EXECUTION COPY

	

SETTLEMENT AGREEMENT

BY AND AMONG

THE UNITED STATES OF AMERICA

THE FEDERAL COMMUNICATIONS COMMISSION

NEXTWAVE TELECOM INC. AND
CERTAIN AFFILIATES

AND

PARTICIPATING AUCTION 35
WINNING BIDDERS

November 15, 2001

TABLE OF CONTENTS
												 Page

1.	Definitions.	2
2.	Legislation.	6
3.	Approval by the Bankruptcy Court.	6
4.	Payment to NextWave.	6
5.	Payment to NextWave Unaffected by Legal Challenges.	8
6.	Surrender and Return of Designated Licenses and Release By NextWave.	8
7.	Satisfaction by NextWave of Tax Liability.	9
8.	Satisfaction of License Debt.	9
9.	Government Receipts from NextWave.	9
10.	Payments by NextWave to Verizon and Alaska.	10
11.	Letters of Credit.	10
12.	Deposit Refunds.	14
13.	FCC Resolution of Pending Regulatory Challenges to the 
	Designated Licenses.	15
14.	FCC Resolution of License Applications Submitted in Connection
	with Auction 35.	15
15.	Resolution of Pending Matters Not Prejudged and Authority Not Impaired.	15
16.	Timing of Payment to FCC by Participating Auction 35 Winning Bidders.	15
17.	Amount of Payment to FCC by Participating Auction 35 Winning Bidders.	16
18.	Reserved.	17
19.	Certiorari in the D.C. Circuit Proceedings.	17
20.	No Decision on the Merits.	17
21.	No Admission of Jurisdiction.	17
22.	Mutual Release of Claims.	18
23.	Waivers.	20
24.	Termination of the Agreement and of Auction 35 License Obligations.	21
25.	No Joint and Several Liability of Participating Auction 35 Winning Bidders.	23
26.	Participating Auction 35 Winning Bidders with Bids under $10 Million.	24
27.	Opportunity to Become a Party for Auction 35 Winners Not Party 
	to this Agreement.	24
28.	Tolling of Regulatory Requirements.	24
29.	Equal Access to Justice Act.	25
30.	FCC Jurisdiction.	25
31.	Participating Auction 35 Winning Bidder Refund Rights/Termination of 
	Auction 35 License Obligations.	25
32.	Amendments.	29
33.	Authority.	29
34.	Compliance with Laws and Regulations.	29
35.	Expenses.	29
36.	Cooperation and Good Faith Performance.	30
37.	Governing Law.	30
38.	Headings.	30
39.	Multiple Counterparts.	30
Page

40.	No Third Party Beneficiaries.	30
41.	Rule of Construction.	30
42.	Notices.	30
43.	Payment Instructions.	32
44.	Further Assurances.	32
45.	Entire Agreement.	32
46.	Rules of the Commission.	32
47.	Successors and Assigns.	32

Schedules and Exhibits

Schedule A:  Winning Bidders
Schedule B:  Notice Information
Schedule C1:  Pending Matters
Schedule C2:  Commission Filings

Exhibit A:  Legislation
Exhibit B:  Form of Letter of Credit
   Annex A:  Form of Draft
   Annex B:  Draw Certificate
   Annex C:  Certificate Regarding Termination of Letter of Credit
   Annex D:  Certificate Regarding Reduction of Letter of Credit Amount
Exhibit C:  Closing Agreement on Final Determination Covering Specific Matter

SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT, dated as of November 15, 2001, as amended  
from time to time (this Agreement), is entered into by and among NextWave Personal 
Communications Inc. and its affiliates, NextWave Telecom Inc., NextWave Partners Inc., 
NextWave Power Partners Inc., and NextWave Wireless Inc. (collectively, NextWave), the 
United States of America, and the Federal Communications Commission (FCC or 
Commission), and the Participating Auction 35 Winning Bidders (all of which, together with 
NextWave, the United States and the FCC, are collectively referred to in this Agreement as the 
Parties and each, individually, as a Party).
WITNESSETH:
WHEREAS, the FCC granted to NextWave certain C Block and F Block licenses for 
which NextWave was the winning bidder at FCC auctions that concluded in 1996 and 1997;
WHEREAS, the status of the Designated Licenses has been contested in various pending 
judicial and administrative proceedings, including, but not limited to, NextWave Personal 
Communications, Inc., and NextWave Power Partners, Inc. v. Federal Communications 
Commission and the United States of America, D.C. Cir. Nos. 00-1402 and 00-1403, petitions 
for cert. filed, Nos. 01-653, et al. (Oct. 19, 2001), and In re NextWave Personal 
Communications, Inc., Bankr. S.D.N.Y. No. 98 B 21529 (collectively, the Litigation); 
WHEREAS, the Participating Auction 35 Winning Bidders placed winning bids for 
initial licenses to use the spectrum previously licensed to NextWave, and the United States and 
the Commission believe that the Participating Auction 35 Winning Bidders thereby incurred 
certain financial and other regulatory obligations subject to the outcome of the Litigation; 
WHEREAS, the United States and the Commission believe that the best way to serve the 
public interest under the present circumstances is to resolve the Litigation as expeditiously as 
possible in the manner set forth herein, consistent with the Rules of the Commission and the law, 
and thereby avoid further delay in the use of the Covered Spectrum;
WHEREAS, NextWave seeks to resolve the Litigation as expeditiously as possible in 
order to complete the bankruptcy process in which it is engaged in a manner that best serves its 
corporate goals and the interests of its creditors;
WHEREAS, the Participating Auction 35 Winning Bidders seek to resolve the Litigation 
as expeditiously as possible so that Auction 35 can be implemented without the encumbrance of 
the Litigation, thereby facilitating and expediting the use of the Auction 35 Licenses that will be 
granted to them if qualified and in compliance with the Rules of the Commission; and 
WHEREAS, all the Parties desire to effect NextWaves relinquishment of claims to the 
Covered Spectrum and the Designated Licenses so that the FCC may implement Auction 35 as 
specified in this Agreement and the Legislation.
NOW THEREFORE, in consideration of the mutual promises contained in this 
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which 
are hereby acknowledged, the Parties, intending to be bound, do hereby covenant and agree as 
follows:
1. Definitions.

As used herein, the following terms have the following meanings (unless otherwise indicated, all 
Section references are to Sections in this Agreement, and all Schedule and Exhibit references are 
to Schedules and Exhibits to this Agreement):

Advance Tax Payment has the meaning set forth in Section 4.
  	Agreement has the meaning set forth in the Preamble and in Section 32.
Alaska has the meaning set forth in Section 10.
Alaska Letters of Credit has the meaning set forth in Section 11.
Alternative Security Arrangements has the meaning set forth in Section 11.
Amount Due on Receipt means the amount equal to the balance due to the FCC, under 
the Rules of the Commission, as of the Payment Date for an Auction 35 License.  The 
Amount Due on Receipt for an Auction 35 License does not include the Auction 35 
Deposit for such License.
Auction 35 means the FCC-conducted spectrum auction number 35 that commenced on 
December 12, 2000, for Personal Communications Services licenses to operate on 
Covered Spectrum and other spectrum.
Auction 35 Deposit means any monies on deposit with the FCC paid by a Participating 
Auction 35 Winning Bidder for an Auction 35 License.  The Auction 35 Deposit for an 
Auction 35 License does not include the Amount Due on Receipt for such License.
Auction 35 Licenses or Licenses means those licenses to use Covered Spectrum for 
which Auction 35 Winning Bidders submitted winning bids in Auction 35.
Auction 35 Winning Bidder means those entities who submitted winning bids in 
Auction 35 for Covered Spectrum.
Authorized Signatory has the meaning set forth in Section 11.
Bankruptcy Code means Title 11 of the United States Code.
Bankruptcy Proceedings has the meaning set forth in Section 6.
Bankruptcy Settlement Approval Order has the meaning set forth in Section 3.  
Business Day means any day, other than Saturday or Sunday, on which commercial 
banks in New York City and the Commissions offices are open for the general 
transaction of business.
Cash Payment has the meaning set forth in Section 4.
Claims has the meaning set forth in Section 22.
Commission Order on Remand has the meaning set forth in Section 16.
Communications Act means the Communications Act of 1934, as amended, which is 
codified in Title 47 of the United States Code.
Covered Spectrum means spectrum that NextWave had been authorized to use under 
the Designated Licenses. 
D.C. Circuit Proceedings has the meaning set forth in Section 6.
Deadline Date means December 31, 2002.
Department of the Treasury has the meaning set forth in Section 4.
Designated Licenses means the C Block and F Block licenses for which NextWave was 
the winning bidder at auctions concluded in 1996 and 1997 by the Commission under 
Section 309(j) of the Communications Act.
Disposition Order means an FCC Order setting forth the Commissions determination 
as to the qualifications of a Participating Auction 35 Winning Bidder to hold any license 
offered in Auction 35.
Disposition Order Cutoff Date means the latest of:
 	(x) the Deadline Date; or 
	(y) in the event that the Final Bankruptcy Settlement Approval Date occurs after 
December 15, 2002 and on or before December 31, 2002, then January 15, 2003; or
	(z) with respect to a Participating Auction 35 Winning Bidder, in the event that 
there is in effect on the Deadline Date a court order in a proceeding other than a 
proceeding under the exclusive review provisions of the Legislation that precludes or has 
the effect of precluding the FCC from issuing a Disposition Order, then January 15, 2003.
Effective Date means the first date on which the United States, the Commission, 
NextWave, Verizon and at least two (2) of the other Auction 35 Winning Bidders listed 
on Schedule A have executed and delivered this Agreement.  If the Effective Date has not 
occurred on or before January 10, 2002, then this Agreement shall be void ab initio.
FCC or Commission has the meaning set forth in the Preamble and includes any 
entity acting pursuant to delegated authority under the Rules of the Commission.
FCC Implementing Orders means the FCC Settlement Approval Order, the Disposition 
Orders, the Grant Orders and other FCC Orders that implement this Agreement.
FCC Order means any order, public notice, letter, or other form of FCC action.
FCC Settlement Approval Order means the FCC Order approving and adopting this 
Agreement.
FRBP has the meaning set forth in Section 3.
Final means, with respect to any order, that such order is noninterlocutory and has not 
been reversed, modified or stayed and (x) the time to appeal such order has expired and 
no appeal or petition for review, rehearing or certiorari is pending, or (y) any appeal has 
been fully decided and no further appeal or petition for review, rehearing or certiorari can 
be timely taken or granted.
Final Bankruptcy Settlement Approval Date means the first date on which all of the 
following conditions have been satisfied: (i) the Bankruptcy Settlement Approval Order 
has become Final; (ii) any litigation initiated by the filing of a petition seeking judicial 
review of the procedures provided by the Legislation for the resolution of issues 
presented by the Settlement Motion has been resolved by an order that has become Final; 
and (iii) either Verizon has caused Letters of Credit to be issued in accordance with 
Section 11, or Verizon has not caused such Letters of Credit to be issued and the United 
States has not, on or before January 29, 2002, exercised its consequent right to terminate 
the Agreement under Section 11(a)(iii).  
Grant Order means an FCC Order determining that the Commission is prepared to 
grant an Auction 35 License upon timely payment and receipt of the Amount Due on 
Receipt.
Invalidation Order has the meaning set forth in Section 16.
LC Provider has the meaning set forth in Section 11.
Legislation means legislation precisely in the form of Exhibit A.
Letters of Credit has the meaning set forth in Section 11.
Litigation has the meaning set forth in the recitals.
NextWave has the meaning set forth in the Preamble.
NextWave License Deposit has the meaning set forth in Section 8.
NextWave Payment has the meaning set forth in Section 4.
NextWave Payment Date has the meaning set forth in Section 4.
NextWave Upfront Payment has the meaning set forth in Section 9.
Participating Auction 35 Winning Bidder means those winning bidders in Auction 35 
whose winning bids relate in whole or in part to spectrum previously licensed to 
NextWave and that are listed on Schedule A attached hereto and that have executed and 
delivered this Agreement as of the date hereof, or hereafter pursuant to Section 27, and in 
either case, have not withdrawn as Parties pursuant to Section 24(d).
Party or Parties has the meaning set forth in the Preamble.
Payment Certification means a payment certification, complying with applicable 
Treasury regulations delivered to the United States Department of the Treasury, setting 
forth payment instructions to make the NextWave Payment in accordance with Section 4.
Payment Date has the meaning set forth in Section 16.
Payment Notice has the meaning set forth in Section 4.
Relinquishment Date has the meaning set forth in Section 4.
Remand Order has the meaning set forth in Section 16.
Reversal Order has the meaning set forth in Section 16.
Rules of the Commission means any and all rules, regulations, policies, procedures, 
public notices and orders of the FCC that are in effect at the time an action, event or 
matter in question occurs.
Settlement Motion has the meaning set forth in Section 3.
Settlement Payments has the meaning set forth in Section 9.
Taxable Period has the meaning set forth in Section 4.
Terminating Bidder has the meaning set forth in Section 24.
Termination of Auction 35 License Obligations means the cancellation and rescission 
of rights or obligations under Section 31(a)(iii), (b)(i), (c)(i) or (e)(i), or subparagraph (x) 
of Section 31(d).
Total Tax Liability has the meaning set forth in Section 4.
True-Up Payment has the meaning set forth in Section 9.
United States means the United States of America and any agency, department or 
instrumentality thereof.
Verizon has the meaning set forth in Section 10.
Verizon Letters of Credit has the meaning set forth in Section 11.
Whenever from the context it appears appropriate, each term stated in either the singular or 
plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or 
neuter gender shall include the masculine, the feminine and the neuter.   
2. Legislation.
All non-governmental Parties agree among themselves that they shall cooperate to have the 
Legislation enacted into law no later than December 31, 2001.  All non-governmental Parties 
agree among themselves not to advocate or seek the enactment of legislation covering the subject 
matter of this Agreement that varies in any material respect from the Legislation without the 
express written agreement of all of the non-governmental Parties.  
3. Approval by the Bankruptcy Court.
Not later than fifteen (15) days after the Effective Date, NextWave shall file a Motion for 
Approval of a Compromise of a Controversy pursuant to Federal Rule of Bankruptcy Procedure 
(FRBP) 9019 (the Settlement Motion) in the Bankruptcy Proceedings seeking the entry of an 
order authorizing and directing NextWave to enter into the transactions contemplated in this 
Agreement on the terms set forth herein, to relinquish any and all claims to the Covered 
Spectrum and the Designated Licenses, and to return the Designated Licenses to the FCC in 
exchange for the payments referred to in Section 4 below (such order, the Bankruptcy 
Settlement Approval Order).  NextWave agrees to seek the scheduling of a hearing on the 
Settlement Motion as soon as practicable, consistent with the Bankruptcy Code, after the 
enactment of the Legislation (but not before such enactment), and to file such other motions and 
to take such actions in the Bankruptcy Proceedings as may be necessary to effectuate this 
Agreement.   
4. Payment to NextWave.

a. Conditioned upon (i) enactment of the Legislation, (ii) the occurrence of the Final 
Bankruptcy Settlement Approval Date, and (iii) NextWaves simultaneous surrender and return 
of the Designated Licenses and its complete relinquishment of any and all claims related to the 
Covered Spectrum and the Designated Licenses as set forth in Section 6, and in consideration 
thereof, the FCC agrees to pay to or on behalf of NextWave as provided in subsections (b) and 
(c) below the sum of $9.55 billion (the NextWave Payment), and (unless waived by 
NextWave) the FCC shall deliver a notice pursuant to I TFM 6-8535.20 (the Payment Notice) 
to the United States Department of the Treasury (Department of the Treasury) providing notice 
to the Department of the Treasury for making the NextWave Payment on December 31, 2002, 
unless payment is made earlier pursuant to subsection (b) below.  Concurrent with its delivery of 
the Payment Notice to the Department of the Treasury, the FCC shall provide NextWave with 
notice confirming delivery of the same, and a copy of the Payment Notice.  The effectiveness of 
the Commissions obligation to make the NextWave Payment and its delivery of the Payment 
Notice and NextWaves surrender and return of the Designated Licenses together with the 
relinquishment of any and all claims to the Covered Spectrum and the Designated Licenses shall 
occur simultaneously on or before the tenth Business Day following the Final Bankruptcy 
Settlement Approval Date, but not later than December 31, 2002.  In the event that the Final 
Bankruptcy Settlement Approval Date is after December 19, 2002, NextWave shall be deemed to 
have waived the requirement that the Commission deliver the Payment Notice for purposes of 
this Agreement, provided that such waiver shall not otherwise affect or modify any other term or 
condition of this Agreement, including, without limitation, the FCCs obligation to make the 
NextWave Payment in accordance with subsections 4(b) and 4(c).  The date on which NextWave 
surrenders and returns the Designated Licenses and relinquishes its claims to the Covered 
Spectrum and the Designated Licenses, and the FCC delivers the Payment Notice to the 
Department of the Treasury (unless waived by NextWave), shall hereinafter be referred to as the 
Relinquishment Date.  
b. Upon the occurrence of the Relinquishment Date, the FCC will be obligated to 
make the NextWave Payment in the manner provided in subsection (c) below on the first to 
occur of the following (the NextWave Payment Date):
i. the fifteenth day following delivery to the Department of the Treasury of a 
Payment Certification which shall be made by the FCC no later than the seventh Business 
Day after the date on which the United States has received aggregate cash proceeds equal 
to or greater than $9.55 billion from the payment by Participating Auction 35 Winning 
Bidders of Amounts Due on Receipt in respect of Auction 35 Licenses and the Auction 
35 Deposits relating to such Licenses;
ii. the fifteenth day following delivery to the Department of the Treasury of a 
Payment Certification which shall be made by the FCC no later than the seventh Business 
Day after the date that an order is entered by any court in a proceeding under the 
exclusive review provisions of the Legislation that is Final, which precludes or has the 
legal effect of precluding the grant of the Auction 35 Licenses to the Auction 35 Winning 
Bidders; or
iii. December 31, 2002.
NextWave shall give all of the non-governmental Parties notice in accordance with Section 42 of 
its receipt of the Cash Payment.
c. On the NextWave Payment Date, and in satisfaction of the obligation described in 
subsection (a) of this Section 4, the United States will make a $6.498 billion cash payment (the 
Cash Payment) directly to NextWave, and will pay $3.052 billion to the United States as a 
nonrefundable advance tax payment (the Advance Tax Payment) on behalf of, and for the 
benefit of, NextWave for the tax period in which the Relinquishment Date occurs (the Taxable 
Period).  This Advance Tax Payment shall be available toward satisfaction of the total federal 
income tax liability of NextWave with respect to the transaction that is the subject of this 
Agreement (Total Tax Liability).  This Advance Tax Payment of $3.052 billion can be used by 
NextWave only as a credit against its Total Tax Liability for the Taxable Period and not on a 
subsequent claim for refund; and it cannot be carried forward or carried back to any other tax 
period and is not available for use or tax benefit in any year other than the Taxable Period.  
Notwithstanding any provision of law, NextWave agrees that the United States can retain all of 
NextWaves Advance Tax Payment, irrespective of NextWaves total federal income tax liability 
and any other payments NextWave is required to make to the United States pursuant to this 
Agreement or otherwise.
5. Payment to NextWave Unaffected by Legal Challenges.

Provided that the conditions set forth in Section 4(a) have been satisfied, and except as provided 
in Sections 4(b)(i) and (ii) and 24(a)(iii), neither the timing nor the amount of the NextWave 
Payment to NextWave pursuant to the spending authority provided by the Legislation shall be 
delayed or affected by any legal challenges related to the Legislation, and it shall not be delayed 
or affected by any legal challenges to the FCCs grant of any Auction 35 License.

6. Surrender and Return of Designated Licenses and Release By NextWave.

a. Within seven (7) days after the Effective Date, NextWave will file with the 
Commission an application for a non-substantial (pro forma) transfer of the Designated Licenses 
from NextWave Power Partners Inc. and NextWave Personal Communications Inc. to NextWave 
Telecom Inc.  Upon receipt and acceptance of such application, the Commission shall reach a 
disposition as promptly as practicable.  Neither the failure by the Commission to grant such an 
application nor the time by which the Commission disposes of such application shall affect the 
rights or obligations of the Parties under this Agreement. 
b. Simultaneous with, and conditioned upon, the effectiveness of the Commissions 
obligation to make the NextWave Payment and its delivery of the Payment Notice to the 
Department of the Treasury (unless waived by NextWave), the Designated Licenses are 
surrendered and returned to the Commission, any and all of NextWaves rights and interest in 
and claims to the Covered Spectrum and the Designated Licenses are extinguished, and 
NextWave shall discontinue its pursuit of such rights, interest, claims and other rights with 
respect to the Covered Spectrum and the Designated Licenses in proceedings before the FCC and 
in any other proceedings, including without limitation, those taking place in Case Nos. 00-1402 
and 00-1403 in the United States Court of Appeals for the District of Columbia Circuit, and any 
further proceedings arising therefrom (the D.C. Circuit Proceedings), and the Chapter 11 
bankruptcy proceedings pending in Case No. 98 B 21529 in the Bankruptcy Court for the 
Southern District of New York and any further proceedings arising therefrom (the Bankruptcy 
Proceedings); provided, however, that nothing in this Section shall prevent NextWave from 
taking all actions necessary to complete the Bankruptcy Proceedings in the manner contemplated 
by this Agreement.  The Parties acknowledge and agree that this Agreement and the occurrence 
of the Final Bankruptcy Settlement Approval Date are not related to or conditioned in any 
respect upon NextWaves ability to propose a bankruptcy plan and/or to have such a plan 
confirmed.   
7. Satisfaction by NextWave of Tax Liability.

NextWave shall pay to the Internal Revenue Service its full and complete federal tax liability 
with respect to the transaction that is the subject of this Agreement.  The Advance Tax Payment 
set forth in Section 4(c) shall be available toward satisfaction of NextWaves full and complete 
federal tax liability with respect to the transaction that is the subject of this Agreement.  Nothing 
in this Agreement is to be construed as determining NextWaves federal tax liability for the 
Taxable Period or any other tax year, and nothing in this Agreement restricts the Internal 
Revenue Services rights to determine NextWaves federal income tax liability for the Taxable 
Period or any other tax year.  Payment of its full and complete federal tax liability shall not 
permit NextWave to avoid payment to the United States of any other amounts it is obligated to 
pay the United States pursuant to the terms of this Agreement or otherwise.  Consistent with this 
Section, NextWave has entered into the Closing Agreement on Final Determination Covering 
Specific Matters that is attached hereto as Exhibit C.  The United States and the FCC agree, in 
accordance with applicable laws and regulations, to maintain the confidentiality of any tax 
information provided to them, and NextWave agrees that the United States and the FCC may use 
and disclose such tax information as may be necessary to enforce this Agreement.
8. Satisfaction of License Debt.

On the Relinquishment Date, the United States and the Commission shall cancel all outstanding 
indebtedness of NextWave due the FCC (including any accrued interest and penalties) arising 
out of the Designated Licenses.  In addition, as part of NextWaves full satisfaction of its debt, 
the Commission shall retain the $499,004,905.33 in down payments that NextWave previously 
made on the Designated Licenses (the NextWave License Deposit).
9. Government Receipts from NextWave.

a. Upfront Payment.  In addition to the payments set forth in Sections 4(c), 7, 8, and 
9(b) and (c), on the first Business Day after receipt of the Cash Payment, NextWave shall make a 
payment equal to $30 million (the NextWave Upfront Payment) to the Commission.
b. Settlement Payments.  In addition to the payments set forth in Sections 4(c), 7, 8, 
and 9(a), after NextWave receives the Cash Payment, and on the first Business Day after the 
filing of NextWaves federal income tax return for the Taxable Period, NextWave shall make a 
payment to the Commission equal to $150 million (the True-Up Payment), subject to 
adjustment as set forth below in this subsection.  To the extent that the True-Up Payment, the 
NextWave License Deposit, the NextWave Upfront Payment, and the greater of the Advance 
Tax Payment and the Total Tax Liability  (collectively, the Settlement Payments) are less than 
$3.731 billion, NextWave shall increase the True-Up Payment to the Commission so that the 
Settlement Payments equal $3.731 billion.  Similarly, to the extent that the Settlement Payments 
exceed $3.731 billion, NextWave shall reduce the True-Up Payment so that the Settlement 
Payments equal $3.731 billion.  If the NextWave License Deposit, the NextWave Upfront 
Payment, and the Total Tax Liability together exceed $3.731 billion, NextWave agrees that it is 
not entitled to any reduction, offset, or refund of any payments.  Once NextWave has satisfied its 
payment obligations set forth in this Section 9, and Sections 4(c), 7, and 8, the FCC and the 
United States shall have no rights to recover anything further from NextWave with regard to this 
Agreement; provided, however, that nothing in this Agreement shall affect the liability of 
NextWave with respect to any liability arising out of fraud, antitrust, tax, or criminal claims. 
c. Additional Payment.  If the United States is entitled to terminate this Agreement 
as a result of Verizons failure to cause the Verizon Letters of Credit to be issued pursuant to 
Section 11(a) and does not exercise such termination right, NextWave shall pay the sum of $200 
million to the United States on the first Business Day after receipt of the Cash Payment.
10. Payments by NextWave to Verizon and Alaska.

On the first Business Day after the receipt of the Cash Payment, but in no event later than 
December 31, 2002, NextWave shall pay (i) to the Cellco Partnership, d/b/a Verizon Wireless 
(Verizon), the sum of  $118.1 million, provided that Verizon has previously caused to be 
issued the Verizon Letters of Credit; and (ii) to Alaska Native Wireless, L.L.C. (Alaska), the 
sum of $25 million, provided that Alaska has previously caused to be issued the Alaska Letters 
of Credit, such payments to be made by wire transfer of immediately available funds.  
11. Letters of Credit.
	a.	Delivery of Letters of Credit.

i. Alaska shall cause to be issued for the benefit of the United States, on or 
prior to the latest of (i) the fifth Business Day following issuance of an FCC Order 
determining that the Commission is prepared to grant one or more closed Auction 35 
licenses to Alaska, (ii) January 14, 2002, and (iii) the fifth Business Day after the entry of 
the Bankruptcy Settlement Approval Order, one or more irrevocable standby letters of 
credit in the aggregate amount of $2,451,423,150 (each, individually an Alaska Letter of 
Credit and, collectively, the Alaska Letters of Credit).  If Alaska fails to cause the 
Alaska Letters of Credit to be issued, no Party shall have any rights or remedies against 
Alaska in respect of such non-issuance, and neither Alaska nor any other person shall 
have any liability to any other Party in respect of any such non-issuance.
ii. Verizon (Verizon and Alaska, each an LC Provider) shall cause to be 
issued for the benefit of the United States, on or prior to January 14, 2002, one or more 
irrevocable standby letters of credit in the aggregate amount of $7,692,113,700 (each, 
individually, a Verizon Letter of Credit and, collectively, the Verizon Letters of 
Credit; the Alaska Letters of Credit and the Verizon Letters of Credit are from time to 
time referred to herein collectively as the Letters of Credit).
iii. If Verizon fails to cause the Verizon Letters of Credit to be issued on or 
before January 14, 2002, in accordance with the terms of this Section 11, and fails to cure 
such non-issuance on or before January 24, 2002, the United States may terminate this 
Agreement by written notice to each Party provided on or before January 29, 2002.  The 
Parties agree that this right of termination shall be the sole and exclusive remedy of the 
United States and the Commission against Verizon in the event that Verizon does not 
provide its applicable Letters of Credit pursuant to this Section 11, that no other Party 
shall have any rights or remedies against Verizon in respect of any such non-issuance or 
in respect of the termination or the exercise by the United States of its right to terminate 
this Agreement, and that neither Verizon nor any other person shall have any liability to 
any other Party in respect of any such non-issuance.
iv. The obligations of Alaska and Verizon under this Section 11 are several, 
not joint.
		v.	The United States shall, one day following the applicable Payment Date, 
provide written notice to the LC Provider if the United States has not received on the 
Payment Date amounts owed by such LC Provider if the payment of such amounts is 
secured by the LC Providers Letter of Credit.  On the first day after receiving such 
notice, the applicable LC Provider shall provide the United States with written notice 
stating the amount that the United States should draw on each Letter of Credit caused to 
be issued by such LC Provider in the event the United States draws on such LC 
Providers Letters of Credit.  Failure by an LC Provider to provide such notice in a timely 
manner shall not in any way prevent the United States from making a draw under such 
LC Providers Letters of Credit.
		vi.	Each of the LC Providers will cause the bank or banks issuing its Letters 
of Credit to provide prompt telephonic confirmation to designated persons at the FCC, in 
the event of a draw on the Letters of Credit, that the draw has been honored and that the 
requisite funds have been transferred to the United States.
b. Terms of Letters of Credit.  The Letters of Credit shall be issued in accordance 
with the following terms:
i. Each Letter of Credit shall be issued by a bank, shall contain the terms 
specified in this Section, and shall otherwise be in form and substance reasonably 
satisfactory to the United States.  On or before the third day after the Effective Date, each 
of Alaska and Verizon shall provide the United States with notice of the names of the 
banks it contemplates may issue the Letters of Credit it is obligated to cause to be 
provided and thereafter shall provide the United States with a supplemental notice or 
supplemental notices of the names of any additional banks it contemplates may issue 
such Letters of Credit, with any such supplemental notices provided to the United States 
no later than fifteen (15) Business Days prior to the expected issuance of the Letters of 
Credit.  If the United States determines that any bank so identified in the initial or any 
supplemental notice is unsatisfactory to it, the United States shall promptly provide 
notice to such effect to the LC Provider that identified such bank.  Notwithstanding the 
foregoing, (x) any United States bank that (i) is among the 50 largest United States banks, 
determined on the basis of total assets as of December 31, 2000, (ii) whose deposits are 
insured by the Federal Deposit Insurance Corporation, and (iii) has a long-term unsecured 
credit rating issued by Standard & Poors of A- or better (or an equivalent rating from 
another nationally recognized credit rating agency) shall be deemed satisfactory to the 
United States; and (y) any non-U.S. bank that (i) is among the 50 largest non-U.S. banks 
in the world, determined on the basis of total assets as of December 31, 2000 (determined 
on a U.S. dollar equivalent basis as of such date), (ii) has a branch office in New York 
City or such other branch office agreed to by the United States, (iii) has a long-term 
unsecured credit rating issued by a widely-recognized credit rating agency that is 
equivalent to an A- or better rating by Standard & Poors, and (iv) issues the Letter of 
Credit payable in United States dollars shall be deemed satisfactory to the United States.  
Not later than December 8, 2001, each LC Provider shall provide to the United States a 
proposed form or forms of such Letter of Credit.  The United States shall review such 
form or forms as promptly as practicable and shall notify such LC Provider as promptly 
as practicable whether or not such form is satisfactory to the United States.  
Notwithstanding the foregoing, a Letter of Credit that conforms to the form attached 
hereto as Exhibit B shall be deemed satisfactory to the United States. 
ii. The Letters of Credit shall expire on December 31, 2002, provided that the 
Letters of Credit may be terminated earlier as set forth in subsection (d) below or reduced 
as provided in subsection (e) below.
iii. The Letters of Credit shall provide for partial drawings.  
iv. If an LC Provider has provided more than one Letter of Credit, then, 
subject to the LC Providers giving the notice required pursuant to Section 11(a)(v), any 
draws on or reductions of such Letters of Credit shall be made pro rata based on the 
amount of each Letter of Credit, as set forth in more detail below, or on such other basis 
as an LC Provider and the United States shall agree.
v. Each Letter of Credit shall provide that the issuing bank honor a draw on 
the Letter of Credit not later than three (3) Business Days after presentment by the United 
States of the documentation required by the terms of the Letter of Credit.
vi. If a bank issuing a Letter of Credit declares bankruptcy, becomes 
insolvent, has a receiver or conservator appointed, or is taken over by applicable 
regulatory agencies, or if a non-U.S. bank issuing a Letter of Credit closes its branch 
office in New York City, the applicable LC Provider shall, at the request of the United 
States, promptly cause to be issued for the benefit of the United States a substitute Letter 
of Credit.  The bank issuing such substitute Letter of Credit shall satisfy the criteria set 
forth in this Section 11(b), and the form of such substitute Letter of Credit shall be 
reasonably satisfactory to the United States.
vii. Each Letter of Credit issued by a non-U.S. bank shall provide that a draw 
on the Letter of Credit may be presented at the banks branch office in New York City.
viii. Each Letter of Credit shall provide that a draw on the Letter of Credit may 
be presented by submission of the required documentation to the banks address specified 
in the Letter of Credit, with presentment to be effected either by personal delivery or 
delivery by a nationally-recognized overnight delivery service.		
c. Drawings under Letters of Credit.  The issuance of the Letters of Credit shall not 
alter the times when payment is due from either Alaska or Verizon under Section 16 of this 
Agreement; the Letters of Credit are security for the LC Providers payment obligations under 
Section 17 that may be drawn by the United States three (3) days after the Payment Date in 
respect of a particular Auction 35 License if the applicable LC Provider has not paid for such 
License by such date.  The United States will have the right to draw on a Letter of Credit, in 
accordance with its terms, if and only if all of the following events have occurred as of the date 
of such draw and the FCC so certifies in connection with any draw under such Letter of Credit 
that:   
i.	The LC Provider did not make a payment to the FCC in the amount of 
$_____ pursuant to the terms of Sections 16 and 17 of the Settlement Agreement on or 
before the Payment Date applicable to such payment;
ii.	At least three (3) days have passed since the Payment Date for such 
payment; and 
iii.	The LC Provider has not paid to the FCC the amount specified in clause 
(i) above.
Subject to receiving the notice from an LC Provider set forth in clause (v) of subsection (a) of 
this Section 11, the FCC shall also certify as to the amount to be drawn under the Letter of 
Credit, which shall equal (a) the amount specified in clause (i) above multiplied by (b) an 
amount equal to (A) the initial amount of the Letter of Credit divided by (B) the total initial 
amount of all Letters of Credit provided by such LC Provider.  If such notice is not received, 
then the FCC shall certify as to the amount to be drawn under the Letter of Credit, which shall be 
the amount specified in clause (i) above, less the aggregate amounts drawn under all other 
Letters of Credit provided by the LC Provider in connection with the defaulted payment 
described in clause (i) above.
d. Termination of Letters of Credit.  Each Letter of Credit will provide that it shall 
be terminated on December 31, 2002 or, if earlier, immediately upon delivery to the issuing bank 
of a certificate from Alaska or Verizon, as the case may be, which has been countersigned, after 
prompt consultation with the United States Department of Justice, by an authorized signatory of 
the FCC (an Authorized Signatory), who shall be the Managing Director (or Acting Managing 
Director) of the FCC, or his or her designee, to the effect that one of the following circumstances 
has occurred:
i. The Settlement Agreement has terminated in accordance with the 
provisions thereof;
ii. The LC Provider has paid to the FCC all amounts it is required to pay 
under Section 17 of the Settlement Agreement;  
iii. A court of competent jurisdiction has entered an order that is Final, which 
has the effect of preventing the FCC from granting to the LC Provider its Auction 35 
Licenses; or
iv. The United States and the Commission have accepted Alternative Security 
Arrangements.
Any required countersignature by the Authorized Signatory shall not be discretionary, and such 
person shall provide such countersignature if the circumstances set forth in the certificate in 
question are true and correct.  
e. Reduction of Letter of Credit.  Each Letter of Credit will provide that the amount 
of the Letter of Credit shall be reduced upon delivery to the issuing bank of a certificate from the 
applicable LC Provider, which has been countersigned by an Authorized Signatory, stating that:
i.	The LC Provider has paid to the FCC the sum of $_____________, 
representing an amount equal to the Amounts Due on Receipt paid for Auction 35 
Licenses that were paid for and granted to such LC Provider in respect of which there 
have been no prior reductions of the amount of the Letter of Credit ;
ii.	The amount of the Letter of Credit shall be reduced by $_____, which 
equals (a) the amount described in clause (i) multiplied by (b) an amount equal to (A) the 
initial amount of the Letter of Credit divided by (B) the total initial amount of all Letters 
of Credit provided by such LC Provider; and 
iii.	After giving effect to the reduction, the amount of the Letter of Credit 
shall be $___________ [insert amount of the Letter of Credit prior to reduction minus the 
amount specified in clause (ii)].
Any required countersignature by the Authorized Signatory shall not be discretionary, and such 
person shall provide such countersignature if the facts set forth in the certificate in question are 
true and correct.  
f. No Injunction Against a Draw.  No Party shall seek to enjoin the United States 
from drawing on, or a bank from honoring, a Letter of Credit.
	g.	Alternative Security Arrangements.  At any time, either LC Provider may propose 
to the United States alternative security arrangements in lieu of its Letters of Credit for its 
payment obligations under this Agreement.  The United States and the Commission may, in their 
sole and absolute discretion, agree in writing to accept the substitution of such arrangements 
(such arrangements, if so accepted, Alternative Security Arrangements).  Upon the 
implementation by the LC Provider of Alternative Security Arrangements, the LC Provider shall 
be deemed, for purposes of this Agreement, including without limitation, Sections 10, 11, and 12 
and the definition of Final Bankruptcy Settlement Approval Date, to have caused to be issued its 
applicable Letters of Credit.

12. Deposit Refunds.
Upon the receipt by the United States of the Verizon Letters of Credit, the United States shall 
refund to Verizon the sum of $854,679,300 from its Auction 35 Deposits held by the 
Commission, and upon the receipt by the United States of the Alaska Letters of Credit, the 
United States shall refund to Alaska the sum of $272,380,350 from its Auction 35 Deposits held 
by the Commission.  The Commission shall direct the payment of the refund after receiving 
instructions from the payor(s) of record, in accordance with the Commissions auction refund 
procedures, such payments to be made as promptly as practicable but in any event within 
fourteen (14) days of receipt of the applicable Letters of Credit, if the LC Provider has complied 
with such procedures.
13. FCC Resolution of Pending Regulatory Challenges to the Designated Licenses.
a. 	The FCC shall issue an FCC Order or FCC Orders taking all regulatory actions 
necessary to act on the pending matters specified in Schedule C1 hereto.  
b. On or before the tenth Business Day after the Relinquishment Date, each of the 
applicable non-governmental Parties shall file with the Commission a request to withdraw the 
Commission filings set forth on Schedule C2, and the Commission shall act on such requests as 
necessary.   
14. FCC Resolution of License Applications Submitted in Connection with 
Auction 35.
a. Subject to the provisions of this Agreement and the Legislation, the Commission 
shall endeavor to take all regulatory actions necessary to act on each application for an Auction 
35 License submitted by the Participating Auction 35 Winning Bidders as promptly as 
practicable and shall issue one or more Disposition Orders regarding such applications.  A Grant 
Order shall be considered to be a Disposition Order.
b. In the event the Commission determines that any Participating Auction 35 
Winning Bidder is not qualified under the Rules of the Commission or the Communications Act 
to hold an Auction 35 License for which it submitted the winning bid, that bidder remains 
subject to this Agreement, including the last sentence of Section 31(g).
15. Resolution of Pending Matters Not Prejudged and Authority Not Impaired.
Nothing in this Agreement shall be construed (a) to suggest that the FCC has prejudged the 
qualifications of a Participating Auction 35 Winning Bidder to hold an FCC license, or the 
disposition of any applications for Auction 35 Licenses or any other pending proceedings, or (b) 
to impede the FCC from exercising the full extent of its authority in deciding whether to grant 
any such application.
16. Timing of Payment to FCC by Participating Auction 35 Winning Bidders.
a. Basic Payment Deadline.  A Participating Auction 35 Winning Bidder shall pay to 
the FCC the applicable Amount Due on Receipt no later than the date (the Payment Date) 
which is the later of (i) ten (10) Business Days after the issuance of the Grant Order with respect 
to a particular Auction 35 License and (ii) June 28, 2002; provided, however, that the Payment 
Date for a Participating Auction 35 Winning Bidder as to which no Disposition Order has been 
released on or before March 29, 2002 shall be the later of the date determined above and ninety 
(90) days following the release of the first Disposition Order with respect to any license offered 
in Auction 35 applicable to that Participating Auction 35 Winning Bidder; and provided, further, 
that notwithstanding anything to the contrary in Sections 14 and 16, no Grant Order shall be 
issued prior to the Relinquishment Date.  An applicable Payment Date may be further extended 
but cannot be shortened by subsections (b), (c) and (d) of this Section 16. 
b. Court Remand.  In the event of the entry of a court order in litigation authorized 
by the exclusive review provisions of the Legislation that remands or refers to the Commission a 
proceeding brought to review the constitutionality of the Legislation or to review the FCC 
Settlement Approval Order (such court order, the Remand Order), the Payment Date shall not 
occur until ten (10) Business Days after (i) the entry of a court order reversing or overturning 
such Remand Order, or (ii) the Commission has, subsequent to the Remand Order, released an 
order approving the Agreement (Commission Order on Remand), and (A) the time for seeking 
judicial review of the Commission Order on Remand has expired and such review has not been 
sought, or (B) the United States Court of Appeals for the District of Columbia Circuit has 
entered an order affirming the Commission Order on Remand.  
c. Court Reversal or Vacatur.  In the event of the entry of a court order in litigation 
authorized by the exclusive review provisions of the Legislation that reverses or vacates, but 
does not remand or refer, the FCC Settlement Approval Order (such court order, the Reversal 
Order), the Payment Date shall not occur until ten (10) Business Days after the entry of a 
subsequent order by the United States Court of Appeals for the District of Columbia Circuit or 
the United States Supreme Court, whichever is earlier, that reverses or vacates the Reversal 
Order or affirms the FCC Settlement Approval Order, or the FCC Settlement Approval Order 
otherwise becomes Final.
	d.	Order Invalidating the Legislation.  In the event of the entry of a court order in 
litigation authorized by the exclusive review provisions of the Legislation that invalidates the 
Legislation (the Invalidation Order), the Payment Date shall not occur until ten (10) Business 
Days after (i) the Invalidation Order is reversed or vacated, or (ii) the FCC Settlement Approval 
Order otherwise becomes Final.

	e.	Early Payment.  Any Participating Auction 35 Winning Bidder may, at its option, 
at any time after the release of the Grant Order or Orders for its Auction 35 Licenses, and prior to 
the Payment Date, tender payment of the Amount Due on Receipt in respect of all of the Auction 
35 Licenses as to which Grant Orders have been released with respect to such Participating 
Auction 35 Winning Bidder and thereby receive those Licenses upon payment.  Any 
Participating Auction 35 Winning Bidder who wishes to pay for and receive such Licenses prior 
to the Payment Date shall notify the Commission in writing of such intent.  
	f.	Failure to Pay.  Any Participating Auction 35 Winning Bidder that fails to pay, by 
the applicable Payment Date, the Amount Due on Receipt for an Auction 35 License shall be in 
default with respect to such License under the Rules of the Commission and immediately subject 
to the payment and default obligations specified therein; provided, however, that no such default 
shall arise with respect to Alaska or Verizon to the extent its payment obligations may be or have 
been satisfied by a draw on its Letters of Credit or recourse to any Alternative Security 
Arrangements.
17. Amount of Payment to FCC by Participating Auction 35 Winning Bidders.
On the applicable Payment Date, each Participating Auction 35 Winning Bidder that the 
Commission determines to be qualified to hold one or more Auction 35 Licenses shall pay to the 
FCC the Amount Due on Receipt for each Auction 35 License with respect to which the 
Commission has made such determination.  This Section is not intended to, and shall not be 
construed to, preclude use of any auction discount voucher in accordance with its terms to the 
extent such discount voucher is otherwise available to a Participating Auction 35 Winning 
Bidder.  
18. Reserved.
19. Certiorari in the D.C. Circuit Proceedings. 
If any petition for a writ of certiorari pertaining to the actions that are part of the D.C. Circuit 
Proceedings is pending on the Effective Date, or if any petition is filed after the Effective Date, 
then NextWave agrees to apply to extend the time for it to respond to such petition, and to file 
for further extensions, as necessary, to extend the deadline for its response past the Final 
Bankruptcy Settlement Approval Date.  The Parties, other than NextWave, that are also parties to 
the certiorari proceedings agree not to oppose any such application to extend.  At such time as 
the United States Supreme Court refuses to extend NextWave's time to respond and all other 
available means of obtaining deferral have been exhausted, all Parties that are also parties to the 
certiorari proceedings agree to file a joint motion to defer consideration of the petitions for 
certiorari until after the Final Bankruptcy Settlement Approval Date.  In the event that the United 
States Supreme Court grants certiorari before the Final Bankruptcy Settlement Approval Date, 
the parties shall seek to defer briefing on the merits through that date.  After the Final 
Bankruptcy Settlement Approval Date, the Parties that are also parties to the certiorari 
proceedings shall promptly cause the withdrawal of any pending petitions for certiorari to which 
they are a party, pertaining to the actions that are part of the D.C. Circuit Proceedings, and shall 
seek dismissal if certiorari has been granted.  It is the intent of the parties that, except as 
otherwise provided in this Agreement, no decision of any court shall excuse performance of this 
Agreement unless such decision expressly invalidates the Agreement or makes compliance with 
the Agreement unlawful.
20. No Decision on the Merits.
This Agreement sets forth a compromise and settlement of disputed claims for the purpose of 
avoiding the costs, disruptions, and uncertainties associated with further litigation.  Such 
compromise and settlement does not constitute a ruling on the merits, an admission as to any 
issue of fact or principle at law or an admission of liability of any Party.  Any and all such 
admissions are expressly denied by all Parties to this Agreement.  Nothing in this Agreement is 
meant to imply that an FCC license can be considered property of an estate in bankruptcy, or that 
an FCC licensee, by virtue of its license, holds any property interest in the spectrum.  The use of 
the phrases returning a license or surrendering a license (or use of variants of such phrases) 
in this Agreement is meant only to refer to the relinquishment of the authorizations specified in a 
license.
21. No Admission of Jurisdiction.
Nothing in this Agreement should be construed as an admission by the FCC that a bankruptcy 
court or district court has subject matter jurisdiction to review decisions of the FCC with respect 
to the allotment, allocation, or assignment of spectrum licenses.
22. Mutual Release of Claims.

a. 	NextWave releases, acquits, and forever discharges:
i. upon delivery of the Cash Payment and the Advance Tax Payment, the 
FCC and the United States, together with each and every past and present agent, servant, 
employee, representative, or attorney thereof, and 
ii. upon the Relinquishment Date, each Participating Auction 35 Winning 
Bidder, together with each and every past and present, direct or indirect, member, 
shareholder, owner and affiliate thereof, and each officer, director, manager, partner, 
principal, agent, servant, employee, representative, and attorney of each of the foregoing,
from any and all claims, causes of action, suits, debts, liens, obligations, liabilities, demands, 
losses, costs and expenses (including attorneys fees) of any kind, character, or nature 
whatsoever, known or unknown, fixed or contingent (collectively, hereinafter, the Claims), 
which NextWave may have or claim to have now or which may hereafter arise out of, relate to, 
or be connected with any act of commission or omission, or other circumstances, existing or 
occurring prior to the Effective Date relating to the Designated Licenses (including any claims 
for a refund or a return of its down payments), to Covered Spectrum or to Auction 35. 

b. Effective upon the receipt by the United States of Settlement Payments from 
NextWave of $3.731 billion and any amounts required to be paid by NextWave pursuant to 
Section 9(c), and subject to the condition that the Relinquishment Date shall previously have 
occurred, the FCC and the United States release, acquit, and forever discharge NextWave and 
each and every past and present, direct or indirect, member, shareholder, owner, and affiliate 
thereof, and each officer, director, manager, partner, principal, agent, servant, employee, 
representative, and attorney of NextWave, from any and all Claims which the FCC and the 
United States may have or claim to have now or which may hereafter arise out of, relate to, or be 
connected with any act of commission or omission, or other circumstances, existing or occurring 
prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to 
Auction 35, except with respect to federal taxes.  The United States release includes, but is not 
limited to, the release of the proof of claim the United States filed in the Bankruptcy 
Proceedings, which it will withdraw with prejudice.  Notwithstanding anything to the contrary in 
this subsection (b), nothing in this Agreement shall affect the liability of any of the non-
governmental Parties to the United States or the FCC arising out of fraud, antitrust, tax, or 
criminal claims, or out of violations of the Rules of the Commission involving misrepresentation, 
lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other 
acts of substantial misconduct.
c. Effective upon the FCCs receipt of the full and final Amounts Due on Receipt 
from a Participating Auction 35 Winning Bidder for all of its Auction 35 Licenses that it is 
qualified to hold (and for so long as the United States has not refunded such amounts or, having 
refunded such amounts, upon repayment of them pursuant to Section 31), the FCC and the 
United States release, acquit and forever discharge the relevant Participating Auction 35 
Winning Bidder and each and every past and present, direct or indirect, member, shareholder, 
owner, and affiliate thereof, and each officer, director, manager, partner, principal, agent, 
servant, employee, representative, and attorney of each of the foregoing, from any and all Claims 
which the FCC and the United States may have or claim to have now or which may hereafter 
arise out of, relate to, or be connected with any act of commission or omission, or other 
circumstances, existing or occurring prior to the Effective Date relating to the Designated 
Licenses, to Covered Spectrum or to Auction 35.  Notwithstanding anything to the contrary in 
this subsection (c), nothing in this Agreement shall affect the liability of any of the non-
governmental Parties to the United States or the FCC arising out of fraud, antitrust, tax, or 
criminal claims, or out of violations of the Rules of the Commission involving misrepresentation, 
lack of candor, collusion prohibited by Section 1.2105 of the Rules of the Commission or other 
acts of substantial misconduct.
d. Effective upon the Relinquishment Date, each Participating Auction 35 Winning 
Bidder releases, acquits, and forever discharges NextWave and each and every past and present, 
direct or indirect, member, shareholder, owner, and affiliate thereof, and each officer, director, 
manager, partner, principal, agent, servant, employee, representative, and attorney of NextWave, 
and its creditors, from any and all Claims which any such Participating Auction 35 Winning 
Bidder may have or claim to have now or which may hereafter arise out of, relate to, or be 
connected with any act of commission or omission, or other circumstances, existing or occurring 
prior to the Effective Date relating to the Designated Licenses, to Covered Spectrum, or to 
Auction 35; provided, however, that a Participating Auction 35 Winning Bidders release of 
NextWave pursuant to this Section 22 does not include proof of claim No. 211 filed by Primeco 
Personal Communications LP in the Bankruptcy Proceedings.
e. Subject to the second sentence of Section 23(a) and effective upon grant to a 
Participating Auction 35 Winning Bidder of all of its respective Auction 35 Licenses that it is 
qualified to hold, each such Participating Auction 35 Winning Bidder releases, acquits, and 
forever discharges the FCC and the United States, together with each and every past and present 
agent, servant, employee, representative, or attorney thereof, from any and all Claims which any 
such Participating Auction 35 Winning Bidder may have or claim to have now or which may 
hereafter arise out of, relate to, or be connected with any act of commission or omission, or other 
circumstances, existing or occurring prior to the Effective Date relating to the Designated 
Licenses, to Covered Spectrum, or to Auction 35; provided, however, if the FCCs failure to 
grant any such Auction 35 Licenses is due to the Participating Auction 35 Winning Bidders 
failure to pay for and accept such Licenses, this release will become effective upon the later of 
(x) the last applicable Payment Date for all Licenses the Participating Auction 35 Winning 
Bidder was qualified to hold, or (y) the date of the last applicable FCC Order that is Final and 
that disposes of any challenges to the Grant Orders or Disposition Orders relating to any such 
non-issued Licenses; provided, further, that if the Participating Auction 35 Winning Bidder 
accepts any Auction 35 Licenses but challenges any aspect of the Grant Orders or Disposition 
Orders relating to any such Licenses, this release will become effective upon the date of the last 
applicable FCC Order that is Final and that disposes of such challenges; provided, further, that if 
the FCC grants no Licenses to a Participating Auction 35 Winning Bidder because such bidder is 
not qualified to hold any such Licenses, this release will become effective upon the later of (x) 
the release date of the last Disposition Order determining that the Participating Auction 35 
Winning Bidder is not qualified to hold an Auction 35 License, or (y) the date of the last 
applicable FCC Order that is Final and that disposes of any challenges to any Disposition Orders 
determining that the Participating Auction 35 Winning Bidder is not qualified to hold such 
Auction 35 Licenses.  This release shall remain effective so long as the United States has not 
refunded the applicable Amounts Due on Receipt or, having refunded such amounts, upon 
repayment of them pursuant to Section 31.
f. Nothing contained in this Section 22 shall act to waive, limit or impair the FCCs 
or the United States authority to enforce the laws of the United States, including, but not limited 
to, the assessment and collection of sums due pursuant to the Internal Revenue Code of 1986, as 
amended, and the Treasury regulations thereunder and the FCCs exercise of authority over the 
public spectrum (and without limitation over licenses issued by the Commission) under the 
Communications Act and the Rules of the Commission to the extent consistent with the 
Legislation and this Agreement.  Nothing contained in this Section 22 shall act to waive, limit or 
impair the rights or obligations of the Parties under this Agreement.
23. Waivers.
a. Review of FCC Implementing Orders.  To the extent that the FCC Implementing 
Orders implement and are not inconsistent with the Legislation and the terms of this Agreement 
and this Agreement remains in effect, NextWave and the Participating Auction 35 Winning 
Bidders waive any and all rights they may have to seek administrative or judicial 
reconsideration, review, appeal, or stay, or to otherwise challenge or contest the validity of this 
Agreement, the FCC Implementing Orders and the Legislation.  Notwithstanding anything in this 
provision or Section 22(e) to the contrary, each Participating Auction 35 Winning Bidder 
reserves any rights it may have to seek administrative or judicial reconsideration, review, appeal, 
or stay or to otherwise challenge or contest the validity of FCC Orders disposing of its individual 
Auction 35 license applications, but only to the extent such reconsideration, review, appeal, stay 
or other challenge or contest does not implicate the validity or enforceability of this Agreement, 
the Legislation or the FCC Settlement Approval Order.
b. Enforcement of FCC Implementing Orders.  Except as provided in the second 
sentence of Section 23(a), NextWave and the Participating Auction 35 Winning Bidders agree 
that if the United States or the FCC brings a judicial action to enforce the terms of the FCC 
Implementing Orders on or after the effective date of the Legislation, NextWave and the 
Participating Auction 35 Winning Bidders shall not contest the validity of the FCC 
Implementing Orders to the extent that the FCC Implementing Orders implement and are 
consistent with the Legislation and the terms of this Agreement.  The FCC agrees to exercise its 
authority to enforce the FCC Implementing Orders only in a manner that is not inconsistent with 
the Legislation and the terms of this Agreement. 
c. Waivers of Rights to Challenge Commission Action.  Subject to subsection (a) of 
this Section 23, the Parties explicitly waive the right to challenge (i) this Agreement; (ii) the 
Legislation; (iii) the FCC Implementing Orders to the extent those orders are consistent with this 
Agreement and the Legislation; and (iv) any actions taken by the Commission to enforce this 
Agreement or the Legislation, including the imposition of payment and default obligations, to the 
extent those actions are consistent with the Rules of the Commission and with this Agreement 
and the Legislation; provided, however, that NextWave does not waive the right to challenge 
decisions by the Commission in the matters set forth in Sections 6(a) and 13(a).  The Parties 
expressly waive the right to rely on statutory rights, including those set forth in the Bankruptcy 
Code, that might allow a carrier to recapture, reduce, avoid, or set aside its payment to the United 
States.  However, nothing in this provision shall waive or otherwise preclude NextWave from 
asserting the Bankruptcy Code rights that it already has asserted, except to the extent that the 
assertion of those rights is inconsistent with this Agreement or the Legislation.
	d.	Future Licensing Actions.  As of the Effective Date, and except as set forth in 
Section 22(b), the Commission agrees that the qualifications of NextWave and its past or present 
officers, directors, and shareholders, to participate in future auctions or hold licenses shall not be 
limited, restricted or otherwise burdened as a result of debt incurred by NextWave related to the 
Designated Licenses or as a result of any actions or inactions relating to the debt.  

24. Termination of the Agreement and of Auction 35 License Obligations.
a. With Respect to All Parties.  This Agreement shall terminate as to all Parties (i) if 
legislation relating to this Agreement is not enacted on or before December 31, 2001, or if the 
FCC has not released the FCC Settlement Approval Order on or before January 10, 2002; (ii) if 
the United States terminates this Agreement pursuant to Section 11(a)(iii); (iii) if a Final court 
order precludes, or has the legal effect of precluding, the United States from paying all or part of 
the Cash Payment or the Advance Tax Payment; or (iv) if the Final Bankruptcy Settlement 
Approval Date has not occurred on or before December 31, 2002.  If this Agreement terminates 
pursuant to clauses (i) or (ii) of this subsection (a), then all rights and obligations of the Parties 
under this Agreement shall terminate, no Party shall have any liability under this Agreement to 
any other Party, except for rights and obligations of the Parties in this Section 24 and Sections 
10, 20, 21, 25, 28, 29, 30, 35 and 37, which shall survive the termination of this Agreement, and 
except that (A) nothing herein shall relieve any Party from liability for any breach of any 
agreement, representation, warranty, or covenant herein on or prior to such termination, and (B) 
the Participating Auction 35 Winning Bidders shall remain subject to the Rules of the 
Commission that would apply in the absence of this Agreement.  If this Agreement terminates 
pursuant to clause (iii) of this subsection (a) after the Relinquishment Date, any licenses to use 
the Covered Spectrum shall immediately cancel and the Commission shall immediately reinstate 
the Designated Licenses to NextWave to the status provided in Public Notice, DA 01-2045 
(released August 31, 2001).  If this Agreement terminates pursuant to clause (iii) or (iv) of this 
subsection, then (A) all rights and obligations of the Parties under this Agreement shall 
terminate, and no Party shall have any liability under this Agreement to any other Party, except 
for rights and obligations of the Parties in this Section 24 and Sections 10, 20, 21, 25, 28, 29, 30, 
35 and 37, which shall survive the termination of this Agreement and except that nothing herein 
shall relieve any Party from liability for any breach of any agreement, representation, warranty or 
covenant herein on or prior to such termination, (B) the rights and obligations of the Participating 
Auction 35 Winning Bidders with respect to the Auction 35 Licenses shall terminate, and any 
and all obligations of the Participating Auction 35 Winning Bidders with respect to the Auction 
35 Licenses shall be deemed canceled and rescinded, and (C) each Participating Auction 35 
Winning Bidder shall be entitled to receive from the United States, and the United States shall 
pay to each Participating Auction 35 Winning Bidder, a full refund of all of its prior payments 
with respect to its Auction 35 Licenses, including its Amounts Due on Receipt and Auction 35 
Deposits.
b. With Respect to One or More, But Not All, Individual Licenses.  In the event of a 
Termination of Auction 35 License Obligations with respect to one or more, but not all, of any 
Participating Auction 35 Winning Bidders Auction 35 Licenses, all rights and obligations of the 
applicable Participating Auction 35 Winning Bidder under this Agreement with respect to the 
applicable Auction 35 License or Licenses shall terminate, the applicable Participating Auction 
35 Winning Bidder shall have no liability under this Agreement to any other Party with respect 
to such Auction 35 License or Licenses, and no other Party shall have any liability to the 
applicable Participating Auction 35 Winning Bidder with respect to such Auction 35 License or 
Licenses, except that the applicable Participating Auction 35 Winning Bidder shall be entitled to 
receive from the United States, and the United States shall pay to such Participating Auction 35 
Winning Bidder, a full refund of all its prior payments with respect to the Auction 35 Licenses 
for which all Auction 35 obligations are terminated, including the applicable Auction 35 Deposit 
and any applicable Amount Due on Receipt, and except that nothing herein shall relieve any 
Party from liability for any breach of any agreement, representation, warranty, or covenant 
herein on or prior to such termination with respect to such Auction 35 Licenses.  Except as 
otherwise provided in this subsection, this Agreement shall remain in effect between such 
Participating Auction 35 Winning Bidder and all other Parties.   
c. Termination by an Individual Bidder.  If a Termination of Auction 35 License 
Obligations with respect to all Auction 35 Licenses of a Participating Auction 35 Winning 
Bidder occurs (such Participating Auction 35 Winning Bidder, a Terminating Bidder), then all 
rights and obligations of the Terminating Bidder under this Agreement shall terminate, that 
Terminating Bidder shall have no liability under this Agreement to any other Party, and no other 
Party shall have any liability to that Terminating Bidder under this Agreement, except that, (x) as 
set forth in Section 31, the Terminating Bidder shall be entitled to receive from the United States, 
and the United States shall pay to the Terminating Bidder, a full refund of all its prior payments 
with respect to all its Auction 35 Licenses, including all its Auction 35 Deposits and any 
Amounts Due on Receipt, (y) nothing herein shall relieve the Terminating Bidder from liability 
for any breach of any agreement, representation, warranty or covenant herein on or prior to such 
termination, and (z) the Terminating Bidders rights and obligations in Sections 10, 20, 21, 24, 
25, 28, 29, 30, 35, and 37 shall survive the termination of this Agreement.
d. Right to Withdraw.  In the event that legislation relating to this Agreement is 
enacted that does not conform in all respects to Exhibit A, then (A) each non-governmental Party 
shall have (i) the right to review the non-conforming legislation to determine whether such Party 
shall proceed as a Party to this Agreement and (ii) the right to withdraw as a Party to this 
Agreement by providing notice to each of the other Parties within ten (10) days after enactment 
of such legislation (such notice to be effective upon receipt by the Commission), but in any event 
no later than January 7, 2002, (B) the United States shall have the right to withdraw as a Party to 
this Agreement by providing notice to each of the other Parties within fifteen (15) days after 
enactment of such legislation (such notice to be effective upon receipt by the Commission), but 
in any event no later than January 10, 2002, and (C) the Agreement will terminate unless, on or 
before January 10, 2002, the FCC issues the FCC Settlement Approval Order.  If the United 
States or NextWave or Verizon withdraws as a Party, or if every other Participating Auction 35 
Winning Bidder whose winning bids, in the aggregate, for the Auction 35 Licenses for which 
such bidder submitted the winning bids, exceeded $350 million withdraws as a Party, then this 
Agreement shall terminate.  If this Agreement terminates pursuant to either of the previous two  
sentences, then such a termination shall have the same effect as though it were a termination 
pursuant to Section 24(a)(i).  If the Agreement remains in effect as to some or all of the Parties, 
the rights and obligations of the non-withdrawing Parties set forth in this Agreement shall 
continue except that the legislation enacted shall be deemed the Legislation for purposes of 
this Agreement, and the Agreement shall be deemed amended as necessary to conform to such 
Legislation.
If an individual Participating Auction 35 Winning Bidder withdraws as a Party to this 
Agreement pursuant to this subsection (d) and this Agreement does not terminate as to all 
Parties, then all rights and obligations of such Participating Auction 35 Winning Bidder under 
this Agreement shall terminate, such bidder shall have no liability under this Agreement to any 
other Party, and no other Party shall have any liability to such bidder, except that such bidders 
rights and obligations in this Section 24 and Sections 10, 20, 21, 25, 28, 29, 30, 35 and 37, shall 
survive the termination of this Agreement and except that (A) nothing herein shall relieve any 
Party from liability for any breach of any agreement, representation, warranty, or covenant 
herein on or prior to such termination, and (B) such bidder shall remain subject to the Rules of 
the Commission that would apply in the absence of this Agreement.
e. Effect on Waivers and Releases.  In the event that this Agreement terminates in 
accordance with this Section, any and all waivers and releases theretofore given by any Party to 
another Party pursuant to Sections 6, 22 and 23 shall be deemed to be void ab initio, except that 
with respect to termination under Section 24(b), such waivers and releases given by any Party to 
the Terminating Bidder or by the Terminating Bidder to any Party shall be deemed void ab initio 
only insofar as such waivers and releases apply to the applicable Auction 35 Licenses of the 
Terminating Bidder.  Notwithstanding anything to the contrary in this Section, no termination of 
this Agreement (other than a termination pursuant to Section 24(a)(iii)) shall invalidate any 
waivers and releases pursuant to Sections 22 and 23 of this Agreement given to or by NextWave 
after the Relinquishment Date.
f. Status of Bid Withdrawal Penalties.  Notwithstanding anything to the contrary in 
this Agreement, in the event of a termination under this Section 24 or a Termination of Auction 
35 License Obligations, a Participating Auction 35 Winning Bidders obligations to pay any 
unpaid bid withdrawal penalties, or any right to a refund of any bid withdrawal penalties that 
have been paid, shall be determined by the Rules of the Commission that would apply in the 
absence of this Agreement.
25. No Joint and Several Liability of Participating Auction 35 Winning Bidders.
Each Participating Auction 35 Winning Bidder is individually responsible for its own 
compliance with this Agreement, including any payment obligations applicable to such 
Participating Auction 35 Winning Bidder.  Each Participating Auction 35 Winning Bidder is 
responsible only for its own performance or non-performance of obligations, and the 
Participating Auction 35 Winning Bidders do not have joint and several liability with regard to 
any such obligation.  The failure of any Participating Auction 35 Winning Bidder to satisfy its 
payment or any other obligations shall not affect (i) the rights or obligations of the other 
Participating Auction 35 Winning Bidders to the Auction 35 Licenses for which such 
Participating Auction 35 Winning Bidders are not in default of any payment obligations or (ii) 
the validity of such Auction 35 Licenses.
26. Participating Auction 35 Winning Bidders with Bids under $10 Million.
By executing this Agreement, any Participating Auction 35 Winning Bidder whose total winning 
bids for Auction 35 Licenses do not exceed $10 million waives its right under the Legislation to 
elect to withdraw all of its bids for Auction 35 Licenses.
27. Opportunity to Become a Party for Auction 35 Winners Not Party to this 
Agreement.
Any Auction 35 Winning Bidder not listed on Schedule A may become a signatory to this 
Agreement and therefore participate in the settlement contemplated hereby, provided that such 
entity delivers to the Commission, on behalf of all the then-existing Parties, an executed 
counterpart of this Agreement and the applicable information for inclusion on Schedule B, with a 
copy to all then-existing Parties, and that such counterpart and information is received by the 
Commission no later than (i) in the case of any Auction 35 Winning Bidder whose total winning 
bids for Auction 35 Licenses do not exceed $10 million, no later than January 30, 2002, and (ii) 
in the case of any other Auction 35 Winning Bidder, twenty (20) days after the date of this 
Agreement.  This Agreement shall be deemed amended to add such entity as a Participating 
Auction 35 Winning Bidder under this Agreement effective as of the date of delivery of such 
counterpart and notice, in accordance with this Section 27.
28. Tolling of Regulatory Requirements.

a. 	To the extent NextWave is required under the Rules of the Commission, including 
but not limited to 47 C.F.R.  24.203, to meet certain construction requirements with respect to a 
Designated License within five (5) years of the initial license grant, such requirements are tolled 
from September 17, 2001, and the tolling period shall end only (i) upon a breach of this 
Agreement by NextWave, (ii) upon termination of this Agreement, or (iii) in the event of the 
entry of a judicial order barring NextWaves surrender and return of the Designated License, 
together with NextWaves relinquishment of any and all claims to the spectrum identified by the 
Designated License and to the Designated License.
b. To the extent NextWave would be relieved of any transfer of control or 
assignment of license restrictions with respect to a Designated License under the Rules of the 
Commission, including but not limited to 47 C.F.R.  24.839, after five (5) years from the date of 
the initial license grant, this five-year period is tolled from September 17, 2001, and the tolling 
period shall end only (i) upon a breach of this Agreement by NextWave, (ii) upon termination of 
this Agreement, or (iii) in the event of the entry of a judicial order barring the surrender and 
return of the Designated License together with NextWaves relinquishment of any and all claims 
to the spectrum identified by the Designated License and to the Designated License.
c. Nothing in this Section shall be construed as a waiver of any argument that any 
Party to this Agreement may have that any build-out or other regulatory requirements relating to 
the Designated Licenses were or were not tolled prior to September 17, 2001 or are not subject to 
additional tolling periods.
29. Equal Access to Justice Act.
NextWave and the Participating Auction 35 Winning Bidders waive any right they may have to 
seek attorneys fees or costs from the United States or the FCC pursuant to the Equal Access to 
Justice Act, 5 U.S.C.  504 and 28 U.S.C.  2412, and any other applicable law, effective on and 
after the effective date of the Legislation. 
30. FCC Jurisdiction.
NextWave and the Participating Auction 35 Winning Bidders acknowledge that the FCC has 
jurisdiction to exercise its authority under the Communications Act and the Rules of the 
Commission with respect to them, the Designated Licenses, the Auction 35 Licenses, and the 
Covered Spectrum.
31. Participating Auction 35 Winning Bidder Refund Rights/Termination of Auction 35 
License Obligations.

a. 	Refunds and Post-Refund Terminations.  If, at any time on or before the Deadline 
Date, an order is entered by any court in a proceeding under the exclusive review provisions of 
the Legislation, that denies or has the legal effect of denying a Participating Auction 35 Winning 
Bidders right to use the spectrum covered by one or more Auction 35 Licenses that were 
previously granted to, and paid for by, such Participating Auction 35 Winning Bidder, then the 
following shall apply:
i. Refund of Amount Due on Receipt.  Such Participating Auction 35 
Winning Bidder shall be entitled to receive from the United States, and the United States 
shall pay, to such Participating Auction 35 Winning Bidder, a refund of the Amount Due 
on Receipt for each such License affected by such court order, provided that, except for 
refunds under clause (iii) below, no request for such refund may be made (x) prior to 
forty-five (45) days following the date of entry of the applicable court order or (y) while a 
stay of such order is in effect;
ii. Repayment on Restoration of Rights.  If there is a refund pursuant to 
this subsection (a), and following such refund, on or before the Deadline Date the FCC 
restores, subject to timely repayment of the applicable Amounts Due on Receipt, the right 
to use the spectrum of such Participating Auction 35 Winning Bidder with respect to such 
Auction 35 Licenses, such Participating Auction 35 Winning Bidder shall re-pay to the 
FCC the Amount Due on Receipt in respect of each such Auction 35 License within ten 
(10) Business Days following release of the FCC Order restoring such spectrum usage 
rights and shall thereafter have all of the rights and obligations previously associated with 
such Auction 35 Licenses; and
iii. Effect of Rights Not Restored.   If there is a refund pursuant to this 
subsection (a), and the right to use the spectrum of such Participating Auction 35 
Winning Bidder with respect to such Auction 35 Licenses is not restored pursuant to 
clause (ii) above on or before the Deadline Date, then, upon the request of such 
Participating Auction 35 Winning Bidder made to the FCC not later than ten (10) 
Business Days after the Deadline Date with respect to all such Auction 35 Licenses that 
have not been restored, the following shall occur: (x) any and all obligations of such 
Participating Auction 35 Winning Bidder to the FCC and/or the United States with 
respect to all such Auction 35 Licenses shall thereupon be deemed canceled and 
rescinded, (y) there shall be a refund of the Auction 35 Deposit paid in connection with 
all such Auction 35 Licenses, and (z) such Participating Auction 35 Winning Bidder shall 
have no further obligations with respect to all such Auction 35 Licenses. 
b. 	Termination on the Disposition Order Cutoff Date.  If on the Disposition Order 
Cutoff Date either (x) the Commission has not released, with respect to one or more Auction 35 
Licenses for which a Participating Auction 35 Winning Bidder submitted the winning bids, either 
a Disposition Order finding that such Participating Auction 35 Winning Bidder is not qualified to 
hold an Auction 35 License or a Grant Order, or (y) there is in effect an order by any court in a 
proceeding under the exclusive review provisions of the Legislation that denies or has the legal 
effect of denying a Participating Auction 35 Winning Bidders right to use the spectrum covered 
by one or more Auction 35 Licenses (including any order that prevents the FCC from granting 
such Licenses to such Bidders), then, upon the request of such Participating Auction 35 Winning 
Bidder made to the FCC not later than ten (10) Business Days after the Disposition Order Cutoff 
Date, the following shall occur:    
i. Termination of Auction 35 License Obligations.  Any and all 
obligations of such Participating Auction 35 Winning Bidder with respect to all Auction 
35 Licenses for which it submitted the winning bids shall thereupon be deemed canceled 
and rescinded, and such Participating Auction 35 Winning Bidder shall have no further 
obligations with respect to all such Auction 35 Licenses; and  
ii. Refund of All Prior Payments.  Such Participating Auction 35 Winning 
Bidder shall be entitled to receive from the United States, and the United States shall pay 
to such Participating Auction 35 Winning Bidder, a full refund of all its prior payments 
with respect to the Auction 35 Licenses for which all Auction 35 obligations are 
terminated pursuant to subparagraph (i) above, including the applicable Auction 35 
Deposit and the applicable Amount Due on Receipt.
c. Termination after the Deadline Date.  If, at any time after December 31, 2002, 
there is entered an order by any court in a proceeding under the exclusive review provisions of 
the Legislation that denies or has the legal effect of denying a Participating Auction 35 Winning 
Bidders right to use the spectrum covered by one or more Auction 35 Licenses that were 
previously granted to such Participating Auction 35 Winning Bidder, then the following shall 
occur upon the request of such Participating Auction 35 Winning Bidder made to the FCC with 
respect to all such Licenses, provided that no such request may be made (x) prior to forty-five 
(45) days following the date of entry of the applicable court order or (y) while a stay of such 
order is in effect:
i. Termination of Auction 35 License Obligations.  Any and all 
obligations of such Participating Auction 35 Winning Bidder with respect to all such 
Auction 35 Licenses for which it submitted the winning bids shall thereupon be deemed 
canceled and rescinded, and such Participating Auction 35 Winning Bidder shall have no 
further obligations with respect to such Auction 35 Licenses; and
ii. Refund of All Prior Payments.  Such Participating Auction 35 Winning 
Bidder shall be entitled to receive from the United States, and the United States shall pay 
to such Participating Auction 35 Winning Bidder, a full refund of all of its prior payments 
with respect to all Auction 35 Licenses for which all Auction 35 obligations are 
terminated pursuant to subparagraph (i) above, including the applicable Auction 35 
Deposit and the applicable Amount Due on Receipt.
d. Termination Following a Remand Order.  In the event of a Remand Order, the 
Commission shall expedite its Commission Order on Remand to the greatest extent possible, 
with a view to issuing its Commission Order on Remand within sixty (60) days after the entry 
date of the Remand Order.  If, under Section 16(b), a Remand Order results in a deferral of a 
Payment Date for one or more Auction 35 Licenses of a Participating Auction 35 Winning 
Bidder until after December 31, 2002, then, for any such Participating Auction 35 Winning 
Bidder that has not elected to make early payment in accordance with Section 16(e), in addition 
to any otherwise applicable rights set forth in subsections (a), (b), and (c) of this Section, the 
following shall pertain: 
i. If the Commission fails to issue a Commission Order on Remand granting, 
affirming, or restoring such Participating Auction 35 Winning Bidder's right to such 
Auction 35 Licenses, on or before the Deadline Date, such Participating Auction 35 
Winning Bidder shall have the termination and refund rights set forth in subparagraphs 
(x) and (y) below effective on the Deadline Date.
ii. If the Commission issues a Commission Order on Remand granting, 
affirming, or restoring such Participating Auction 35 Winning Bidder's right to such 
Auction 35 Licenses before the Deadline Date and within ninety days after the date of 
entry of the applicable Remand Order, then such Participating Auction 35 Winning 
Bidder shall have the termination and refund rights set forth in subparagraphs (x) and (y) 
below effective as of the 90th day after the Deadline Date, unless before that date (A) a 
court enters an order reversing or vacating such Remand Order, or (B) the time for 
seeking judicial review of the Commission Order on Remand expires without any such 
review having been sought, or the United States Court of Appeals for the District of 
Columbia Circuit enters an order affirming the Commission Order on Remand.
iii. If the Commission issues a Commission Order on Remand granting, 
affirming, or restoring such the right of such Participating Auction 35 Winning Bidder to 
such Auction 35 Licenses before the Deadline Date but more than ninety days after the 
date of entry of the applicable Remand Order, then such Participating Auction 35 
Winning Bidder shall have the termination and refund rights set forth in subparagraph (x) 
and (y) below effective as of the 60th day after the Deadline Date, unless before that date 
(A) a court enters an order reversing or overturning such Remand Order, or (B) the time 
for seeking judicial review of the Commission Order on Remand expires without any 
such review having been sought, or the United States Court of Appeals for the District of 
Columbia Circuit enters an order affirming the Commission Order on Remand.
Upon the request of a Participating Auction 35 Winning Bidder made to the FCC not later than 
ten (10) Business Days after the first date on which such bidder is authorized to terminate under 
this subsection, the following shall occur:

		(x)	Termination of Auction 35 License Obligations.  Any and all 
obligations of such Participating Auction 35 Winning Bidder with respect to all Auction 35 
Licenses affected by the Remand Order shall thereupon be deemed canceled and rescinded, and 
such Participating Auction 35 Winning Bidder shall have no further obligations with respect to 
such Auction 35 Licenses; and

		(y)	Refund of All Prior Payments.  Such Participating Auction 35 Winning 
Bidder shall be entitled to receive from the United States, and the United States shall pay to such 
Participating Auction 35 Winning Bidder, a full refund of all of its prior payments with respect 
to all Auction 35 Licenses for which all Auction 35 obligations are terminated pursuant to 
subparagraph (x) above, including the applicable Auction 35 Deposit.
e. 	Termination Following Reversal or Invalidation.  In the event of a Reversal Order 
or Invalidation Order that operates, in accordance with Sections 16(c) or 16(d), to defer the 
Payment Date for a Participating Auction 35 Winning Bidder until after December 31, 2002, any 
such Participating Auction 35 Winning Bidder that has not elected to make early payment in 
accordance with Section 16(e) shall have, in addition to any otherwise applicable rights set forth 
in subsections (a), (b), and (c) of this Section, the termination and refund rights set forth in 
subparagraphs (i) and (ii) below effective as of the 90th day after the Deadline Date, unless 
before that date a court enters an order reversing or overturning such Reversal Order or 
Invalidation Order.  Upon the request of such Participating Auction 35 Winning Bidder made to 
the FCC not later than ten (10) Business Days after the first date on which such bidder is 
authorized to terminate under this subsection, the following shall occur:
i. Termination of Auction 35 License Obligations.  Any and all 
obligations of such Participating Auction 35 Winning Bidder with respect to all Auction 
35 Licenses affected by the Reversal Order or Invalidation Order shall thereupon be 
deemed canceled and rescinded, and such Participating Auction 35 Winning Bidder shall 
have no further obligations with respect to such Auction 35 Licenses; and
ii. Refund of All Prior Payments.  Such Participating Auction 35 Winning 
Bidder shall be entitled to receive from the United States, and the United States shall pay 
to such Participating Auction 35 Winning Bidder, a full refund of all of its prior payments 
with respect to all Auction 35 Licenses for which all Auction 35 obligations are 
terminated pursuant to subparagraph (i) above, including the applicable Auction 35 
Deposit.
f. Processing of Refund Requests.  Within fourteen (14) days following any timely 
request for a refund under Section 24 or this Section 31, the Commission shall ask the United 
States Department of Treasury to issue the appropriate refund by wire transfer of immediately 
available funds.
g. Loss for Failure to Comply with Rules.  Notwithstanding the foregoing provisions 
of this Section 31, no Participating Auction 35 Winning Bidder shall be entitled to a refund or 
any rights to terminate its Auction 35 License obligations under subsection (a), (b), (c), (d), or (e) 
if the loss or failure to hold any Auction 35 License is due to such Participating Auction 35 
Winning Bidders failure to comply with the Rules of the Commission that are not inconsistent 
with this Agreement and the Legislation.  To the extent a refund is not available under 
subsections (a), (b), (c), (d) or (e) of this Section 31 due to such failure, then such Participating 
Auction 35 Winning Bidder, in seeking a refund of any of its prior payments with respect to 
Auction 35 and/or this Agreement, shall be subject to the Rules of the Commission that would 
apply in the absence of this Agreement.
h. 	Certain Liabilities Unaffected by Termination of Auction 35 License Obligations.  
Notwithstanding anything to the contrary in this Section or Section 24, nothing in this 
Agreement shall affect the liability of any of the non-governmental Parties arising out of fraud, 
antitrust, tax, or criminal claims, or out of violations of the Rules of the Commission involving 
misrepresentation, lack of candor, collusion prohibited by Section 1.2105 of the Rules of the 
Commission or other acts of substantial misconduct.

32. Amendments.
Except to the extent otherwise provided in Section 24(d) and Section 27, no amendment, 
modification, or supplement to this Agreement shall be valid unless it is in writing and signed by 
duly authorized representatives of all of the Parties.  The phrase this Agreement shall include 
all duly executed amendments, modifications and supplements hereto.

33. 	Authority.
Each Party represents and warrants that it has authority to execute this Agreement, subject in the 
case of NextWave to the Bankruptcy Settlement Approval Order, and subject in the case of the 
FCC to the FCC Settlement Approval Order.  Each of the non-governmental Parties represents 
and warrants that this Agreement sets forth any and all cash consideration promised, paid or 
received from any other non-governmental Party as an inducement to enter into this Agreement.

34. Compliance with Laws and Regulations.
Each Party shall comply with all federal, state, and local statutes, regulations, rules, ordinances, 
judicial decisions, and administrative rulings applicable to its performance under this Agreement.
35. 	Expenses.
Except as otherwise specifically set forth in this Agreement, each Party shall be solely 
responsible for its own expenses involved in all activities related to the subject of this 
Agreement, including, but not limited to, attorneys fees and expenses.
36. Cooperation and Good Faith Performance.
The Parties shall cooperate to take all steps necessary, and execute all documents necessary, to 
effectuate this Agreement.  In the performance of their obligations under this Agreement, the 
Parties shall act in good faith and consistent with the intent of this Agreement, and shall do 
nothing to frustrate the terms of this Agreement.  In situations in which notice, consent, approval 
or similar action by a Party is permitted or required by any provision of this Agreement, such 
action shall not be unreasonably delayed, withheld or conditioned.  The FCC and the United 
States shall implement the provisions of this Agreement to the full extent permitted by law.
37. Governing Law.
This Agreement shall be governed by and construed in accordance with applicable federal law. 
38. Headings.
The headings in this Agreement are inserted for convenience and identification only and shall not 
be considered in the interpretation of this Agreement.
39. Multiple Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an 
original, but all of which shall together constitute but one and the same document.
40. No Third Party Beneficiaries.
Except as may be specifically set forth in this Agreement, this Agreement does not provide and 
shall not be construed to provide any third party with any remedy, claim, liability, 
reimbursement, cause of action, or other right or privilege.
41. Rule of Construction.
The Parties acknowledge that all Parties have participated in the drafting and preparation of this 
Agreement and agree that any rule of construction to the effect that ambiguities are to be 
construed against the drafting party shall not be applied to the construction or interpretation of 
this Agreement. 
42. Notices.
Any notice to a Party required or permitted under this Agreement shall be in writing and shall be 
deemed to have been received on the date of service if served personally, on the date receipt is 
acknowledged in writing by the recipient if delivered by regular U.S. mail, or on the date stated 
on the receipt if delivered by certified or registered mail or by a courier service that obtains a 
written receipt.  Notice may also be provided by facsimile, subject to confirmation of receipt. 
Any notice shall be effective on the day received if received before 5:00 p.m., or if received after 
5:00 p.m., on the next Business Day following the date received.  Time of receipt shall be 
determined according to the local time for the recipient.  Any notice shall be delivered using one 
of the alternatives mentioned in this Section and shall be directed to the applicable address 
indicated below or such address as the Party to be notified has designated by giving notice in 
compliance with this Section:
If to NEXTWAVE:
	NextWave Telecom Inc.
	601  13th Street, NW
	Suite 320 North
	Washington, DC  20005
	Attn:  Frank Cassou, General Counsel
	Telephone:  (202) 661-2080
	Facsimile:  (202) 347-2822

With a copy (which shall not constitute notice) to:
	Donald B. Verrilli, Jr.
	Jenner & Block
	601  13th Street, NW
	12th Floor
	Washington, DC  20005
	Telephone:  (202) 639-6095
	Facsimile:  (202) 639-6066

If to the United States: 
 		The United States Department of Justice
		Office of the Assistant Attorney General, Civil Division
		950 Pennsylvania Avenue, Room 3141
		Washington, D.C.  20530
		Telephone:  (202) 514-3301
		Facsimile:  (202) 514-8071

	With a copy (which shall not constitute notice) to:

		The United States Department of Justice
		Office of the Deputy Attorney General
		950 Pennsylvania Avenue, Room 4141
		Attn:  Chief of Staff
		Washington, D.C.  20530
		Telephone:  (202) 514-1904
		Facsimile:  (202) 514-0467

 	If to the FCC:
 		Federal Communications Commission
		445 12th Street, S.W.
		Washington, DC  20554
		Attn:  General Counsel
		Telephone:  (202) 418-1700
		Facsimile:  (202) 418-2822

With a copy (which shall not constitute notice) to:
		Federal Communications Commission
		445 12th Street, S.W.
		Washington, DC  20554
		Attn:  Chief, Wireless Telecommunications Bureau
		Telephone:  (202) 418-0600
		Facsimile:  (202) 418-0787

 	If to the Participating Auction 35 Winning Bidders:	See Schedule B.
43. Payment Instructions.

All Payments to be made by the Parties pursuant to this Agreement shall be made by wire 
transfer of immediately available funds.  If any date on which a payment is otherwise due, or by 
which an obligation is otherwise to be performed, under this Agreement is not a Business Day, 
then the payment shall be due on, or the obligations shall be performed by, the next Business 
Day.
44. Further Assurances.

Each Party shall at any time, and from time to time, upon the written request of another Party, 
execute and deliver such further documents, and do such further acts and things as another Party 
may reasonably request, to achieve the purposes of this Agreement.
45. Entire Agreement.

This Agreement constitutes the entire agreement of the Parties pertaining to the subject matter of 
this Agreement and supersedes all prior agreements, negotiations, proposals, and representations, 
whether written or oral, and except as explicitly stated herein, all contemporaneous oral 
agreements, negotiations, proposals, and representations concerning such subject matter.
46. 	Rules of the Commission.

The Parties acknowledge that they shall remain subject to the Rules of the Commission except to 
the extent expressly modified by this Agreement and the Legislation.

47. 	Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of 
the Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by 
their duly authorized representatives as of the Effective Date.
The United States of America
By:  	___________________________
Title:	___________________________
Federal Communications Commission
By:  	___________________________
Title:	___________________________
3DL Wireless, LLC
By:  	___________________________
Title:	___________________________
3G PCS, LLC
By:  	___________________________
Title:	___________________________
Alaska Native Wireless, L.L.C.
By:  	___________________________
Title:	___________________________
Black Crow Wireless, L.P.
By:  	___________________________
Title:	___________________________
Cellco Partnership, d/b/a/ Verizon Wireless
By:  	___________________________
Title:	___________________________

Cook Inlet/VS GSM V PCS, LLC
By:  	___________________________
Title:	___________________________
DCC PCS, Inc.
By:  	___________________________
Title:	___________________________
Lafayette Communications Company L.L.C.
By:  	___________________________
Title:	___________________________
Leap Wireless International, Inc.
By:  	___________________________
Title:	___________________________
NORTHCOAST COMMUNICATIONS, L.L.C.
By:  	___________________________
Title:	___________________________
SVC BidCo, L.P.
By:  	___________________________
Title:	___________________________
Salmon PCS, LLC
By:  	___________________________
Title:	___________________________
VoiceStream PCS BTA I License Corporation
By:  	___________________________
Title:	___________________________
NextWave Personal Communications Inc.
By:  	___________________________
Title:	___________________________
NextWave Telecom Inc.
By:  	___________________________
Title:	___________________________
NextWave Partners Inc.
By:  	___________________________
Title:	___________________________
NextWave Power Partners Inc.
By:  	___________________________
Title:	___________________________
NextWave Wireless Inc.
By:  	___________________________
Title:	___________________________

SCHEDULE A:  WINNING BIDDERS

3DL Wireless, LLC
3G PCS, LLC
Alaska Native Wireless, L.L.C.
Black Crow Wireless, LP
Cellco Partnership, d/b/a Verizon Wireless
Cook Inlet/VS GSM V PCS, LLC
DCC PCS, Inc.
Lafayette Communications Company, LLC
Leap Wireless International, Inc.
Northcoast Communications, LLC
SVC Bidco, L.P.
Salmon PCS, LLC
VoiceStream PCS BTA I License Corporation

SCHEDULE B:  NOTICE INFORMATION

	This Schedule may be amended from time to time to include the notice information 
provided by Auction 35 Winning Bidders that become Parties pursuant to Section 27.

3DL Wireless, LLC
	Mark Schultz
	3DL Wireless, LLC
	601 Union Street, Suite 4510
	Seattle, WA 98101
	Telephone: (206)805-4350
	Facsimile: (206)839-0201
With a copy (which shall not constitute 
notice) to:
	Cheryl A. Tritt
	Morrison & Foerster, LLP
	2000 Pennsylvania Ave., Suite 500
	Washington, D.C. 20006
	Telephone: (202)887-1510

3G PCS, LLC	
	3G PCS, LLC
	Barry Lewis
	2420 Sand Hill Road; Suite 101
	Menlo Park, CA 94025
	Telephone: (650) 324-6885
	Facsimile: (650) 854-4512
	
With a copy (which shall not constitute 
notice) to:	Carl Northrop
	Paul, Hastings, Janofsky & Walker, LLP
	1299 Pennsylvania Avenue, NW 
	10th Floor
	Washington, DC 20004
	Telephone: (202)508-9570
	Facsimile: (202)508-8570
Alaska Native Wireless, L.L.C.:
	Alaska Native Wireless, L.L.C.
	c/o ASRC Wireless Services, Inc.
	301 Arctic Slope Avenue, Suite 300
	Anchorage, AK  99518
	Attention:  Conrad N. Bagne
	Telephone:  907-349-2369
	Facsimile:   907-349-5476
With copies (which shall not constitute 
notice) to:
	Doyon Communications, Inc.
	One Doyon Place, Suite 300
	Fairbanks, AK  99701-2941
	Attention:  Miranda Wright
	Telephone:  907-459-2000
	Facsimile:    907-459-2075
	Sealaska Telecommunications, LLC
	c/o Sealaska Corporation
	18000 International Blvd., Suite 1009
	Seatac, WA  98188
	Attention:  Chris E. McNeil, Jr.
	Telephone:  (206)902-4411
	Facsimile:    (206)902-4004
	Kirkland & Ellis
	Citigroup Center
	153 East 53rd Street
	New York, NY  10022
	Attn:  Michael A. Brosse
	Telephone:  (212) 446-4682
	Facsimile:  (212) 446-6460

Black Crow Wireless, LP
	Mark J. Kington
	Black Crow Wireless, LP
	600 Cameron Street
	Alexandria, VA 22314
	Telephone:  (703) 519-7982
	Facsimile:  (703) 519-3904

With a copy (which shall not constitute
notice):
	Allison Cryor
	Black Crow Wireless, LP
	201 N. Union Street, Suite 300
	Alexandria, VA 22314
	Telephone:  (703) 519-3036
	Facsimile:  (703) 519-3904
Cellco Partnership, d/b/a Verizon Wireless
	Dennis F. Strigl
	Chief Executive Officer
	Verizon Wireless
	180 Washington Valley Road
	Bedminster, NJ  07921
	Telephone:  (908) 306-7666
	Facsimile:  (908) 306-4388
	
	
With copies (which shall not constitute 
notice) to:
	
	S. Mark Tuller
	Vice President and General Counsel
	Verizon Wireless
	180 Washington Valley Road
	Bedminster, NJ  07921
	Telephone:  (908) 306-7390
	Facsimile:  (908) 306-7923
	John Thorne
	Senior Vice President and Deputy General 
	Counsel
	Verizon Communications Inc.
	1515 North Courthouse Road
	Suite 500
	Arlington, VA 22201-2909
	Telephone:  (703) 351-3900
	Facsimile:  (703) 351-3670
	William Lake 
	Wilmer, Cutler & Pickering
	2445 M Street, NW
	Washington, DC  20037
	Telephone:  (202) 663-6000
	Facsimile:  (202) 663-6363

Cook Inlet/VS GSM V PCS, LLC	
	Cook Inlet Region, Inc.
	Keith Sanders, Esq.
	General Counsel
	2525 C Street, Suite 500
	Anchorage AK  99503
	Telephone:  (907) 274-8638
	Facsimile:  (907) 263-5182
With a copy (which shall not constitute 
notice) to:
	Jonathan D. Blake
	Covington & Burling
	1201 Pennsylvania Avenue, NW
	Washington, DC  20004-2401
	Telephone:  (202) 662-6110
	Facsimile:  (202) 662-6291

DCC PCS, Inc.
	DCC PCS, Inc.
	Everett R. Dobson
	Chief Executive Officer
	Dobson Communications Corporation
	14201 Wireless Way
	Oklahoma City, OK 73134
	Telephone: (405)529-8500
	Facsimile: (405)529-8765

With a copy (which shall not
constitute notice) to:	Ronald L. Ripley, Esq.
	Senior Corporate Counsel
	Dobson Communications Corporation
	14201 Wireless Way
	Oklahoma City, OK 73134
	Telephone: (405)529-8500
	Facsimile: (405)529-8765

Lafayette Communications Company, LLC
	John M. Duff
	Lafayette Communications Company, LLC
	Two Embarcadero Center
	Suite 2300
	San Francisco, CA 94111
	Telephone: (415) 788-2755
	Facsimile:  (415) 788-7311

With a copy (which shall not constitute	Leonard J. Baxt
notice) to:	Dow, Lohnes & Albertson, PLLC
	1200 New Hampshire Avenue, NW
	Washington, DC 20036-6802
	Telephone: (202)776-2000
	Facsimile: (202)776-2222

Leap Wireless International, Inc.
	Leap Wireless International Inc.
	10307 Pacific Center Court
	San Diego, CA 92121
	Attention: James Hoffmann
	Senior Vice President and General 
	Counsel
	Telephone:  (858) 882-6000
	Facsimile: (858) 882-6080

Northcoast Communications, L.L.C.
	John M. Dolan, President
	NorthCoast Communications, L.L.C.
	80 Baylis Road
	Melville, New York 11747
	Telephone: (631) 592-7700
	Facsimile: (631) 592 -7777
With a copy (which shall not constitute 
notice) to:	Theresa Z. Cavanaugh
	Cole, Raywid & Braverman, LLP
	1919 Pennsylvania Avenue, NW
	Suite 200
	Washington, DC 20006
	Telephone: (202) 659-9750
	Facsimile: (202) 452-0067

SVC Bidco, L.P.
	SVC Bidco, L.P.
	6511 Griffith Road
	Laytonsville, MD  20882
	Telephone:  (301) 540-6222
	Facsimile:  (301) 540-7930
	Attention: Shelley L. Spencer
	General Partner
	AirGate Wireless, L.L.C.
With a copy (which shall not constitute
notice) to:	Janet Fitzpatrick Moran
	Patton Boggs LLP
	2550 M Street, N.W.
	Washington, D.C.  20037
	Telephone:  (202) 457-5668
	Facsimile:  (202) 457-6315

Salmon PCS, LLC
	George D. Crowley, Jr.
	Chairman and Chief Executive Officer
	Two Wisconsin Circle,
	Suite 850
	Chevy Chase, MD 20815
	Telephone: (301) 913-0409
	Facsimile: (301) 913 - 0414
With a copy (which shall not constitute
Notice) to:	Carl Northrop
	Paul, Hastings, Janofsky & Walker LLP
	1299 Pennsylvania Avenue, NW
	10th Floor
	Washington, DC 20004
	Telephone: (202) 508-9570
	Facsimile: (202) 508 - 8570

VoiceStream PCS BTA I License Corporation
	VoiceStream Wireless Corporation
	Cregg B. Baumbaugh
	Executive Vice President 
	Finance, Strategy & Development
	12920 SE 38th Street
	Bellevue, WA 98006
	Telephone: (425) 378-5007
	Facsimile: (425) 378-6390

With a copy (which shall not constitute 
notice) to:
	VoiceStream Wireless Corporation
	Brian T. OConnor
	Vice President
	Legislative & Regulatory Affairs
	401 9th Street, NW
	Washington, DC  20004
	Telephone:  (202) 654-5910
	Facsimile:  (202) 654-5963

SCHEDULE C1

Pending Matters

1. Antigone/Devcos Application for Review (filed March 17, 1997)
2. Antigone/Devcos Application for Review (filed June 16, 1997)
3. NextWaves Opposition to Antigone/Devcos Application for Review (filed April 1, 
1997)
4. NextWaves Petition for Temporary Waiver of the Foreign Ownership Limitations of 
Section 310(b) of the Communications Act of 1934 as Amended (filed April 10, 1997) 
5. Antigone/Devcos Reply to NextWaves Opposition to Application for Review (filed 
April 11, 1997)
6. Antigone/Devcos Opposition to NextWaves Petition for Temporary Waiver of the 
Foreign Ownership Limitations Section 310(b) of the Communications Act of 1934 as 
Amended (filed April 23, 1997)
7. NextWaves Reply to Antigone/Devcos Opposition to Petition for Temporary Waiver of 
the Foreign Ownership Limitations Section 310(b) of the Communications Act of 1934 as 
Amended (filed April 30, 1997)
8. NextWave and Antigone/Devcos Settlement Request (filed June 1, 1998)
9. NextWave and Antigone/Devcos Settlement Request (filed April 29, 1999) 
10. NextWaves Emergency Petition for Declaratory Ruling (filed June 6, 1997)
11. Antigone/Devcos Opposition to NextWaves Emergency Petition for Declaratory Ruling 
(filed June 19, 1997)
12. NextWaves Section 310(b) Compliance Demonstration and Petition for Declaratory 
Ruling (filed April 10, 1998)
13. Petitions of NextWave Personal Communications Inc. and NextWave Power Partners Inc. 
to Defer or, in the Alternative, to Condition Grant (filed Mar. 9, 2001)
14. Petitions of the Official Committee of Unsecured Creditors of NextWave Telecom Inc. 
and its Subsidiaries to Defer or, in the Alternative, to Condition Grant (filed Mar. 9, 
2001)
15. Reply of NextWave Personal Communications Inc. and NextWave Power Partners Inc. to 
Oppositions to NextWaves Petition to Defer or, in the Alternative, to Condition Grant 
(filed Mar. 23, 2001)
16. Reply of the Official Committee of Unsecured Creditors of NextWave Telecom Inc. and 
its Subsidiaries to Oppositions to the Committees Petition to Defer or, in the Alternative, 
to Condition Grant (filed Mar. 23, 2001)
17. Antigone/Devcos Request for Declaratory Ruling (filed September 26, 2001)

SCHEDULE C2
Commission Filings
1. Verizons Supplemental Comments, Request for Permit-But-Disclose Ex Parte 
Procedures (filed April 24, 2001)
2. NextWaves Response to Verizons Supplemental Comments and Requests (filed May 2, 
2001)
3. Alaska Native Wireless/Verizon/VoiceStreams Petition to Initiate an Investigation and 
Audit Regarding the Eligibility of NextWave to Hold C and F Block Licenses (filed July 
19, 2001) 
4. NextWaves Response to Alaska Native Wireless/Verizon/VoiceStreams Petition to 
Initiate an Investigation and Audit Regarding the Eligibility of NextWave to Hold C and 
F Block Licenses (filed July 30, 2001)
5. Alaska Native Wireless/Verizon/VoiceStreams Reply to NextWaves Response to 
Petition to Initiate an Investigation and Audit Regarding the Eligibility of NextWave to 
Hold C and F Block Licenses (filed August 14, 2001)
6. Alaska Native Wireless/VoiceStreams Petition to Deny Reinstatement of Licenses (filed 
August 30, 2001)
7. NextWaves Motion for Extension of Time to File Response to Alaska Native 
Wireless/VoiceStreams Petition to Deny Reinstatement of Licenses (filed September 12, 
2001)
8. NextWaves Response to Alaska Native Wireless/VoiceStreams Petition to Deny 
Reinstatement of Licenses (filed September 14, 2001)
9. Alaska Native Wireless/VoiceStreams Motion for Extension of Time to File Reply to 
NextWaves Response to Petition to Deny Reinstatement of Licenses (filed September 
19, 2001)
10. Alaska Native Wireless/VoiceStreams Petition for Reconsideration (filed October 1, 
2001)
11. Alaska Native Wireless/VoiceStreams Motion for Further Extension of Time to File 
Reply to NextWaves Response to Petition to Deny Reinstatement of Licenses (filed 
October 5, 2001)
12. Alaska Native Wireless/VoiceStreams Reply to NextWaves Response to Petition to 
Deny Reinstatement of Licenses (filed October 22, 2001)

EXHIBIT A:  LEGISLATION

SEC.      .  SETTLEMENT OF LITIGATION AND PROMPT UTILIZATION OF 
WIRELESS SPECTRUM.
(a) Resolution of Litigation. 
(1) Approval of Settlement.  Congress hereby authorizes and approves the 
decision by the Federal Communications Commission and the United States Department 
of Justice to settle the case entitled NextWave Personal Communications, Inc. and 
NextWave Power Partners, Inc. (petitioners) v. Federal Communications Commission 
and the United States of America (respondents), D.C. Cir. Nos. 00-1402 and 00-1403, 
petitions for cert. filed, Nos. 01-653, et al. (Oct. 19, 2001), and their claims in the case 
entitled In re NextWave Personal Communications, Inc., Bankr. S.D.N.Y. No. 98 B 
21529, in accordance with the terms of the Settlement Agreement, dated November 15, 
2001, that has been entered into by petitioners and respondents, among others.
(2) Authorization.  There are hereby authorized to be appropriated $9.55 billion, 
to remain available until expended, to carry out the purposes of this subsection.  
(3) Appropriation.  There is appropriated to the Federal Communications 
Commission, out of any money in the Treasury not otherwise appropriated, the sum of 
$9.55 billion, to remain available until expended, to carry out the purposes of this 
subsection.
(4) Payment Obligation.  In accordance with the terms of the Agreement, subject 
to the conditions set forth therein (including the condition that the Final Bankruptcy 
Settlement Approval Date shall have occurred, on or before December 31, 2002), and in 
consideration for NextWaves complete relinquishment of any and all claims related to 
the Designated Licenses or the Covered Spectrum, the Federal Communications 
Commission shall pay to or on behalf of NextWave the sum of $9.55 billion no later than 
December 31, 2002.  The Federal Communications Commission will make a $6.498 
billion payment directly to NextWave and will make a $3.052 billion non-refundable 
advance tax payment on behalf of and for the benefit of NextWave for the Taxable 
Period.  This advance payment of $3.052 billion can be used by NextWave only toward 
satisfaction of its federal income tax liability for the Taxable Period and not on a 
subsequent claim for refund; and it cannot be carried forward or carried back to any other 
tax period and is not available for use or tax benefit in any year other than the Taxable 
Period.  Notwithstanding any other provision of law, the United States is authorized and 
directed to retain all of NextWaves advance payment, irrespective of the total federal 
income tax liability of NextWave.  
(5) NextWave Relinquishment of Claims  In accordance with the terms of the 
Agreement, on or before the tenth (10th) Business Day after the Final Bankruptcy 
Settlement Approval Date occurs, NextWave shall completely relinquish any and all 
claims related to the Designated Licenses and the Covered Spectrum.
(6) NextWave Tax Liability  NextWave shall pay to the Internal Revenue 
Service its full and complete tax liability with respect to the transaction that is the subject 
of the Agreement.  Nothing in this section is to be construed as determining NextWaves 
federal tax liability for the Taxable Period or any other tax year, and nothing in this 
section restricts the Internal Revenue Services rights to determine NextWaves federal 
income tax liability for the Taxable Period or any other tax year.  Payment of its full and 
complete tax liability shall not permit NextWave to avoid payment to the United States of 
any other amounts it is obligated to pay the United States pursuant to the terms of the 
Agreement or otherwise.
(7) Paygo Provision  Notwithstanding Rule 3 of the Budget Scorekeeping 
Guidelines set forth in the Joint Explanatory Statement of the Committee of Conference 
accompanying Conference Report No. 105-217, legislation in this section that would 
have been estimated as changing direct spending or receipts under section 252 of the 
Balanced Budget and Emergency Deficit Control Act of 1985 were it included in an Act 
other than an appropriations Act shall be treated as direct spending or receipts legislation, 
as appropriate, under section 252 of the Balanced Budget and Emergency Deficit Control 
Act of 1985.
(b)  Implementation of Auction 35.  
(1) Disposition of License Applications.   Notwithstanding any other provision 
of Federal, State, or local law, the Commission shall grant Auction 35 Licenses to each 
Participating Auction 35 Winning Bidder that the Commission determines is qualified to 
hold the licenses.  Any such grant of licenses pursuant to this subsection shall be 
subsequent to the Final Bankruptcy Settlement Approval Date, and shall be governed by 
the terms of Auction 35 and the Rules of the Commission, except insofar as those terms 
and Rules of the Commission are modified by this section or by the terms of the 
Agreement.
(2) Withdrawal of Bids.  Any Auction 35 Winning Bidder whose total winning 
bids for Auction 35 Licenses did not exceed $10 million may elect to withdraw all of its 
bids for such Auction 35 Licenses without penalty and shall be entitled to a refund of its 
monies on deposit with the FCC associated with such Auction 35 Licenses, provided that 
such a winning bidder that elects to withdraw its bids must file with the Commission no 
later than January 30, 2002, a notice of election to withdraw accompanied by a waiver 
and release, acceptable to the Commission, of all rights and claims relating to such 
Auction 35 Licenses, Auction 35, or the Agreement.  Nothing in this section shall be 
construed to permit any Auction 35 Winning Bidder to withdraw some, but not all, of its 
bids for Auction 35 Licenses.
(3) Letters of Credit and Partial Return of Certain Amounts on Deposit.  A 
Participating Auction 35 Winning Bidder that provides letters of credit to the United 
States in accordance with the terms of the Agreement shall be entitled to a refund totaling 
50 percent of its Auction 35 Deposits for winning bids for Auction 35 Licenses submitted 
by that Auction 35 Winning Bidder.  The Commission shall pay such refund upon 
instructions from the payor of record, in accordance with and within the time prescribed 
in the Agreement.  Nothing in this paragraph shall prevent the United States from 
recouping the value of the refunded deposits at a later time, to the extent authorized by 
the Agreement.
(4) Non-Participating Auction 35 Winning Bidders.  Except as provided in 
paragraph (2) of this subsection, any Auction 35 Winning Bidder that is not a 
Participating Auction 35 Winning Bidder shall remain subject to the full terms of Auction 
35, including but not limited to all payment and default obligations.  
(5) Payment by Participating Auction 35 Winning Bidders.  In accordance with 
the terms of the Agreement, subject to the conditions set forth therein (including the 
condition that the Final Bankruptcy Settlement Approval Date shall have occurred, on or 
before December 31, 2002), and subject to paragraph (6) of this subsection, any 
Participating Auction 35 Winning Bidder that the Commission determines is qualified to 
hold any license or licenses bid on in Auction 35 shall pay the Amount Due on Receipt 
for each Auction 35 License with respect to which the Commission has made such 
determination, as specified and by the time provided in the Agreement, and, in exchange, 
shall receive all such licenses.  
(6) Early Payment.  Any Participating Auction 35 Winning Bidder may choose, 
in accordance with the terms of the Agreement, to make earlier payment for, and in 
exchange receive at the time of payment, all Auction 35 Licenses that the Commission is 
prepared to grant to it.  
(7) Qualification Requirements.  In the event the Commission determines that 
any Auction 35 Winning Bidder is not qualified, under the Rules of the Commission or 
the Communications Act, to hold an Auction 35 License for which it submitted the 
winning bid, that Auction 35 Winning Bidder remains subject (i) to the Rules of the 
Commission that would apply in the absence of the Agreement, including without 
limitation any and all payment and default obligations and refund rights, and (ii) to the 
Agreement.

(8) Refunds for Participating Auction 35 Winning Bidders. - In accordance with 
the terms of the Agreement, a Participating Auction 35 Winning Bidder that has 
previously been granted Auction 35 Licenses shall be entitled to receive from the 
Commission, and the Commission shall pay from the budget accounts that received the 
payments from such bidder, a refund of amounts previously paid by such bidder for such 
Auction 35 Licenses as follows:

	(A) any and all Amounts Due on Receipt previously paid by such Auction 
35 Winning Bidder, if an order is entered by any court in a proceeding under 
subsection (c) that denies or has the legal effect of denying a participating 
Auction 35 Winning Bidders right to use the spectrum covered by one or more 
Auction 35 Licenses that were previously granted to such participating Auction 
35 Winning Bidder, subject to the provisions set forth in the Agreement with 
respect to repayment on restoration of rights; and, if applicable, 

(B) any and all Amounts Due on Receipt and Auction 35 Deposits 
previously paid by, and not previously refunded to, such Auction 35 Winning 
Bidder for such licenses, under the following circumstances:

	(i) if an order entered by any court in a proceeding under 
subsection (c) is in effect on or after December 31, 2002, that denies or 
has the legal effect of denying a Participating Auction 35 Winning 
Bidders right to use the spectrum covered by one or more Auction 35 
Licenses that were previously granted to such Participating Auction 35 
Winning Bidder;

(ii) if a Final court order precludes or has the legal effect of 
precluding the Commission from paying all or part of the amounts set 
forth in subsection (a); or

(iii) if, on December 31, 2002, the Commission has not released an 
order with respect to one or more Auction 35 Licenses for which a 
Participating Auction 35 Winning Bidder submitted the winning bids 
determining either that the Commission is prepared to grant such Auction 
35 License or that such Participating Auction 35 Winning Bidder is not 
qualified to hold such Auction 35 License.

Nothing in this section shall be construed to expand or limit any right to a refund set forth in the 
Agreement.  

(c)  Judicial Review.  
(1) Exclusive Review.    Subject to the limitations and preclusions in subsection 
(d), any proceeding for review within the scope of this subsection may be brought only in 
the United States Court of Appeals for the District of Columbia Circuit, which shall have 
sole and exclusive jurisdiction over any such proceeding. 
(A) Any (i) appeal of an order disposing of the Motion for Approval of a 
Compromise of a Controversy filed by NextWave in accordance with the terms of 
the Agreement, or (ii) petition seeking judicial review of the procedures provided 
by this section for the resolution of issues presented by that Motion, shall be 
commenced by the filing of a "Notice of Expedited Appeal" or "Notice of 
Expedited Petition," as appropriate, which shall include a reference to the review 
provisions of this section, within 10 days after entry of the order disposing of the 
NextWave Motion for Approval referenced in this subparagraph.  Nothing in this 
section shall affect the standard of review or substantive law applicable in any 
such proceeding.  Except in a proceeding under this subparagraph, no court shall 
have jurisdiction to consider any issue that could have been raised in a proceeding 
filed under this subparagraph.
(B) Any petition seeking judicial review of an order of the Commission 
approving the Agreement shall be commenced by the filing of a "Petition for 
Expedited Review," which shall include a reference to the review provisions of 
this section, within 10 days after the later of (i) the date on which public notice is 
given of the Commission order, or (ii) the effective date of this section. 
(C) Any challenge to any aspect of the constitutionality of this section, 
except for a challenge that must be brought pursuant to subparagraph (A) of this 
paragraph, shall be commenced by the filing of a "Petition for Expedited 
Review," which shall include a reference to the review provisions of this section, 
within 10 days after the effective date of this section.
(2) Expedited Treatment.  The Court of Appeals shall advance on its docket any 
and all proceedings brought under paragraph (1) of this subsection and shall expedite 
them to the greatest extent possible, with a view to deciding the cases within 55 days 
after the filing of the last timely filed petition or notice of appeal if practicable.  These 
expedited procedures shall apply to all such cases, including those that are before the 
Court following any remand to the Commission or to the lower court with jurisdiction 
over further proceedings related to the Motion for Approval of a Compromise of a 
Controversy filed by NextWave in accordance with the terms of the Agreement.  Any 
petition for rehearing or rehearing en banc of an order by the Court of Appeals in a case 
under paragraph (1) of this subsection shall be filed within 10 days after the entry of 
judgment.  The Court of Appeals shall expedite its consideration of any such petition to 
the greatest extent possible, with a view to resolving the petition within 20 days after 
such a petition is filed if practicable.
(3) Certiorari.   Any petition for a writ of certiorari seeking review by the 
Supreme Court of the United States of a judgment or order by the Court of Appeals under 
this subsection shall be filed within 10 days after the entry of judgment or order.  Any 
opposition shall be filed within 10 days after filing of the petition.  The Supreme Court 
shall advance any such petition on its docket and expedite its consideration of the petition 
to the greatest extent possible, with a view to acting on the petition within 30 days after it 
is filed if practicable.  In the event the petition is granted, the Supreme Court shall 
expedite consideration to the greatest extent possible, with a view to issuing an order 
within 70 days of the grant of the writ of certiorari if practicable.  
(4) Limits on Interlocutory Relief Affecting Licenses.  In adjudicating matters 
arising under subparagraph (1)(B) or (C) of this subsection, no court shall have 
jurisdiction to enter an order that would require an Auction 35 Winning Bidder to 
surrender or relinquish an Auction 35 License, or that would deny or have the legal effect 
of denying a licensees right to use the spectrum covered by such a License, due to the 
invalidity of the Agreement, of a Commission order approving the Agreement, or of this 
section, at any time before there is a final judgment in that action that is no longer subject 
to further review.
 	(5) Exclusion of Bidder-Specific Litigation And Enforcement Proceedings.  The 
following proceedings shall be excluded from the scope of this subsection: 
(A) Any proceeding seeking judicial review of any Commission decision 
or order specific to an Auction 35 Winning Bidders license application  
including, but not limited to, a proceeding pursuant to subparagraph (A) or (B) of 
subsection (d)(1) concerning the bidders qualifications to hold a license; and
(B) Any proceeding to enforce the terms of the Agreement, including, but 
not limited to, a proceeding pursuant to subparagraph (C) of subsection (d)(1).
(6) Limitation on Jurisdiction.  Except in a proceeding filed under paragraph (1) 
of this subsection, no court shall have jurisdiction to consider any issue that could have 
been raised in an action filed under that paragraph.
(d) Limitation and Preclusion of Actions.  
	(1)  Neither the Agreement nor a Commission order approving the Agreement, 
granting a license, or taking any other action pursuant to this section or to the Agreement, 
shall be subject to administrative or judicial review, except that  
 		(A) administrative and judicial review of a Commission decision 
disposing of any petition to deny applications of an Auction 35 Winning Bidder, 
which petition was timely filed on or before March 9, 2001 in accordance with the 
requirements of 47 C.F.R. section 1.2108(b) and C and F Block Broadband PCS 
Auction:  Applications Accepted For Filing, Public Notice, DA 01-520 (released 
Feb. 27, 2001), is not precluded;
 	(B) administrative and judicial review of a Commission decision 
determining that an Auction 35 Winning Bidder is not qualified to hold a license, 
initiated by that Auction 35 Winning Bidder, is not precluded; 
(C) any party to the Agreement may initiate a proceeding to enforce the 
terms of the Agreement;
 	(D) subject to subparagraph (c)(1)(A), this section does not affect 
jurisdiction to rule on a Motion for Approval of a Compromise of a Controversy 
filed by NextWave in accordance with the terms of the Agreement; and
 	(E) this section, the Agreement, and any Commission order approving the 
Agreement, shall be subject to review solely for constitutionality, which review 
shall be solely by the United States Court of Appeals for the District of Columbia 
Circuit, and solely as provided in subparagraphs (c)(1)(A), (B), and (C).
(2)  No Court shall have jurisdiction to enjoin the United States or the 
Commission from exercising its rights to draw on the letters of credit that have been 
provided by a Participating Auction 35 Winning Bidder in accordance with the terms of 
the Agreement.
(3)  Nothing in this subsection affects the Commissions jurisdiction or authority, 
consistent with the Communications Act, the Rules of the Commission, and the 
Agreement, to withdraw authorization to use spectrum or enforce license conditions 
applicable to the affected spectrum.  Except as otherwise provided in this section or the 
Agreement, Auction 35 Winning Bidders remain subject to the Rules of the Commission 
and the Communications Act.  
(e) Frivolous actions.  Any person who files an action in derogation of limitations or 
deadlines set forth in subsections (c) and (d), or who is found to have acted without substantial 
justification in filing such action, shall be subject to sanctions under section 1927 of title 28, and 
Rule 11 of the Federal Rules of Civil Procedure.
(f) Definitions.  As used in this section, 
(1) Agreement means the Settlement Agreement dated November 15, 2001, 
entered into by NextWave and the Federal Communications Commission, the United 
States, and Participating Auction 35 Winning Bidders.
(2) Amount Due on Receipt means the amount equal to the balance due to the 
FCC, under the Rules of the Commission, as of the applicable payment date under the 
Agreement for an Auction 35 License.  The Amount Due on Receipt for an Auction 35 
License does not include the Auction 35 Deposit for such License.
(3) Auction 35 means the FCC-conducted spectrum auction number 35 that 
commenced on December 12, 2000, for Personal Communications Services licenses to 
operate Covered Spectrum and other spectrum.
(4) Auction 35 Deposit means any monies on deposit with the FCC paid by a 
Participating Auction 35 Winning Bidder for an Auction 35 License.  The Auction 35 
Deposit for an Auction 35 License does not include the Amount Due on Receipt for such 
License.
(5) Auction 35 Licenses means those licenses to use Covered Spectrum for 
which Auction 35 Winning Bidders submitted winning bids in Auction 35.  
(6) Auction 35 Winning Bidder means those entities that submitted winning 
bids in Auction 35 for Covered Spectrum.	
(7) Bankruptcy Settlement Approval Order means an order authorizing and 
directing NextWave to enter into the transactions contemplated in the Agreement on the 
terms specified therein, to relinquish any and all claims to the Covered Spectrum and the 
Designated Licenses, and to return the Designated Licenses to the Commission in 
exchange for the payments provided in the Agreement.
(8) Business Day means any day, other than Saturday or Sunday, on which 
commercial banks in New York City and the Commissions offices are open for the 
general transaction of business.
(9) Commission means the Federal Communications Commission.
(10)  Communications Act means the Communications Act of 1934, as 
amended.
(11)  Covered Spectrum  means spectrum that NextWave had been authorized 
to use under the Designated Licenses.
(12)  Days means calendar days, including weekends and holidays.
(13) Designated Licenses means the C Block and F Block licenses for which 
NextWave was the winning bidder at auctions concluded in 1996 and 1997 by the 
Commission under section 309(j) of the Communications Act.
(14) Final means with respect to any order that such an order has not been 
reversed, modified or stayed and (x) the time to appeal such order has expired and no 
appeal or petition for review, rehearing or certiorari is pending, or (y) any appeal has 
been fully decided and no further appeal or petition for review, rehearing or certiorari can 
be timely taken or granted.
(15) Final Bankruptcy Settlement Approval Date means the date on which all of 
the following conditions have been satisfied: (i) the Bankruptcy Settlement Approval 
Order has become Final; (ii) any proceeding pursuant to subparagraph (1)(A) of 
subsection (c) has been resolved by an order that has become Final; and (iii) either 
Verizon Wireless has caused letters of credit to be issued in accordance with the terms of 
the Agreement, or, in the absence of the required letters of credit, the United States has 
not, within the time provided by the Agreement, exercised its right to terminate the 
Agreement. 
(16) NextWave means NextWave Personal Communications Inc. and its 
affiliates, NextWave Telecom Inc., NextWave Partners Inc., NextWave Power Partners 
Inc., and NextWave Wireless Inc.
(17) Participating Auction 35 Winning Bidder means an Auction 35 Winning 
Bidder that is a party to the Agreement on January 10, 2002, provided that any Auction 
35 Winning Bidder whose total winning bids for Auction 35 Licenses did not exceed $10 
million may become a party by executing the Agreement no later than January 30, 2002.
(18) Rules of the Commission means any and all rules, regulations, policies, 
procedures, public notices and orders of the Commission that are in effect at the time an 
action, event or matter in question occurs.
(19) Taxable Period means the tax period in which NextWave relinquishes any 
and all claims related to the Designated Licenses and the Covered Spectrum, as provided 
in paragraph (5) of subsection (a).
(g) Effective Date.  This section shall be effective on the date of enactment and 
the provisions contained in this section shall supersede any other Federal law, or State or local 
law, to the contrary.
(h) Severability. - If a provision of this Section is held invalid, all valid provisions 
that are severable from the invalid provision shall remain in effect.  

EXHIBIT B - FORM OF LETTER OF CREDIT
[Illustrative Form of Letter of Credit --
Subject to Issuing Bank Requirements]
No. __________

__________, 2002
THE FEDERAL COMMUNICATIONS COMMISSION
[Address]
Ladies and Gentlemen:
We hereby establish, at the request and for the account of ________, in your favor, as required under the Settlement 
Agreement dated as of November 15, 2001 (the Agreement) by and among NextWave Personal Communications 
Inc., et al., the United States, the Federal Communications Commission, and certain winning bidders in the FCCs 
spectrum auction number 35 including [name of bidder], our Irrevocable Letter of Credit No. _________, in the 
amount of $__________, expiring at the close of banking business at our office described in the following 
paragraph, on December 31, 2002, or such earlier date as the Letter of Credit is terminated (the Expiration Date).
Funds under this Letter of Credit are available to you against your draft in the form attached hereto as Annex A, 
drawn on our office described below, and referring thereon to the number of this Letter of Credit, accompanied by 
your written and completed certificate signed by you substantially in the form of Annex B attached hereto.  Such 
draft and certificate shall be dated the date of presentation, which shall be made at our office located at [BANK 
ADDRESS] and shall be effected either by personal delivery or delivery by a nationally recognized overnight 
delivery service.  We hereby commit and agree to accept your draft and certificate at such office, and if they are all 
in strict conformity with the terms and conditions of this Letter of Credit, on or prior to the Expiration Date, we will 
honor the same not later than the third banking day after presentation thereof in accordance with your payment 
instructions.  Payment under this Letter of Credit shall be made by wire transfer of Federal Reserve Bank of New 
York funds to your account at the United States Treasury, in accordance with the instructions set forth in a draft 
presented in connection with a draw under this Letter of Credit.
Partial drawings are permitted under this Letter of Credit.
This Letter of Credit shall be canceled and terminated upon receipt by us of Applicants certificate purportedly 
signed by an authorized representative of [name of bidder], and countersigned by an authorized signatory of the 
FCC in the form attached as Annex C.
The amount of this Letter of Credit shall be reduced upon receipt by us of Applicants certificate purportedly signed 
by an authorized representative of [name of bidder], and countersigned by an authorized signatory of the FCC in the 
form attached as Annex D.
This Letter of Credit is not transferable or assignable in whole or in part. 
This Letter of Credit sets forth in full the undertaking of the Issuer, and such undertaking shall not in any way be 
modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein, 
except only the certificates and the drafts referred to herein and the ISP (as defined below); and any such reference 
shall not be deemed to incorporate herein by reference any document, instrument or agreement except for such 
certificates and such drafts and the ISP.
This Letter of Credit shall be governed by, and construed in accordance with, the International Standby Practices 
1998, International Chamber of Commerce Publication No. 590 (the ISP), which is incorporated into the text of 
this Letter of Credit by this reference, and, to the extent not inconsistent therewith, the laws of the State of New 
York, including the Uniform Commercial Code as in effect in the State of New York.  Communications with respect 
to this Letter of Credit shall be addressed to us at our address set forth below, specifically referring to the number of 
this Letter of Credit.
[NAME OF BANK]
[BANK SIGNATURE]

ANNEX A
OF EXHIBIT B

Form of Draft
To:  [Issuing Bank]
DRAWN ON LETTER OF CREDIT No: ______________
AT SIGHT
PAY TO THE ORDER OF THE FEDERAL COMMUNICATIONS 
COMMISSION BY WIRE TRANSFER OF FEDERAL RESERVE BANK OF 
NEW YORK
FUNDS TO:	U.S. TREASURY
		ABA NUMBER 021030004
		TREAS NYC/CTR
		BNF:  27000001
		OBI:  Credit U.S. Treasury
		          Account (FCC Subaccount 27X4133)
		AS AUCTION 35 PAYMENTS
[AMOUNT IN WORDS] DOLLARS AND NO/CENTS
$[AMOUNT IN NUMBERS]
FEDERAL COMMUNICATIONS COMMISSION
By: ________________________________

ANNEX B
OF EXHIBIT B

Draw Certificate
The undersigned hereby certifies to [Name of Bank] (the Bank), with reference to (a) 
Irrevocable Standby Letter of Credit No. [Number] (the Letter of Credit) issued by the Bank in 
favor of the United States and (b) Section 11 of the Settlement Agreement, dated as of November 
__, 2001, by and among NextWave Personal Communications Inc., et al., the United States, the 
Federal Communications Commission (FCC), and certain winning bidders in the FCCs 
spectrum auction number 35, including [name of bidder] (the LC Provider) (all capitalized 
terms used herein but not defined herein having the meaning stated in the Agreement), that: 
i.	The LC Provider did not make a payment to the FCC in the amount of 
$_____ pursuant to the terms of Sections 16 and 17 of the Settlement Agreement on or before the 
Payment Date applicable to such payment;
ii.	At least three (3) days have passed since the Payment Date for such 
payment; and 
iii.	The LC Provider has not paid to the FCC the amount specified in Clause 
(i) above.
iv.	The amount to be drawn under this Letter of Credit as of the date hereof is 
$_____, [which equals (a) the amount specified in the notice described in Clause (i) above 
multiplied by (b) an amount equal to (A) the initial amount of this Letter of Credit divided by (B) 
the total initial amount of all Letters of Credit provided by such LC Provider.] [NOTE: If the LC 
Provider fails to provide the notice required by Section 11(a)(v) of the Agreement, the above-
bracketed language shall be deleted and replaced with the following: [which equals the amount 
specified in clause (i), less the aggregate amounts drawn under all other Letters of Credit 
provided by the LC Provider in connection with the defaulted payment described in clause (i)].]

IN WITNESS WHEREOF, the undersigned has executed this certificate as of [specify 
time of day] on the ____ day of _____________, 2002.
FEDERAL COMMUNICATIONS COMMISSION

By: _____________________________________
Name:
Title:

ANNEX C
OF EXHIBIT B

Certificate Regarding Termination of Letter of Credit
The undersigned hereby certifies to [Name of Bank] (the Bank), with reference to (a) 
Irrevocable Standby Letter of Credit No. [Number] (the Letter of Credit) issued by the Bank in 
favor of the United States, and (b) Section 11 of the Settlement Agreement, dated as of 
November __, 2001, by and among NextWave Personal Communications Inc., et al., the United 
States, the Federal Communications Commission (FCC), and certain winning bidders in the 
FCCs  spectrum auction number 35, including [name of bidder] (the LC Provider) (all 
capitalized terms used herein but not defined herein having the meaning stated or described in 
the Agreement), that:  
(1) 	[include one of the following clauses, as applicable]
(a)	The Settlement Agreement has terminated in accordance with the 
provisions thereof;
(b)	The LC Provider has paid to the FCC all amounts it is required to pay 
under Section 17 of the Settlement Agreement; 
(c)	A court of competent jurisdiction has entered an order that is Final, which 
has the effect of preventing the FCC from granting to the LC Provider its Auction 35 Licenses; 
or
		(d)	The United States and the Commission have accepted Alternative Security 
Arrangements.

(2) 	By reason of the event or circumstance described in paragraph (1) of this 
certificate, and effective upon the receipt by the Bank of this certificate (countersigned as set 
forth below), the Letter of Credit is terminated.
	
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the ____ 
day of _____________, 2002.
[NAME OF BIDDER]
By: _____________________________________
Name:
Title:
COUNTERSIGNED:
Federal Communications Commission

By:  __________________________________
Name:
Its Authorized Signatory

ANNEX D
OF EXHIBIT B

Certificate Regarding Reduction of Letter of Credit Amount

	The undersigned hereby certifies to [Name of Bank] (the Bank), with reference to (a) 
Irrevocable Standby Letter of Credit No. [Number] (the Letter of Credit) issued by the Bank in 
favor of the United States, and (b) Section 11 of the Settlement Agreement, dated as of 
November __, 2001, by and among NextWave Personal Communications Inc., et al., the United 
States, the Federal Communications Commission (FCC), and certain winning bidders in the 
FCCs spectrum auction number 35, including [name of bidder] (the LC Provider) (all 
capitalized terms used herein but not defined herein having the meaning stated or described in 
the Agreement), that: 

	i.	The LC Provider has paid to the FCC the sum of $_____________, representing 
an amount equal to the Amounts Due on Receipt paid for Auction 35 Licenses that were paid for 
and granted to such LC Provider in respect of which there have been no prior reductions of the 
amount of the Letter of Credit;
	ii.	The amount of the Letter of Credit shall be reduced by $_____, which equals (a) 
the amount described in Clause (i) multiplied by (b) an amount equal to (A) the initial amount of 
the Letter of Credit divided by (B) the total initial amount of all Letters of Credit provided by 
such LC Provider; and 
	iii.	After giving effect to the reduction, the amount of the Letter of Credit shall be 
$___________ [insert amount of the Letter of Credit prior to reduction minus the amount 
specified in Clause (ii)].
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the ____ day of 
_____________, 2002.

						[NAME OF BIDDER]

						By: _____________________________________
							Name:
							Title:

COUNTERSIGNED:

Federal Communications Commission

By:  __________________________________
	Name:
	Its Authorized Signatory

EXHIBIT C

TO BE SUBSTITUTED UPON EXECUTION BY NEXTWAVE AND THE INTERNAL 
REVENUE SERVICE

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