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, 2012Note 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.
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, 2012Merger 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
AGREEMENT AND PLAN OF MERGER Among AT&T INC., RODEO ACQUISITION SUB INC., and NEXTWAVE WIRELESS INC., Dated as of August 1, 2012Agreement 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”).
