0000909518-10-000385 Sample Contracts

FIRST LIEN SENIOR INCREMENTAL NOTES AGREEMENT
First Lien Senior Incremental Notes 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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