0001104659-09-042850 Sample Contracts

SECOND LIEN INCREMENTAL INDEBTEDNESS AGREEMENT
Second Lien Incremental Indebtedness Agreement • July 10th, 2009 • Avenue Capital Management II, L.P. • 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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WARRANT AGREEMENT Dated as of July 2, 2009 among NEXTWAVE WIRELESS INC. and THE INITIAL HOLDERS LISTED ON SCHEDULE I HERETO
Warrant Agreement • July 10th, 2009 • Avenue Capital Management II, L.P. • Radio & tv broadcasting & communications equipment • New York

WARRANT AGREEMENT dated as of July 2, 2009, between the Initial Holders listed on Schedule I hereto (the “Initial Holders”) and NEXTWAVE WIRELESS INC., a Delaware corporation (the “Issuer”).

ACKNOWLEDGMENT
Acknowledgment • July 10th, 2009 • Avenue Capital Management II, L.P. • 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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