AMENDMENT AND LIMITED WAIVER TO THE NOTE AGREEMENTSNote Agreements • April 2nd, 2009 • NextWave Wireless Inc. • 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
