AMENDED AND RESTATED SECOND LIEN PLEDGE AND SECURITY AGREEMENTSecurity Agreement • August 23rd, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
REFERENCE IS MADE TO THE AMENDED AND RESTATED INTERCREDITOR AGREEMENT DATED AS OF THE DATE HEREOF (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG COMPANY (AS DEFINED BELOW), ISSUER (AS...Intercreditor Agreement • August 23rd, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
This AMENDED AND RESTATED PARENT THIRD LIEN GUARANTY (this “Guaranty”) is entered into as of August 16, 2012 by the undersigned (together with any Additional Guarantors (as defined below), being collectively referred to herein as the “Guarantors” and, each, a “Guarantor”) in favor of and for the benefit of Wilmington Trust, National Association, as Collateral Agent (as defined below) (in such capacity, together with its successors and assigns herein called “Guarantied Party”) for the holders of the Notes (as defined below) (sometimes referred to as “Holders” or “Beneficiaries”) issued pursuant to that certain Amended and Restated Parent Third Lien Subordinated Exchange Agreement dated as of the date hereof (as it may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Exchange Agreement”; capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) by and among NextWave Wireless Inc., a Delaware corporat
AMENDED AND RESTATED PARENT THIRD LIEN SUBORDINATED EXCHANGE AGREEMENT among NextWave Wireless Inc., each Guarantor named herein, the Purchasers named herein, and Wilmington Trust, National Association, as Collateral Agent Relating to: Third Lien...Intercreditor Agreement • August 23rd, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
AMENDED AND RESTATED PARENT THIRD LIEN SUBORDINATED EXCHANGE AGREEMENT, dated as of August 16, 2012, among NextWave Wireless Inc., a Delaware corporation (“Parent”), NextWave Wireless LLC, a Delaware limited liability company (“Company”), as a Guarantor, each other Guarantor party hereto, the purchasers set forth in Schedule 1.2 annexed hereto (each, a “Purchaser” and collectively, the “Purchasers”), and Wilmington Trust, National Association (“Wilmington Trust”), as Collateral Agent.
AMENDED AND RESTATED SECOND LIEN SUBORDINATED NOTE PURCHASE AGREEMENT among NextWave Wireless LLC, NextWave Wireless Inc., each Guarantor named herein, the Purchasers named herein and Wilmington Trust, National Association, as Collateral Agent...Note Purchase Agreement • August 23rd, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
AMENDED AND RESTATED SECOND LIEN SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of August 16, 2012, among NextWave Wireless LLC, a limited liability company organized under the laws of the state of Delaware (the “Issuer” or the “Company”), NextWave Wireless Inc., a Delaware corporation (“Parent”), and each other Guarantor from time to time party hereto (each, a “Guarantor” and collectively, the “Guarantors”), the Purchasers set forth in Schedule 1.2B (each, a “Purchaser” and collectively, the “Purchasers”), and Wilmington Trust, National Association (“Wilmington Trust”), as Collateral Agent.
CALL OPTION/NOTE REDEMPTION AGREEMENTCall Option/Note Redemption Agreement • August 23rd, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
This CALL OPTION/NOTE REDEMPTION AGREEMENT (this “Agreement”) is dated as of August 16, 2012 (the “Effective Date”) and is entered into by and between NextWave Wireless LLC (“NextWave”) and NextWave Holdco LLC (the “Company”), on the one hand, and Wilmington Trust, National Association as noteholder representative (the “Noteholder Representative”) and the parties listed on Schedule A attached hereto (each, a “Noteholder” and, collectively, the “Noteholders”), on the other hand.
AMENDED AND RESTATED PURCHASE AGREEMENT among NextWave Wireless LLC, NextWave Wireless Inc., each Guarantor named herein, the Purchasers named herein and Wilmington Trust, National Association, as Collateral Agent Relating to: Senior Secured Notes due...Purchase Agreement • August 23rd, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
AMENDED AND RESTATED PURCHASE AGREEMENT, dated as of August 16, 2012, among NextWave Wireless LLC, a limited liability company organized under the laws of the state of Delaware (the “Issuer” or the “Company”), NextWave Wireless Inc., a Delaware corporation (“Parent”), and each other Guarantor from time to time party hereto (each, a “Guarantor” and collectively, the “Guarantors”), the Purchasers set forth in Schedule 1.2B (each, a “Purchaser” and collectively, the “Purchasers”), and Wilmington Trust, National Association (“Wilmington Trust”), as Collateral Agent.
AMENDED AND RESTATED SPINCO THIRD LIEN SUBORDINATED EXCHANGE AGREEMENT among NextWave HoldCo LLC, each Guarantor named herein, the Purchasers named herein, and Wilmington Trust, National Association, as Collateral Agent Relating to: Third Lien...Exchange Agreement • August 23rd, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
AMENDED AND RESTATED SPINCO THIRD LIEN SUBORDINATED EXCHANGE AGREEMENT, dated as of August 16, 2012, among NextWave HoldCo LLC, a Delaware limited liability company (“Issuer”), NextWave Wireless LLC, a Delaware limited liability company (“Company”), as a Guarantor, NextWave Wireless Inc., a Delaware corporation (“Parent”), as a Guarantor, each other Guarantor party hereto, the purchasers set forth in Schedule 1.2 annexed hereto (each, a “Purchaser” and collectively, the “Purchasers”), and Wilmington Trust, National Association (“Wilmington Trust”), as Collateral Agent.
