUARANTY
Intercreditor Agreement • November 7th, 2008 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

This SECOND LIEN PARENT GUARANTY (this Guaranty) is entered into as of October 9, 2008 by NextWave Wireless Inc., a Delaware corporation (the Guarantor), in favor of and for the benefit of The Bank of New York Mellon, as Collateral Agent for and as representative of (in such capacity, together with its successors and assigns herein called Guarantied Party) the holders of the Notes (as defined in the Purchase Agreement referred to below) (sometimes referred to as Holders or Beneficiaries) issued pursuant to that certain Second Lien Subordinated Note Purchase Agreement dated as the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the Purchase Agreement; capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) by and among NextWave Wireless LLC, a Delaware limited liability company (Company), Guarantor, the Subsidiaries of Company from time to time party thereto, the Purchasers named therein and the Gu

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SECOND LIEN COLLATERAL AGENCY AGREEMENT
Second Lien Collateral Agency Agreement • November 7th, 2008 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
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STOCK PURCHASE AGREEMENT dated as of July 2, 2009 by and among PACKETVIDEO CORPORATION, NEXTWAVE WIRELESS INC., NEXTWAVE BROADBAND INC. and NTT DOCOMO, INC.
Stock Purchase Agreement • August 6th, 2009 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • California

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of July 2, 2009, by and among PacketVideo Corporation, a Delaware corporation (the “Company”), NextWave Wireless Inc., a Delaware corporation (“Parent”), NextWave Broadband Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Seller”), and NTT DoCoMo, Inc. (the “Purchaser” and, together with the Company, Parent and Seller, each a “Party” and, collectively, the “Parties”).

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NextWave Wireless Inc.
NextWave Wireless Inc. • November 7th, 2008 • Radio & tv broadcasting & communications equipment • New York
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SECOND LIEN PLEDGE AND SECURITY AGREEMENT
Second Lien Pledge and Security Agreement • November 7th, 2008 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
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AMENDED AND RESTATED SECOND LIEN SUBORDINATED NOTE PURCHASE AGREEMENT among NextWave Wireless LLC, NextWave Wireless Inc., each Guarantor named herein, the Purchasers named herein and Wilmington Trust, National Association, as Collateral Agent...
Note Purchase Agreement • August 23rd, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

AMENDED AND RESTATED SECOND LIEN SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of August 16, 2012, among NextWave Wireless LLC, a limited liability company organized under the laws of the state of Delaware (the “Issuer” or the “Company”), NextWave Wireless Inc., a Delaware corporation (“Parent”), and each other Guarantor from time to time party hereto (each, a “Guarantor” and collectively, the “Guarantors”), the Purchasers set forth in Schedule 1.2B (each, a “Purchaser” and collectively, the “Purchasers”), and Wilmington Trust, National Association (“Wilmington Trust”), as Collateral Agent.

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SECOND AMENDMENT TO THE PURCHASE AGREEMENT
Purchase Agreement • November 7th, 2008 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

THIS SECOND AMENDMENT (this Second Amendment) TO THE PURCHASE AGREEMENT, dated as of September 26, 2008, by and among NextWave Wireless LLC, a Delaware limited liability company (the Company), NextWave Wireless Inc., a Delaware corporation (the Parent), the other Guarantors set forth on the signature pages hereto and the Holders set forth on the signature pages hereto, is made in reference to that certain Purchase Agreement, dated as of July 17, 2006, as amended by that certain First Amendment to the Purchase Agreement, dated as of March 10, 2008 (as amended and as it may be further amended, supplemented, modified and/or restated from time to time, the Purchase Agreement) by and among the Company, the Guarantors and the Holders. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Purchase Agreement.

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INTERCREDITOR AGREEMENT dated as of October 9, 2008, among NEXTWAVE WIRELESS LLC as Issuer and Guarantor NEXTWAVE WIRELESS INC. as Issuer and Guarantor THE GUARANTORS from time to time party hereto, THE NOTE HOLDERS from time to time party hereto, THE...
Intercreditor Agreement • November 7th, 2008 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
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NextWave Wireless Inc.
Option Award Agreement • December 7th, 2006 • NextWave Wireless Inc. • Communications services, nec • Delaware
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ACKNOWLEDGMENT
Acknowledgment • August 6th, 2009 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment

THIS ACKNOWLEDGMENT (this “Acknowledgment”) is dated July 2, 2009, and entered into by NEXTWAVE WIRELESS INC., a Delaware corporation (“Company”).

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FORBEARANCE AGREEMENT
Forbearance Agreement • August 2nd, 2011 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

This FORBEARANCE AGREEMENT, dated as of August 1, 2011 (this “Agreement”), is entered into by and among (i) NextWave Wireless LLC, a limited liability company organized under the laws of the state of Delaware (the “Issuer” or the “Company”), (ii) each holder (the “First Lien Holders”) of the Senior Secured Notes due 2011 (the “First Lien Notes”) issued pursuant to that certain Purchase Agreement dated as of July 17, 2006, as amended by that certain First Amendment to Purchase Agreement dated as of March 12, 2008, that certain Second Amendment to Purchase Agreement dated as of September 26, 2008, that certain Amendment and Limited Waiver to the Note Agreements dated as of March 31, 2009, that certain Amendment and Limited Waiver to the Note Agreements dated as of June 22, 2009, and that certain Amendment and Limited Waiver to the Note Agreements dated as of March 16, 2010 and as supplemented by that certain Limited Waiver to Purchase Agreement Relating to Senior Secured Notes Due 2011 o

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 30th, 2007 • NextWave Wireless Inc. • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is made and entered into as of March 28, 2007, by and among NextWave Wireless Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Schedule 1 attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).

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THIRD LIEN PLEDGE AND SECURITY AGREEMENT
Third Lien Pledge and Security Agreement • November 7th, 2008 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

This THIRD LIEN PLEDGE AND SECURITY AGREEMENT (this Agreement) is dated as of October 9, 2008 and entered into by and among NEXTWAVE WIRELESS INC., a Delaware corporation (Parent Issuer), each of THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES of Parent Issuer (each of such undersigned Subsidiaries being a Subsidiary Grantor and collectively Subsidiary Grantors) and each ADDITIONAL GRANTOR that may become a party hereto after the date hereof in accordance with Section 16 hereof (each of Parent Issuer, each Subsidiary Grantor, and each Additional Grantor being a Grantor and collectively the Grantors) and THE BANK OF NEW YORK MELLON ("BONY"), as Collateral Agent for and representative of (in such capacity herein called Secured Party) the Beneficiaries (as hereinafter defined).

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REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF OCTOBER 9, 2008 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT"), AMONG THE COMPANY (AS DEFINED BELOW), PARENT (AS DEFINED BELOW),...
The Intercreditor Agreement • November 7th, 2008 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

ThisSECOND LIEN GUARANTY (this Guaranty)is entered into as of October 9, 2008 by the undersigned (each a Guarantor, and together with any future Subsidiaries executing this Guaranty, being collectively referred to herein as the Guarantors) in favor of and for the benefit of The Bank of New York Mellon, as Collateral Agent for and representative of (in such capacity, together with its successors and assigns herein called Guarantied Party) the holders of the Notes (as defined in the Purchase Agreement referred to below) (sometimes referred to as Holders or Beneficiaries) issued pursuant to that certain Second Lien Subordinated Note Purchase Agreement dated as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the Purchase Agreement; capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) by and among NextWave Wireless LLC, a Delaware limited liability company (Company), NextWave Wireless Inc., a

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AMENDMENT AND LIMITED WAIVER TO THE NOTE AGREEMENTS
NextWave Wireless Inc. • April 2nd, 2009 • Radio & tv broadcasting & communications equipment • New York

This AMENDMENT AND LIMITED WAIVER TO THE NOTE AGREEMENTS (this “Amendment and Waiver”) is dated as of April 1, 2009 and is made with reference to (i) that certain Purchase Agreement dated as of July 17, 2006 as amended by that certain First Amendment to Purchase Agreement dated as of March 12, 2008 and by that certain Second Amendment to Purchase Agreement dated as of September 26, 2008, among NextWave Wireless LLC, a Delaware limited liability company (“NextWave”), NextWave Broadband Inc., a Delaware corporation (“Broadband”), as a guarantor, certain other guarantors named therein, certain purchasers named therein and The Bank of New York (“BONY”), as Collateral Agent (the “First Lien Purchase Agreement”), (ii) that certain Second Lien Subordinated Note Purchase Agreement dated as of October 9, 2008, among NextWave, NextWave Wireless Inc., a Delaware corporation (“Parent”), Broadband, as a guarantor, certain other guarantors named therein, certain purchasers named therein and BONY, as

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