0000909518-08-000765 Sample Contracts

THIRD LIEN SUBORDINATED EXCHANGE NOTE
Third Lien Subordinated Exchange Note Exchange Agreement • October 16th, 2008 • Navation, Inc. • Radio & tv broadcasting & communications equipment • New York

THIRD LIEN SUBORDINATED EXCHANGE NOTE EXCHANGE AGREEMENT, dated as of October 9, 2008, among 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 Issuer”), NextWave Wireless LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), each Guarantor from time to time party hereto (together with the Company in its capacity as a Guarantor hereunder, each, a “Guarantor” and collectively, the “Guarantors”), the purchasers set forth in Schedule 1.2 (each, a “Purchaser” and collectively, the “Purchasers”), and The Bank of New York Mellon (“BONY”), as Collateral Agent.

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