Exhibit
4.13


AMENDMENT
AND LIMITED WAIVER TO THE NOTE AGREEMENTS




This
AMENDMENT AND LIMITED WAIVER TO
THE NOTE AGREEMENTS (this “Amendment and Waiver”) is
dated as of March 16, 2010 and is made with reference to (i) that certain
Purchase Agreement dated as of July 17, 2006 (as amended by that certain First
Amendment to Purchase Agreement dated as of March 12, 2008, that certain Second
Amendment to Purchase Agreement dated as of September 26, 2008, that certain
Amendment and Limited Waiver to the Note Agreements dated as of April 1, 2009
(the “April Amendment”),
and that certain Amendment and Limited Waiver to the Note Agreements dated as of
June 22, 2009 (the “June
Amendment”)), among NextWave Wireless LLC, a Delaware limited liability
company (“NextWave”),
certain guarantors named therein, certain purchasers named therein and The Bank
of New York Mellon (“BONY”), as Collateral Agent
(as the same may be further amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “First Lien Purchase
Agreement”), (ii) that certain Second Lien Subordinated Note
Purchase Agreement dated as of October 9, 2008 (as amended by the April
Amendment and the June Amendment and as supplemented by that certain Second Lien
Incremental Indebtedness Agreement dated as of July 2, 2009), among NextWave,
NextWave Wireless Inc., a Delaware corporation (“Parent”), certain guarantors
named therein, certain purchasers named therein and BONY, as Collateral Agent
(as the same may be further amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Second Lien Purchase
Agreement”), and (iii) that certain Third Lien Subordinated Exchange Note
Exchange Agreement dated as of October 9, 2008 (as amended by the April
Amendment and the June Amendment), among NextWave, Parent, certain guarantors
named therein, certain purchasers named therein and BONY, as Collateral Agent
(as the same may be further amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Third Lien Exchange
Agreement”, and together with the First Lien Purchase Agreement and the
Second Lien Purchase Agreement, each a “Note Agreement” and,
collectively, the “Note
Agreements”).  Capitalized terms used, but not defined herein,
shall have the respective meanings ascribed thereto in the applicable Note
Agreement.




WHEREAS, NextWave has
requested to extend the Maturity Date of all Notes issued under the First Lien
Purchase Agreement to July 17, 2011, subject to extension to October 17, 2011 as
described herein,and to extend the
Maturity Date of all Notes issued under the Second Lien Purchase Agreement to
November 30, 2011 (collectively, the “Maturity
Extension”);




WHEREAS, the noteholders party
hereto are willing to consent to the Maturity Extension and make certain
amendments to the Note Agreements as set forth below in order to facilitate the
Maturity Extension;




WHEREAS, as an inducement to
the Maturity Extension, (i) NextWave and Parent are willing to increase the
interest payable under each Note Agreement for only those Notes held by the
noteholders signatory hereto, in each case on the terms set forth herein, (ii)
NextWave, Parent and the Required Holders under each Note Agreement
are







willing
to authorize the issuance of additional Notes under the applicable Note
Agreement(s) to the noteholders signatory hereto in payment of a one-time
amendment fee (collectively, the “Fee Notes”) and (iii) NextWave
and the Required Holders under each Note Agreement are willing to authorize the
issuance of additional Notes under the First Lien Purchase Agreement in the
event of the Automatic Extension on the terms set forth herein;




WHEREAS, one or more Defaults
or Events of Default may occur under Section 5.26 of the First Lien
Purchase Agreement and Section 5.27 of the Second Lien Purchase Agreement
relating to the delivery of a Six-Month Budget for the period beginning on March
28, 2010 and the related monthly report for March 2010 and the noteholders party
hereto are willing to defer delivery of the Six-Month Budget and waive delivery
of the Six-Month Budget and compliance with such sections until April 30, 2010
(the “Deferral
Date”);




WHEREAS, the noteholders party
hereto are willing to permit amendment of the First Lien Purchase Agreement in
order to permit the use of Net Proceeds received after the date hereof to redeem
all Notes held by those Holders under the First Lien Purchase Agreement that are
not, as of the date hereof, also Holders under the Second Lien Purchase
Agreement, as set forth an Annex I to this Amendment and Waiver (including any
replacement therefor in accordance with Section 9(b) hereof, the “Priority Notes”) before
redeeming any other Notes outstanding under the First Lien Purchase
Agreement;




WHEREAS, certain Holders are
willing to purchase up to $25,000,000 in aggregate Stated Value of additional
Notes to be issued after the date hereof under the First Lien Purchase Agreement
(such Notes, together with any increase in principal amount for future
payment-in-kind interest, the “Senior Incremental
Notes”);




WHEREAS, the noteholders party
hereto are willing to amend the applicable Note Agreements in order to permit
NextWave, after redemption of all Priority Notes, to retain up to $37,500,000 of
net proceeds from Asset Sales received after the date hereof, less net proceeds
from any issuances of Senior Incremental Notes, for general working capital
purposes and Permitted Investments of Parent, NextWave and its
Subsidiaries;




WHEREAS, the noteholders party
hereto are willing to permit the issuance of the Senior Incremental Notes, and
to make certain related amendments to the Note Agreements;




WHEREAS, in order to increase
the working capital funds available for useby NextWave and its
Subsidiaries, the requisite Holdersunder each of the First
Lien Purchase Agreement and the Second Lien Purchase Agreement are willing to
amend the respective Note Agreements to decrease the Minimum Balance Condition
to $1,000,000;and




WHEREAS, the noteholders party
hereto are willing to amend or waive certain additional provisions of the Note
Agreements on the terms set forth herein.







NOW, THEREFORE, in consideration of
the premises set forth herein and in order to induce the noteholders party
hereto to enter into this Amendment and Waiver and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:




Section
1.  Waivers and Consents
Relating to Maturity Extension, Issuance of Fee Notes and Additional First Lien
Notes in Automatic Extension and Interest Rate
Increases.  Subject to the terms and conditions of this
Amendment and Waiver, and solely to the extent described herein (i) the Required
Holders under the First Lien Purchase Agreement hereby waive compliance with
Section 5.29 of the First Lien Purchase Agreement and provide their consent
pursuant to Section 7.01 of the Intercreditor Agreement to permit the Maturity
Extension of the Second Lien Notes, the issuance of the Fee Notes and the
increase in the interest rate payable to the noteholders party hereto under the
Second Lien Purchase Agreement and the Third Lien Exchange Agreement, (ii) the
Required Holders under the Second Lien Purchase Agreement hereby waive
compliance with Section 5.26 of the Second Lien Purchase Agreement and provide
their consent pursuant to Section 7.01 of the Intercreditor Agreement to permit
the Maturity Extension of the First Lien Notes, the issuance of the Fee Notes,
the issuance of additional First Lien Notes in the event of the Automatic
Extension and the increase in the interest rate payable to the noteholders party
hereto under the First Lien Purchase Agreement and the Third Lien Exchange
Agreement, and (iii) the Required Holders under the Third Lien Exchange
Agreement hereby provide their consent pursuant to Section 7.01 of the
Intercreditor Agreement to permit the Maturity Extension of the First Lien
Notes, the issuance of the Fee Notes, the issuance of additional First Lien
Notes in the event of the Automatic Extension and the increase in the interest
rate payable to the noteholders party hereto under the First Lien Purchase
Agreement and the Second Lien Purchase Agreement.




Section
2.  Waiver of Potential Budget
Defaults.  Subject to the terms and conditions of this
Amendment and Waiver, and solely to the extent described herein (i) the
requisite Holders under the First Lien Purchase Agreement hereby waive
compliance with Section 5.26 of the First Lien Purchase Agreement until the
Deferral Date, and (ii) the requisite Holders under the Second Lien Purchase
Agreement hereby waive compliance with Section 5.27 of the Second Lien Purchase
Agreement until the Deferral Date, in each case to provide NextWave additional
time for the preparation of the required Six-Month Budget, it being further
understood and agreed that (A) the Six-Month Budget to be delivered on the
Deferral Date shall be prepared for the six month period commencing on March 28,
2010 (the “Second Quarter
Six-Month Budget”), and (B) the first monthly report to be delivered
pursuant to Section 5.26(b) of the First Lien Purchase Agreement and Section
5.27(b) of the Second Lien Purchase Agreement shall be delivered by April 30,
2010, shall be prepared as of March 28, 2010 and will certify as to the Budget
Condition in comparison to the opening balance of the Second Quarter Six-Month
Budget.













Section
3.  Miscellaneous Waivers and
Acknowledgements.




(a)  Lien on Interest in NextWave
Argentina SA.  Subject to the terms and conditions of this
Amendment and Waiver, the noteholders party hereto hereby waive compliance with
Section 5.12 of each Note Agreement solely in order to permit a Lien to be
granted on the Company’s interests in NextWave Argentina SA and/or its
Subsidiaries in connection with a proposed Asset Sale of the Company’s interests
in such Subsidiary or such Subsidiary’s Spectrum Holdings.




(b)  Termination of Subordination
Arrangements under the First Lien Purchase Agreement.  Each
Holder under the First Lien Purchase Agreement hereby acknowledges that, upon
the effectiveness of this Amendment and Waiver, those certain Subordination
Acknowledgements delivered as of April 1, 2009 by Avenue Special Situations Fund
V, L.P., Avenue Special Situations Fund IV, L.P. and Avenue Investments, L.P.
with respect to the amount equal to 500 basis points per annum (out of the total
of 1200 basis points per annum) of the PIK Principal Amount added to the
outstanding principal amount of the PIK Notes shall terminate and shall be of no
further force and effect.




Section
4.  Limitation of
Waiver.  Each limited waiver set forth above shall be limited
precisely as written and relate solely to the noncompliance of the Note Parties
with the provisions of the Note Agreements referenced therein in the manner and
to the extent described in Sections 1, 2 and 3 of this Amendment and
Waiver.  Except as explicitly set forth herein, nothing in this
Amendment and Waiver shall be deemed to constitute an amendment of or a waiver
of compliance by any Note Party with respect to the Note Agreements in any other
instance or with respect to any other term, provision or condition of any of the
Note Agreements or any other instrument or agreement referred to
therein.  Except as expressly set forth herein, the terms, provisions
and conditions of the Note Agreements, as previously amended and waived in
writing, shall remain in full force and effect and in all other respects are
hereby ratified and confirmed, and nothing in this Amendment and Waiver shall be
deemed to prejudice any right or remedy that any Holder may now have (except to
the extent the same was based upon existing defaults that will not exist after
giving effect to this Amendment and Waiver) or may have in the future under or
in connection with any Note Agreement or any other instrument or agreement
referred to therein.




Section
5.  Amendments to First Lien
Purchase Agreement.




(a)  Maturity Date, Senior Incremental
Notes and Interest Rate Amendments.




(i)  The cover
page of the First Lien Purchase Agreement is hereby amended by deleting the year
“2010” and replacing it with the year “2011”.




(ii)  Section
1.1(a) of the First Lien Purchase Agreement is hereby amended and restated in
its entirety as follows:













“(a)           The
Company has authorized and issued $350,000,000 aggregate Stated Value of its
Senior Secured Notes due July 17, 2011 (the “Initial
Notes”).  The Initial Notes were issued in the form attached
hereto as Exhibit
A and at the purchase price set forth on Schedule 1.2A, with
original issue discount as further described below.  After the date
hereof, the Company may issue from time to time to one or more Holders or their
Affiliates up to $25,000,000 aggregate Stated Value of additional notes in the
form attached hereto as Exhibit A-1 at the
agreed price set forth in connection with such issuance on a supplemental Schedule 1.2A, which
shall not reflect original issue discount (the “Senior Incremental Notes” and,
together with the Initial Notes, each a “Note” and, collectively, the
“Notes”).  Each of
the Holders and the Note Parties hereby consents to and shall execute and
deliver any other documents, instruments, amendments or modifications to this
Agreement or any other Note Document as necessary to reflect the issuance of the
Senior Incremental Notes.  The Notes have been and shall at all times
be secured pursuant to the Collateral Documents and guarantied by the Guarantors
and the Parent in accordance with this Agreement.  Interest will
accrue on the Principal Amount of the Notes at the Applicable Interest Rate,
payable semi-annually in arrears on each Interest Payment Date in accordance
with Section 1.1(b) (except for Payment Default Interest, which shall be payable
on demand in cash) and as further described in this Agreement and the
Notes.  The Notes are subject to optional redemption, mandatory
redemption and an obligation to make a repurchase offer upon the occurrence of a
Change of Control, in each case as further set forth in this Agreement and the
Notes.”




(iii)  Section
1.1(b) of the First Lien Purchase Agreement is hereby amended and restated in
its entirety as follows:




“(b)           On
each applicable Interest Payment Date, at the Company’s election (each such
election, a “PIK
Election”) in lieu of a cash payment of interest, any given payment of
interest on the Notes (other than payments of Payment Default Interest, which
shall be payable on demand in cash) may be paid in kind by increasing the
outstanding Principal Amount under such Notes by the PIK Amount which has
accrued as of such Interest Payment Date.  It shall be presumed,
without any further action on the part of the Company, that the Company is
electing to pay all future payments of interest on the Notes by making a PIK
Election unless the Company has, no later than two (2) Business Days prior to
each relevant Interest Payment Date, delivered to the Holders of the Notes
written notice that the Company intends to make a cash payment of interest in
lieu of a PIK Election for such Interest Payment Date.”




(iv)  A new
Section 5.30 is hereby added to Article V of the First Lien Purchase Agreement
as follows:




“5.30           Notice of Automatic Maturity
Extension.











At any
time prior to July 17, 2011, the Company shall be entitled to provide written
notice to the Holders certifying that both (x) an Asset Sale (or series of
related Asset Sales), the Net Proceeds of which would be adequate to redeem all
Notes then outstanding is pending as of July 17, 2011, and (y) such Asset Sale
(or series of related Asset Sales) is pending and documented pursuant to a
definitive agreement and has not been consummated and is not, as of such date of
notice, reasonably likely to be consummated by July 17, 2011 due solely to
ongoing review of such proposed transaction(s) by the FCC or similar
Governmental Authority with regulatory oversight of Spectrum
Holdings.  Subject to the terms of this Section 5.30, upon
transmission of such written notice, (i) the Company will be obligated to pay a
one-time fee to each of the Holders equal to 2% of the aggregate amount of all
outstanding principal and accrued and unpaid interest due on the Notes held by
each respective Holder as of the date of such notice, payable in kind through
the issuance of additional Notes, which Notes shall be deemed to be issued on
July 17, 2011, shall not include original issue discount, and will accrue
interest from such date, and (ii) the Maturity Date shall automatically be
extended to October 17, 2011 (an “Automatic
Extension”).




(v)  The
definition of “Applicable Interest Rate” in the First Lien Purchase Agreement is
hereby amended and restated in its entirety as follows:




““Applicable Interest Rate”
means (i) prior to January 15, 2010, a rate of 9% per annum (provided that for
any payments of interest pursuant to a PIK Election made prior to March 16,
2010, the Applicable Interest Rate shall be 14% per annum), (ii) from January
15, 2010 through March 15, 2010, a rate of 14% per annum, and (iii) on and after
March 16, 2010, a rate of 15% per annum; provided, that, in each of the above
subclauses (i), (ii), and (iii) during any period of time when a Budget Default
or any Payment Default has occurred and is continuing, the Applicable Interest
Rate shall be increased to include Budget Default Interest or Payment Default
Interest, respectively.”




(vi)  The
definitions of “Asset Sale Default” and “Asset Sale Default Interest” in the
First Lien Purchase Agreement are hereby deleted in their entirety.




(vii)  A
definition of “Automatic Extension” is hereby added alphabetically to Article IX
of the First Lien Purchase Agreement as follows:




““Automatic Extension” has the
meaning set forth in Section 5.30.”




(viii)  A
definition of “Daily Interest Rate” is hereby added alphabetically to Article IX
of the First Lien Purchase Agreement as follows:




“Daily Interest Rate” means, as
of each date of determination, the quotient of (i) the Applicable Interest Rate
divided by (ii)
360.”













(ix)  A
definition of “Interest Payment Date” is hereby added alphabetically to Article
IX of the First Lien Purchase Agreement as follows:




““Interest Payment Date” means
each January 15 and July 15, except if such day is not a Business Day, the next
succeeding Business Day shall be considered the Interest Payment
Date.”




(x)  The
definition of “Maturity Date” in the First Lien Purchase Agreement is hereby
amended and restated in its entirety as follows:




““Maturity Date” means July 17,
2011; provided,
that if the Company has provided notice of an Automatic Extension pursuant to
Section 5.30 hereof, then the Maturity Date shall automatically be extended to
October 17, 2011, effective as of July 17, 2011.”




(xi)  The
definition of “PIK Notes” in Article IX of the First Lien Purchase Agreement is
hereby deleted in its entirety.




(xii)  The
definition of “PIK Principal Amount” in Article IX of the First Lien Purchase
Agreement is hereby amended and restated in its entirety as
follows:




““PIK Amount” means, as of any
date of determination, an amount to be added to the outstanding Principal Amount
under each Note on such date equal to the product of (i) the number of days
since the immediately preceding Interest Payment Date, multiplied by (ii)
the weighted average Daily Interest Rate during such period multiplied by (iii)
the Principal Amount of the applicable Note outstanding as of the immediately
preceding Interest Payment Date (or in the case of the first interest period for
each Note from the corresponding PIK Election, the date of such PIK Election),
subject to any reduction in the Principal Amount of the applicable Note as a
result of any repayment of the principal of such Note prior to such date of
determination in accordance with the terms hereof.”




(xiii)  A
definition of “Principal Amount” is hereby added alphabetically to Article IX of
the First Lien Purchase Agreement as follows:




““Principal Amount” means, with
respect to any Note, as of the date of determination, the Stated Value of such
Note, plus the
aggregate of all PIK Amounts accrued prior to or on such date of determination,
and minus the
aggregate amount of any repayments of principal or interest made prior to such
date of determination in accordance with the terms of the Notes.”




(xiv)  The
definition of “Second Lien Notes” in the First Lien Purchase Agreement is hereby
amended and restated in its entirety as follows:




““Second Lien Notes” means (i)
the $105,263,157 in aggregate principal amount of senior-subordinated secured
second lien notes of the Company due November 30, 2011 issued on October 9, 2008
plus (ii) any
senior-subordinated secured second lien notes of the Company due
















(xv)  A
definition of “Senior Incremental Notes” is hereby added alphabetically to
Article IX of the First Lien Purchase agreement as follows:




““Senior Incremental Notes” has
the meaning set forth in Section 1.1(a).”




(xvi)  A
definition of “Stated Value” is hereby added alphabetically to Article IX of the
First Lien Purchase Agreement as follows:




““Stated Value” means the
original principal amount of each Note as of the issuance date of such
Note.”




(xvii)  The
definition of “Third Lien Indebtedness” in the First Lien Purchase Agreement is
hereby amended and restated in its entirety as follows:




““Third Lien Indebtedness” means
Indebtedness of the Parent (and any related guaranties by the Company or its
Subsidiaries) pursuant to its third lien subordinated secured convertible notes
in the aggregate principal amount of $478,294,966, or, such other amount of such
notes as may be outstanding from time to time on account of any redemption,
repayment, payment-in-kind of interest or fees (including consent, waiver or
amendment fees), or other change in outstanding principal amount, in each case,
as may be required or permitted by the Third Lien Exchange Agreement and the
Intercreditor Agreement, with the holder(s) of such Indebtedness to have a third
priority lien on the Collateral (which Collateral shall otherwise remain
unencumbered except as permitted under the Note Documents).  The Third
Lien Indebtedness must have a maturity date that is later than the Maturity Date
on the Notes and shall remain subject to the Intercreditor Agreement (as defined
in the Second Lien Note Purchase Agreement).”




(xviii)  Exhibit A
to the First Lien Purchase Agreement is hereby amended and restated in its
entirety in the form attached as Annex II to this Amendment and
Waiver.













(xix)  A new
Exhibit A-1 is hereby inserted between Exhibit A and Exhibit B of the First Lien
Purchase Agreement in the form attached as Annex III to this Amendment and
Waiver.




(b)  Use of Asset Sale
Proceeds.




(i)  Section
8.1 of the First Lien Purchase Agreement is hereby amended and restated in its
entirety as follows:




“8.1           Optional Redemption; Mandatory
Redemption.




(a)           The
Company may at any time redeem all of the Notes, or  any portion of
the Notes (in a minimum of $5,000,000 and integral multiples of $1,000,000),
upon not less than 30 nor more than 60 days’ prior written notice, at a
redemption price equal to the sum of (i) the principal amount of the Notes to be
redeemed plus(ii)
accrued and unpaid interest with respect to the principal amount of the Notes to
be redeemed as of the applicable redemption date.




(b)           Within
three Business Days of any Asset Sale, the Company shall make a redemption of
Notes in an amount equal to the Net Proceeds of such Asset Sale, at a redemption
price equal to the sum of (i) the principal amount of the Notes to be redeemed
plus (ii) all accrued
and unpaid interest with respect to the principal amount of the Notes to be
redeemed as of the applicable redemption date; provided, that the
Company shall not be required to redeem Notes hereunder until the aggregate
principal amount of Notes to be redeemed shall exceed $2,500,000.




(c)           Any
redemption pursuant to this Section 8.1 shall be made pursuant to the provisions
of Sections 8.2 through 8.6 hereof.”




(ii)  Section
8.2 of the First Lien Purchase Agreement is hereby amended and restated in its
entirety as follows:




“8.2           Selection of Notes to Be Redeemed or
Purchased.




If less
than all of the Notes are to be redeemed or purchased in an offer to purchase at
any time, the Company will redeem or purchase Notes in the following order: (i)
first, after March 16,
2010 (and only if no Event of Default has occurred and is continuing), until
such time as all outstanding Priority Notes have been redeemed, the Priority
Notes pro rata based on
the respective percentage of all outstanding principal and accrued and unpaid
interest on all Priority Notes as of the date of such redemption, (ii) second, after the repayment
of all Priority Notes (and only if no Event of Default has occurred and is
continuing), the Senior Incremental Notes pro rata based on their
respective percentage of all outstanding principal and accrued and unpaid
interest on all Senior Incremental Notes as of the date of such redemption, and
(iii) thereafter (or











pro
rata




(iii)  The
definition of “Make-Whole Amount” in Article IX of the First Lien Purchase
Agreement is hereby deleted in its entirety.




(iv)  The
definition of “Net Proceeds” in the First Lien Purchase Agreement is hereby
amended and restated in its entirety as follows:




““Net Proceeds” means, with
respect to any Asset Sale, an amount equal to the product of (x) the
then-applicable Redemption Percentage multiplied by (y) the cash
proceeds of such Asset Sale net of bona fide direct costs of sale including,
without limitation, (i) income taxes actually paid or reasonably estimated to be
actually payable, as the case may be, as a result of such Asset Sale, (ii)
transfer, sales, use and other taxes payable in connection with such Asset Sale,
(iii) payment of the outstanding principal amount of, premium or penalty, if
any, and interest on any Indebtedness (other than Indebtedness under the Notes)
that is secured by a Lien on the stock or assets in question or Indebtedness
that is required to be repaid under the terms thereof as a result of such Asset
Sale, (iv) brokers’ and financial advisors’ commissions and reasonable fees and
expenses of counsel and other advisors (including, without limitation,
accountants and investment bankers) and other reasonable costs and expenses
incurred or estimated to be incurred in connection with such Asset Sale,
(v) amounts to be paid to third parties having a beneficial interest in the
assets sold, and (vi) reasonable reserves against indemnities or other
obligations (so long as such indemnity or other obligations are outstanding) in
respect of post-closing and purchase price adjustments (including adjustments
related to the performance or results of any divested or acquired business) in
connection with the acquisition or disposition of assets permitted
hereunder.”




(v)  A
definition of “Net Retained Proceeds” is hereby added alphabetically to Article
IX of the First Lien Purchase Agreement as follows:




““Net Retained Proceeds” means
the aggregate net proceeds retained by the Company, Parent, or any of their
respective Subsidiaries in one or any series of Asset Sales occurring after the
redemption in full of all Priority Notes, plusall net proceeds of any
Senior Incremental Notes.”




(vi)  A
definition of “New Net Proceeds” is hereby added alphabetically to Article IX of
the First Lien Purchase Agreement as follows:




““New Net Proceeds” means the
aggregate Net Proceeds received by the Company, Parent, or any of their
respective Subsidiaries from and after March 16, 2010 in one or any series of
Asset Sales, as calculated assuming (solely for
















(vii)  A
definition of “Priority Notes” is hereby added alphabetically to Article IX of
the First Lien Purchase Agreement as follows:




““Priority Notes” means (i)
those Notes identified on Annex I to that certain Amendment and Limited Waiver
to the Note Agreements, dated as of March 16, 2010, (ii) the additional Notes
issued to the holders identified on such Annex I as “Fee Notes” in accordance
with Section 9(a) of such Amendment and Limited Waiver to the Note Agreements,
and (iii) upon the surrender of any Notes referred to in subclauses (i) and (ii)
above in accordance with Section 9(b) of such Amendment and Limited Waiver to
the Note Agreements, any replacement Notes issued in exchange therefor, it being
understood in each of the above subclauses (i) through (iii) that upon any
permitted transfer, replacement or exchange of Priority Notes, such Notes or the
replacement Notes, as the case may be, shall remain Priority
Notes.”




(viii)  A
definition of “Redemption Percentage” is hereby added alphabetically to Article
IX of the First Lien Purchase Agreement as follows:




““Redemption Percentage”means (i) until such time
as all Priority Notes have been redeemed in full, 100%, (ii) if all Priority
Notes have been redeemed in full, no Senior Incremental Notes are outstanding,
and Net Retained Proceeds at such date do not exceed $37,500,000, 0% until Net
Retained Proceeds equal $37,500,000, (iii) if all Priority Notes have been
redeemed in full, and any Senior Incremental Notes are outstanding at the time
of receipt of New Net Proceeds, 100% until such Senior Incremental Notes are
redeemed in full and 0% thereafter until Net Retained Proceeds exceed
$37,500,000, and (iv) if Net Retained Proceeds as of the date of such redemption
exceed $37,500,000, 100%.”




(c)  Minimum Balance
Condition.  Subclause (ii) of Section 5.26(b) of the First
Lien Purchase Agreement is hereby amended by deleting the number “5,000,000” and
replacing it with the number “1,000,000”.




(d)  Management
Meetings.  A new Section 5.31 is hereby added to Article V of
the First Lien Purchase Agreement as follows:




“5.31           Management
Meetings.




Following
the end of each calendar month, the Holders will have the opportunity to discuss
the current status of the Company’s various proposed Asset Sales of Spectrum
Holdings with members of the executive management of Parent, including without
limitation Parent’s chief financial officer, subject to customary
confidentiality undertakings if any non-public information is requested to be
presented in such meetings.  In connection with such meetings, (a) the
















(e)  Miscellaneous
Amendments.




(i)  Section
5.1(b)(b) of the First Lien Purchase Agreement is hereby amended by deleting the
following language “shall be unqualified, shall express no assumptions or
qualifications concerning the ability of the Company (or, following the
Conversion Date, the Parent) and its Subsidiaries to continue as a going
concern, and”.




(ii)  Section
5.2 of the First Lien Purchase Agreement is hereby amended and restated in its
entirety as follows:




“5.2           Payment of Notes.




The
Company will promptly pay or cause to be paid the principal of, premium, if any,
and interest on the Notes on the dates and in the manner provided in this
Agreement and in the Notes.”




(iii)  Section
5.15 of the First Lien Purchase Agreement is hereby amended by inserting the
following language before the comma at the end of subclause (ii) “(it being
understood that a sale of all or any portion of the Company and its
Subsidiaries’ interests in PacketVideo Corporation shall not be construed as “a
sale of all or substantially all of the properties or assets of the Company and
its Subsidiaries” hereunder)”.




(iv)  The
definition of “Asset Sale Proceeds Account” in the First Lien Purchase Agreement
is hereby amended by deleting the reference therein to “Section 5.10(c)”
and replacing it with “Section 5.10.”




(v)  The
definition of “Permitted Investments” in the First Lien Purchase Agreement is
hereby amended and restated in its entirety as follows:




““Permitted Investments” means,
with respect to any Person, (i) Investments in cash and Cash Equivalents, (ii)
Investments in securities of trade creditors or customers received (x) pursuant
to any plan of reorganization or similar arrangement upon the bankruptcy or
insolvency of such trade creditors or customers, or (y) in settlement of
delinquent obligations of, and other disputes with, customers, suppliers and
others, in each case arising in the ordinary course of business or otherwise in
satisfaction of a judgment, (iii) Investments in the Notes, the Second Lien
Notes, the Exchange Notes and the instruments representing the Indebtedness
issued and outstanding under the Secured Working











provided however provided however provided further




Section
6.  Amendments to the Second
Lien Purchase Agreement.




(a)  Maturity Date, Senior Incremental
Notes and Interest Rate Amendments.




(i)  The cover
page of the Second Lien Purchase Agreement is hereby amended by deleting the
year “2010” and replacing it with the year “2011”.




(ii)  The
definition of “Applicable Interest Rate” in the Second Lien Purchase Agreement
is hereby amended and restated in its entirety as follows:




““Applicable Interest Rate”
means (i) prior to March 16, 2010, a rate of 14% per annum, and (ii) on and
after March 16, 2010, a rate of 15% per annum;











provided




(iii)  The
definition of “Maturity Date” in the Second Lien Purchase Agreement is hereby
amended and restated in its entirety as follows:




““Maturity Date” means November
30, 2011.”




(iv)  The
definition of “Exchange Notes” in the Second Lien Purchase Agreement is hereby
amended and restated in its entirety as follows:




““Exchange Notes” means the
$478,294,966  in aggregate principal amount of Third Lien Subordinated
Secured Convertible Notes of Parent due December 31, 2011 issued on the date
hereof, or such other amount of such notes as may be outstanding from time to
time on account of any redemption, repayment, payment-in-kind of interest or
fees (including consent, waiver or amendment fees), or other change in
outstanding principal amount, in each case, as may be required or permitted by
the Exchange Note Exchange Agreement and the Intercreditor
Agreement.  After any refinancing, extension or replacement of any
Indebtedness under such Third Lien Subordinated Secured Convertible Notes of
Parent pursuant to the terms of the Intercreditor Agreement, the term “Exchange
Notes” shall mean any notes evidencing the Indebtedness of Parent incurred in
connection with such refinancing, extension or replacement.”




(v)  The
definition of “First Lien Notes” in the Second Lien Purchase Agreement is hereby
amended and restated in its entirety as follows:




““First Lien Notes” means (i)
the $350,000,000 in aggregate principal amount of senior secured notes of the
Company due July 17, 2011 issued on July 17, 2006, plus (ii) any senior secured
notes of the Company due July 17, 2011 evidenced by any Senior Incremental
Notes, or, in each case, or such other amount of such notes as may be
outstanding from time to time on account of any redemption, repayment,
payment-in-kind of interest or fees (including consent, waiver, amendment or
extension fees), or other change in outstanding principal amount, in each case,
as may be required or permitted by the First Lien Purchase Agreement and the
Intercreditor Agreement.  After any refinancing, extension or
replacement of any Indebtedness under such senior secured notes of the Company
pursuant to the terms of the Intercreditor Agreement, the term “First Lien
Notes” shall mean any notes evidencing the Indebtedness of the Company incurred
in connection with such refinancing, extension or replacement.”













(vi)  A
definition of “Senior Incremental Notes” is hereby added alphabetically to
Article IX of the Second Lien Purchase Agreement as follows:




““Senior Incremental Notes” has
the meaning set forth in Section 1.1(a) of the First Lien Purchase
Agreement.”




(vii)  Exhibit A
to the Second Lien Purchase Agreement is hereby amended and restated in its
entirety in the form attached as Annex IV to this Amendment and
Waiver.




(b)  Asset
Sale Proceeds.




(i)  Section
8.1 of the Second Lien Purchase Agreement is hereby amended and restated in its
entirety as follows:




“8.1           Optional Redemption; Mandatory
Redemption.




(a)           Optional Redemptions;
Redemption Amount.  The Company may at any time redeem all or a
portion of the Notes, in a minimum amount of $5,000,000 and integral multiples
of $1,000,000, upon not less than 30 nor more than 60 days’ prior written
notice, at a redemption price equal to the sum of (i) the Principal Amount of
the Notes to be redeemed plus (ii) any accrued
and unpaid interest with respect to the Principal Amount of the Notes to be
redeemed and all other amounts due and payable under the Note Documents to the
date of redemption (the sum of the amounts referred to in clauses (i) and (ii),
above, being the “Redemption
Amount”); provided that all of
the First Lien Obligations must be satisfied in full before any of the Notes may
be redeemed.




(b)           Asset
Sales.  Subject to the terms of Section 5.14, following the
satisfaction in full of the First Lien Obligations, within three (3) Business
Days of any Asset Sale consummated simultaneously with or after the satisfaction
in full of the First Lien Obligations, the Company shall make a redemption of
the Notes and the notes representing the Company’s obligations under the Secured
Working Capital Line on a pro rata basis (based on the aggregate outstanding
principal amount thereof) in an amount equal to the Net Proceeds of such Asset
Sale (or, in the case of any redemption of the Notes and the notes representing
the Company’s obligations under the Secured Working Capital Line occurring
simultaneously with the satisfaction in full of the First Lien Obligations, any
excess Net Proceeds of such Asset Sale following the satisfaction in full of the
First Lien Obligations), at a redemption price equal to the Redemption Amount
(and in the case of the notes representing the Company’s obligations under the
Secured Working Capital Line, the “Redemption Amount” as defined in the
definitive note purchase agreement entered into in connection with the Secured
Working Capital Line) of the Notes and the notes representing the Company’s
obligations under the Secured Working Capital Line, as applicable, to be
redeemed; provided that the
Company shall not be required to redeem any Notes under this Section 8.1(b) or
















(c)           Mechanics of
Redemptions.  Any redemption pursuant to this Section 8.1 shall
be made pursuant to the provisions of Sections 8.2 through 8.6
hereof.”




(ii)  The
definition of “Make-Whole Amount” in Article IX of the Second Lien Purchase
Agreement is hereby deleted in its entirety.




(iii)  The
definition of “Net Proceeds” in the Second Lien Purchase Agreement is hereby
amended and restated in its entirety as follows:




““Net Proceeds” means, with
respect to any Asset Sale, an amount equal to the product of (x) the
then-applicable Redemption Percentage multiplied by (y) the cash
proceeds of such Asset Sale net of bona fide direct costs of sale including,
without limitation, (i) income taxes actually paid or reasonably estimated to be
actually payable, as the case may be, as a result of such Asset Sale, (ii)
transfer, sales, use and other taxes payable in connection with such Asset Sale,
(iii) payment of the outstanding principal amount of, premium or penalty, if
any, and interest on any Indebtedness (other than Indebtedness under the Notes
and the First Lien Notes) that is secured by a Lien on the stock or assets in
question or Indebtedness that is required to be repaid under the terms thereof
as a result of such Asset Sale, (iv) brokers’ and financial advisors’
commissions and reasonable fees and expenses of counsel and other advisors
(including, without limitation, accountants and investment bankers) and other
reasonable costs and expenses incurred or estimated to be incurred in connection
with such Asset Sale, (v) amounts to be paid to third parties having a
beneficial interest in the assets sold, and (vi) reasonable reserves
against indemnities or other obligations (so long as such indemnity or other
obligations are outstanding) in respect of post-closing and purchase price
adjustments (including adjustments related to the performance
















(iv)  A
definition of “Net Retained Proceeds” is hereby added alphabetically to Article
IX of the Second Lien Purchase Agreement as follows:




““Net Retained Proceeds” means
the aggregate net proceeds retained by the Company, Parent, or any of their
respective Subsidiaries in one or any series of Asset Sales occurring after the
redemption in full of all Priority Notes, plusall net proceeds of any
Senior Incremental Notes.”




(v)  A
definition of “New Net Proceeds” is hereby added alphabetically to Article IX of
the Second Lien Purchase Agreement as follows:




““New Net Proceeds” means the
aggregate Net Proceeds received by the Company, Parent, or any of their
respective Subsidiaries from and after March 16, 2010 in one or any series of
Asset Sales, as calculated assuming (solely for purposes of this definition) a
Redemption Percentage of 100% in the definition of “Net Proceeds.””




(vi)  The
definition of “Other Yields” in Article IX of the Second Lien Purchase Agreement
is hereby deleted in its entirety.




(vii)  A
definition of “Priority Notes” is hereby added alphabetically to Article IX of
the Second Lien Purchase Agreement as follows:




““Priority Notes” means (i)
those First Lien Notes identified on Annex I to that certain Amendment and
Limited Waiver to the Note Agreements, dated as of March 16, 2010, (ii) the
additional Notes issued to the holder identified on such Annex I as “Fee Notes”
in accordance with Section 9(a) of such Amendment and Limited Waiver to the Note
Agreements, and (iii) upon the surrender of any Notes referenced in subclauses
(i) and (ii) above in accordance with Section 9(b) of such Amendment and Limited
Waiver to the Note Agreements, any replacement Notes issued in exchange
therefor, it being understood in each of the above subclauses (i) through (iii)
that upon any permitted transfer, replacement or exchange of Priority Notes,
such Notes or the replacement Notes, as the case may be, shall remain Priority
Notes.”




(viii)  A
definition of “Redemption Percentage” is hereby added alphabetically to Article
IX of the Second Lien Purchase Agreement as follows:




““Redemption Percentage”means (i) until such time
as all Priority Notes have been redeemed in full, 100%, (ii) if all Priority
Notes have been redeemed in full, no Senior Incremental Notes are outstanding,
and Net Retained Proceeds at such date do not exceed $37,500,000, 0% until Net
Retained Proceeds equal $37,500,000, (iii) if all Priority Notes have been
redeemed in full, and any Senior
















(ix)  The
definition of “Treasury Rate” in Article IX of the Second Lien Purchase
Agreement is hereby deleted in its entirety.




(c)  Minimum Balance
Condition.  Subclause (ii) of Section 5.27(b) of the Second
Lien Purchase Agreement is hereby amended by deleting the number “5,000,000” and
replacing it with the number “1,000,000”.




(d)  Management
Meetings.  A new Section 5.31 is hereby added to Article V of
the Second Lien Purchase Agreement as follows:




“5.31           Management
Meetings.




Following
the end of each calendar month, the Holders will have the opportunity to discuss
the current status of the Company’s various proposed Asset Sales of Spectrum
Holdings with members of the executive management of Parent, including without
limitation Parent’s chief financial officer, subject to customary
confidentiality undertakings if any non-public information is requested to be
presented in such meetings.  In connection with such meetings, (a) the
Company will use its reasonable best efforts to provide the Holders with access
to the Company’s financial advisor(s) to discuss the current status of any
proposed Asset Sales of Spectrum Holdings, (b) Parent shall determine the time
and location thereof and notice thereof will be provided to each Holder at least
3 Business Days in advance, and (c) telephonic attendance will be permitted on
the part of any of Parent’s representatives and/or any Holder.”




(e)  Miscellaneous
Amendments.




(i)  Section
5.1(b)(ii) of the Second Lien Purchase Agreement is hereby amended by deleting
the following language “shall be unqualified, shall express no assumptions or
qualifications concerning the ability of Parent and its Subsidiaries to continue
as a going concern, and”.




(ii)  Section
5.2 of the Second Lien Purchase Agreement is hereby amended and restated in its
entirety as follows:




““5.2           Payment of Notes.




The
Company will promptly pay or cause to be paid the Principal Amount of, premium,
if any, and interest on the Notes on the dates and in the manner provided in
this Agreement and the Notes, and in accordance with the terms of the
Intercreditor Agreement.”













(iii)  Section
5.15 of the Second Lien Purchase Agreement is hereby amended by inserting the
following language before the comma at the end of subclause (ii) “(it being
understood that a sale of all or any portion of the Company and its
Subsidiaries’ interests in PacketVideo Corporation shall not be construed as “a
sale of all or substantially all of the properties or assets of the Company and
its Subsidiaries” hereunder)”.




(iv)  The
definition of “Permitted Investments” in the Second Lien Purchase Agreement is
hereby amended and restated in its entirety as follows:




““Permitted Investments” means,
with respect to any Person, (i) Investments in cash and Cash Equivalents, (ii)
Investments in securities of trade creditors or customers received (x) pursuant
to any plan of reorganization or similar arrangement upon the bankruptcy or
insolvency of such trade creditors or customers, or (y) in settlement of
delinquent obligations of, and other disputes with, customers, suppliers and
others, in each case arising in the ordinary course of business or otherwise in
satisfaction of a judgment, (iii) Investments in the Notes, the First Lien Notes
and the instruments representing the Indebtedness issued and outstanding under
the Secured Working Capital Line, (iv) Investments in existence on the date
hereof and set forth on Schedule 9.1, (v)
advances to employees and officers of Note Parties of up to $500,000 in the
aggregate to fund purchases of Capital Stock of the Companyunder any stock option
plan or similar employment arrangements so long as no cash is actually advanced
by the Company or any of the Guarantors to such employees and officers to fund
such purchases, (vi) guarantees of Indebtedness to the extent permitted pursuant
to Section 5.13, (vii) Investments in payment intangibles, chattel paper and
accounts (each as defined in the UCC), notes receivable and similar items
arising or acquired in the ordinary course of business consistent with past
practice of the Note Party, (viii) Investments in any Person that has a
Contractual Obligation with the Company to engage in build-out activities with
respect to Spectrum Holdings owned by the Company or any of its Subsidiaries, or
(ix) Investments by (w) any Note Party in any other Note Party, (x) any
Subsidiary of the Company that is not a Note Party in any other Subsidiary of
the Company that is not a Note Party, or (y) any Subsidiary of the Company that
is not a Note Party in any Note Party, provided, however, that the
resulting Indebtedness of such Note Party to such Subsidiary shall be
subordinated (I) so long as any First Lien Obligations are outstanding, to the
First Lien Obligations, (II) so long as any Second Lien Obligations are
outstanding, to the Second Lien Obligations and (III) so long as any Third Lien
Obligations are outstanding, to the Third Lien Obligations, or (z) any Note
Party in any Subsidiary of the Company that is not a Note Party, provided, however, that
Investments in any such Subsidiary that is not a Note Party, other than such
Investments existing on the date hereof and listed on Schedule 9.1, shall
not be permitted unless the Budget Condition and the Named Businesses Condition
have been met for the monthly period immediately preceding such Investment and
would be met on a pro forma basis, after giving











provided




Section
7.  Amendments to the Third Lien
Exchange Agreement.




(a)  Maturity Date, Senior Incremental
Notes and Interest Rate Amendments.




(i)  The
definition of “Applicable Interest Rate” in the Third Lien Exchange Agreement is
hereby amended and restated in its entirety as follows:




““Applicable Interest Rate”
means, (i) for all Notes held by those Holders not party to that certain
Amendment and Limited Waiver to the Note Agreements, dated as of March 16, 2010
(the “Interest
Amendment”), a rate of 7.5% per annum, and (ii) for all Notes held by
those Holders party to the March Amendment, (a) prior to March 16, 2010, a rate
of 7.5% per annum, (b) on and after March 16, 2010 and until December 30, 2010,
a rate of 12% per annum, (c) on and after December 31, 2010 and until March 29,
2011, a rate of 13% per annum, (d) on and after March 30, 2011 and until June
29, 2011, a rate of 14% per annum, (e) on and after June 30, 2011 and until
September 29, 2011, a rate of 15% per annum, and (f) on and after September 30,
2011, a rate of 16% per annum; provided, that, in
each of the above subclauses (i) and (ii), during any period of time when an
Event of Default has occurred and is continuing, the Applicable Interest Rate
shall be increased to include Default Interest.  For any Interest
Payment Date or redemption, such rates payable to Notes held by Holders party to
the March Amendment shall be prorated based on the number of days covered by
clauses (a) through (f) above, as applicable.”




(ii)  The
definition of “First Lien Notes” in the Third Lien Exchange Agreement is hereby
amended and restated in its entirety as follows:




““First Lien Notes” means (i)
the $350,000,000 in aggregate principal amount of senior secured notes of the
Company due July 17, 2011 issued on July 17, 2006, plus any senior secured notes
of the Company due July 17, 2011 evidenced by any Senior Incremental Notes, or,
in each case, or such other amount of such notes as may be outstanding from time
to time on account of any redemption, repayment, payment-in-kind of interest or
fees (including consent, waiver, amendment or extension fees), or other change
in outstanding principal amount, in each case, as may be required or permitted
by the First Lien Purchase Agreement and the Intercreditor
Agreement.  After any refinancing, extension or replacement of any
Indebtedness under such senior secured notes of the Company pursuant to the
terms of the Intercreditor Agreement, the term “First Lien Notes”
















(iii)  A
definition of the term “MarchAmendment” is hereby added alphabetically to
Article IX of the Third Lien Exchange Agreement as follows:




““March Amendment” has the
meaning set forth in the definition of “Applicable Interest Rate”.”




(iv)  The
definition of “Second Lien Notes” in the Third Lien Exchange Agreement is hereby
amended and restated in its entirety as follows:




““Second Lien Notes” means (i)
the $105,263,157 in aggregate principal amount of senior-subordinated secured
second lien notes of the Company due November 30, 2011 issued on October 9, 2008
plus (ii) any
senior-subordinated secured second lien notes of the Company due November 30,
2011 evidencing any Incremental Indebtedness (as defined in the Second Lien
Purchase Agreement), or, in each case, such other amount of such notes as may be
outstanding from time to time on account of any redemption, repayment,
payment-in-kind of interest or fees (including consent, waiver or amendment
fees), or other change in outstanding principal amount, in each case, as may be
required or permitted by the Second Lien Purchase Agreement and the
Intercreditor Agreement.  After any refinancing, extension or
replacement of any Indebtedness under such senior-subordinated secured second
lien notes of the Company pursuant to the terms of the Intercreditor Agreement,
the term “Second Lien Notes” shall mean any notes evidencing the Indebtedness of
the Company incurred in connection with such refinancing, extension or
replacement.”




(v)  A
definition of “Senior Incremental Notes” is hereby added alphabetically to
Article IX of the Third Lien Exchange Agreement as follows:




““Senior Incremental Notes” has
the meaning set forth in Section 1.1(a) of the First Lien Purchase
Agreement.”




(b)  Management
Meetings.  Section 5.26 of the Third Lien Exchange Agreement is
hereby amended and restated in its entirety as follows:




“5.26           Management
Meetings.




Following
the end of each calendar month, the Holders will have the opportunity to discuss
the current status of the Company’s various proposed Asset Sales of Spectrum
Holdings with members of the executive management of Parent, including without
limitation Parent’s chief financial officer, subject to customary
confidentiality undertakings if any non-public information is requested to be
presented in such meetings.  In connection with such meetings, (a) the
Company will use its reasonable best efforts to provide the Holders with access
to
















(c)  Board Observer.




(i)  Section
5.27 of the Third Lien Exchange Agreement is hereby amended and restated in its
entirety as follows:




“5.27           Board Observer.




(a)           From
and after March 16, 2010, the Designating Holders may (by vote of a majority in
interest of the aggregate Principal Amount of Notes held by all Designating
Holders) appoint an observer, which observer shall be entitled to attend (and,
subject to any reasonable constraints imposed by the Company’s Secretary,
participate in) all meetings of the Board of Directors of the Company and shall
receive all Company reports regarding or relating to the Spectrum Holdings,
additional relevant meeting materials and notices as and when provided to the
members of the Board of Directors; provided, however, that such
observer shall (i) at the reasonable request of the Company’s Secretary (which
request shall be in writing if practicable under the circumstances), recuse
himself or herself for discussions not related to the Company’s Spectrum
Holdings, and (ii) hold all information received and discussions observed in
connection with any such meetings in confidence  except as required by
law, rule or regulation.  The initial designee of the Designating
Holders shall be Brandon Jones until his resignation or replacement in
accordance herewith.




(b)           Notwithstanding
Section 5.27(a), the Company may also exclude such observer from having access
to (1) any materials produced by counsel to the Company and the portions of any
meetings at which the advice or opinion of counsel is sought or provided, so
long as the Company reasonably believes that such exclusion is reasonably
necessary to preserve the Company’s attorney-client privilege, and (2) the
portions of any meetings during which is it reasonably determined by the Board
of Directors that such observer has a conflict of interest with respect to
matters to be addressed by the Board of Directors (it being understood that such
observer shall not be deemed to have a conflict of interest in relation to Asset
Sales or other transactions or actions not directly relating to the Company’s
financing).”




(ii)  A
definition of “Designating Holders” is hereby added alphabetically to Article IX
of the Third Lien Exchange Agreement as follows:




““Designating Holders” means
those Holders as of March 16, 2010 other than Avenue International Master, L.P.,
Avenue Investments, L.P., Avenue
















(d)  Miscellaneous
Amendments.




(i)  Section
5.1(b)(ii) of the Third Lien Exchange Agreement is hereby amended by deleting
the following language “shall be unqualified, shall express no assumptions or
qualifications concerning the ability of Parent and its Subsidiaries to continue
as a going concern, and”.




(ii)  Section
5.15 of the Third Lien Exchange Agreement is hereby amended by inserting the
following language before the comma at the end of subclause (ii) “(it being
understood that a sale of all or any portion of the Company and its
Subsidiaries’ interests in PacketVideo Corporation shall not be construed as “a
sale of all or substantially all of the properties or assets of the Company and
its Subsidiaries” hereunder)”.




Section
8.  Conditions
Precedent.




(a)  First Lien.  This
Amendment and Waiver shall become effective with respect to each Holder under
the First Lien Purchase Agreement as of the date hereof when (i) the Holders
under the First Lien Purchase Agreement have received (x) proof of the delivery
to the Company of an executed binding commitment letter of Avenue AIV US, L.P.
and/or Sola Ltd or their respective Affiliates to fund up to $25,000,000 of the
Senior Incremental Notes under the First Lien Purchase Agreement, and (y) an
opinion in form and substance reasonably satisfactory to such Holders, dated as
of the date hereof from Weil, Gotshal & Manges LLP, concerning the due
authorization, issuance and enforceability of the Fee Notes and the
enforceability of this Amendment and Waiver, and (ii) this Amendment and Waiver
has been duly executed and delivered by Parent, NextWave, the guarantors listed
on the signature pages hereto, all Holders of Notes under the First Lien
Purchase Agreement as of the date hereof and the Required Holders under each
other respective Note Purchase Agreement.




(b)  Second Lien.  This
Amendment and Waiver shall become effective with respect to each Holder under
the Second Lien Purchase Agreement as of the date hereof when (i) the Holders
under the Second Lien Purchase Agreement have received (x) proof of the delivery
to the Company of an executed binding commitment letter of Avenue AIV US, L.P.
and/or Sola Ltd or their respective Affiliates to fund up to $25,000,000 of the
Senior Incremental Notes under the First Lien Purchase Agreement, and (y) an
opinion in form and substance reasonably satisfactory to such Holders, dated as
of the date hereof from Weil, Gotshal & Manges LLP, concerning the due
authorization, issuance and enforceability of the Fee Notes and the
enforceability of this Amendment and Waiver,
















(c)  Third Lien.  This
Amendment and Waiver shall become effective with respect to each Holder under
the Third Lien Exchange Agreement as of the date hereof when (i) the Holders
under the Third Lien Exchange Agreement have received (x) proof of the delivery
to the Company of an executed binding commitment letter of Avenue AIV US, L.P.
and/or Sola Ltd or their respective Affiliates to fund up to $25,000,000 of the
Senior Incremental Notes under the First Lien Purchase Agreement, and (y) an
opinion in form and substance reasonably satisfactory to such Holders, dated as
of the date hereof from Weil, Gotshal & Manges LLP, concerning the due
authorization, issuance and enforceability of the Fee Notes and the
enforceability of this Amendment and Waiver, and (ii) this Amendment and Waiver
has been duly executed and delivered by Parent, NextWave, the guarantors listed
on the signature pages hereto, and the Required Holders under each respective
Note Purchase Agreement.




(d)  Effectiveness of
Waivers.  Notwithstanding the above sections (a) through (c) of
this Section 8, the provisions of this Amendment and Waiver set forth in
Sections 2, 3(a) and 4 shall become effective with respect to the First Lien
Notes, Second Lien Notes and/or Third Lien Notes to the extent and at the time
(i) with respect to Sections 3(a) and 4, the signatures of the Required Holders
under each respective Note Purchase Agreement are obtained and (ii) with respect
to Sections 2 and 4, the signatures of the Holders of at least 75% of the
aggregate Principal Amount of the outstanding Notes under each of the First Lien
Purchase Agreement and the Second Lien Purchase Agreement are obtained, in each
case without regard to the effectiveness of the remaining provisions of this
Amendment and Waiver.




Section
9.  Fee Notes; Replacement
Notes.  Upon satisfaction of all of the conditions precedent in
Section 8 hereof and the effectiveness of this Amendment and
Waiver:




(a)  the
Company shall promptly issue to each of the noteholders signatory hereto the Fee
Notes under the respective Note Agreement(s) to which such noteholder is party
in an original principal amount equal to 2.5% of the current aggregate amount of
all outstanding principal and accrued and unpaid interest due on the Notes held
by such noteholder under the applicable Note Agreement(s) as of the date of this
Amendment;  provided, that the
Fee Notes issued pursuant to the First Lien Purchase Agreement shall not include
original issue discount; and




(b)           the
Company shall promptly issue and (against receipt of the Note being replaced)
deliver to each of the noteholders under the First Lien Purchase Agreement and
Second Lien Purchase Agreement replacement notes reflecting the terms of this
Amendment and Waiver including, without limitation, the Maturity Extension and
revised Applicable Interest Rates.

















Section
10.  Representations and
Warranties of NextWave and Guarantors.  In order to induce the
noteholders party hereto to enter into this Amendment and Waiver, each of
NextWave, Parent and the other Guarantors under each of the Note Agreements, by
its execution of a counterpart of this Amendment and Waiver, represents and
warrants that:




(a)  such Note
Party has all requisite corporate, partnership or limited liability company
power and authority, as applicable, to enter into this Amendment and Waiver , to
issue the Fee Notes, as applicable, and to carry out the transactions
contemplated by, and perform its obligations under, the Note Agreements as
amended by this Amendment and Waiver (the “Amended Agreements”);




(b)  the
execution and delivery of this Amendment and Waiver, the issuance of the Fee
Notes and the performance of the Amended Agreements have been duly authorized by
all necessary corporate, limited liability company and/or partnership action, as
applicable, on the part of the applicable Note Party;




(c)  the
execution and delivery by such Note Party of this Amendment and Waiver, the
issuance of the Fee Notes, as applicable, and the performance by such Note Party
of the Amended Agreements do not and will not (i) violate any provision of any
law or any governmental rule or regulation applicable to such Note Party, or
violate any Organizational Document of such Note Party, (ii) conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a
default under any FCC License, Spectrum Lease or other Material Contract of any
Note Party, (iii) result in or require the creation or imposition of any Lien
upon any of the properties or assets of any Note Party (other than Liens
pursuant to the Note Documents), or (iv) require any approval of stockholders,
partners or members or any approval or consent of any Person under any
Contractual Obligation of any Note Party, except for such approvals or consents
obtained on or before the date of this Amendment and Waiver;




(d)  the
execution and delivery by such Note Party of this Amendment and Waiver, the
issuance of the Fee Notes, as applicable, and the performance by such Note Party
of the Amended Agreements do not require any Governmental Authorization by any
Governmental Authority (including the FCC) except to the extent obtained on or
before the date of this Amendment and Waiver;




(e)  this
Amendment and Waiver has been and, when issued and delivered, the Fee Notes will
be, duly executed and delivered by such Note Party and this Amendment and Waiver
and the Amended Agreements are, and when issued and delivered, the Fee Notes
will be, the legally valid and binding obligations of such Note Party,
enforceable against such Note Party in accordance with their respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors’ rights generally or by
equitable principles relating to enforceability;




(f)  after
giving effect to this Amendment and Waiver and the issuance of the Fee Notes, no
Default or Event of Default exists under the Note Agreements;













(g)  other
than the Fee Notes, no Holder has received a fee in consideration of such
Holder’s consent to this Amendment and Waiver; and




(h)  after
giving effect to this Amendment and Waiver, such Note Party has performed or is
in the process of performing in all material respects all agreements to be
performed on its part as set forth in the Amended Agreements.




Section
11.  Representations and
Warranties of Noteholders.  Each noteholder signatory hereto
represents, severally and not jointly, that it is acquiring the Securities to be
acquired by it for its own account, for investment purposes only and not with a
view to any distribution thereof within the meaning of the Securities
Act.  Each noteholder signatory hereto further represents, agrees and
acknowledges, severally and not jointly, that it:




(a)  is an
“accredited investor” as defined in Regulation D promulgated under the
Securities Act;




(b)  did not
employ any broker or finder in connection with the transactions contemplated by
this Amendment and Waiver;




(c)  understands
that the Securities contemplated by this Amendment and Waiver have not been (and
will not be) registered under the Securities Act and are being (or will be)
issued by the Company in transactions exempt from the registration requirements
of the Securities Act and the Company has not undertaken (and will not
undertake) to register the Securities under the Securities Act or any state or
blue sky law; and




(d)  further
understands that the exemption from registration afforded by Rule 144 (the
provisions of which are known to such noteholder) promulgated under the
Securities Act depends on the satisfaction of various conditions, and that, if
applicable, Rule 144 may afford the basis for sales only in limited
amounts.




Section
12.  Acknowledgement of Security
Interests.  Each Note Party hereby acknowledges, confirms and
agrees that each Collateral Agent, for itself and the benefit of the respective
Holders, has and shall continue to have valid, enforceable and perfected liens
upon and security interests in the Collateral granted to such Collateral Agent,
for itself and the benefit of such Holders, pursuant to the respective Note
Documents.




Section
13.  Guarantor Acknowledgment and
Consent.  Each guarantor (or pledgor) listed on the signatures
pages hereof (each, a “Guarantor”) hereby
acknowledges and agrees that any of the Guaranties and Collateral Documents
(each a “Credit Support
Document”) to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment and Waiver.
















Section
14.  Governing
Law.  THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




Section
15.  Miscellaneous.




(a)  Reference to and Effect on
the Note Agreements and the Other Note Documents.  On and after
the date of this Amendment and Waiver, each reference in any Note Agreement to
“this Agreement”, “hereunder”, “hereof”, “herein” or words of like import
referring to such Note Agreement, and each reference in the other Note Documents
to the “Purchase Agreement”, “Exchange Agreement”, “thereunder”, “thereof” or
words of like import referring to such Note Agreement shall mean and be a
reference to the applicable Amended Agreement.




(b)  Except as
specifically amended by this Amendment and Waiver, the Note Agreements and the
other Note Documents shall remain in full force and effect and are hereby
ratified and confirmed.




(c)  The
execution, delivery and performance of this Amendment and Waiver shall not,
except as expressly provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right, power or remedy of any Holder under, any Note
Agreement or any of the other Note Documents.




Section
16.  Fees and
Expenses.  NextWave acknowledges that all costs, fees and
expenses as described in Section 1.4 of the First Lien Purchase Agreement
and Section 1.5 of the Second Lien Purchase Agreement incurred by the
Holders with respect to this Amendment and Waiver and the documents and
transactions contemplated hereby shall be for the account of
NextWave.  Parent and NextWave each acknowledge that all costs, fees
and expenses as described in Section 1.5 of the Third Lien Exchange
Agreement incurred by the Holders with respect to this Amendment and Waiver and
the documents and transactions contemplated hereby shall be for the account of
Parent and NextWave.




Section
17.  Headings.  Section
and subsection headings in this Amendment and Waiver are included herein for
convenience of reference only and shall not constitute a part of this Amendment
and Waiver for any other purpose or be given any substantive
effect.




Section
18.  Counterparts.  This
Amendment and Waiver may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.




[Remainder
of Page Intentionally Left Blank – Signature Pages Follow]







IN WITNESS WHEREOF, the
undersigned have caused this Amendment and Waiver to be executed by their
respective duly authorized officers as of the date first written
above.







NEXTWAVE WIRELESS
      LLCBy:
              /s/ Francis
      J. HardingName:
              Francis
      J. HardingTitle:
              Treasurer




NEXTWAVE BROADBAND
      INC.,
                  NW
      SPECTRUM CO.,
                    AWS
      WIRELESS INC.,
                    and
                    WCS WIRELESS
      LICENSE SUBSIDIARY, LLCBy:
                /s/ Francis
      J. HardingName:
                Francis
      J. HardingTitle:
                Treasurer
  NEXTWAVE
      WIRELESS INC.By:
                  /s/ Francis
      J. HardingName:
                  Francis
      J. HardingTitle:
                  Executive
      Vice President and
                    Chief
      Financial Officer








[Signature
Page to Noteholder Amendment and Limited Waiver]




FIRST LIEN
      NOTEHOLDERSAVENUE
      INVESTMENTS, L.P.By:
                  /s/ Sonia
      GardnerName:
                  Sonia
      GardnerTitle:
                  President
      and Managing Partner
 AVENUE
      SPECIAL SITUATIONS FUND IV, L.P.By:
                    /s/ Sonia
      GardnerName:
                    Sonia
      GardnerTitle:
                    President
      and Managing Partner
 AVENUE
      SPECIAL SITUATIONS FUND V, L.P.By:
                          /s/ Sonia
      GardnerName:
                          Sonia
      GardnerTitle:
                          President
      and Managing Partner


MIDTOWN
      ACQUISITIONS L.P. (FORMERLY
                      DK
      ACQUISITION PARTNERS, L.P.)By:
                  /s/ Conor
      BastableName:
                  Conor
      BastableTitle:
                  Manager
 HIGHBRIDGE
      INTERNATIONAL LLC
                            By:  Highbridge
      Capital Management, LLC
                            Its
      Trading ManagerBy:
                        /s/ Mark
      J. VanacoreName:
                        Mark
      J. VanacoreTitle:
                        Managing
      Director
 INVESTCORP
      INTERLACHEN MULTI-
                                      STRATEGY
      MASTER FUND LIMITEDBy:
                                /s/ Gregg
      T. ColburnName:
                                Gregg
      T. ColburnTitle:
                                Authorized
      Signatory








[Signature
Page to Noteholder Amendment and Limited Waiver]











POLYGON
      DEBT HOLDINGS LIMITEDBy:
                  /s/ Brandon
      L. JonesName:
                  Brandon
      L. JonesTitle:
                  Authorized
      Signatory
  SOLA
      LTDBy:
                    /s/ Christopher
      BondyName:
                    Christopher
      BondyTitle:
                    Authorized
      Signatory
 SOLUS
      CORE OPPORTUNITIES MASTER FUND LTDBy:
                      /s/ Christopher
      BondyName:
                      Christopher
      BondyTitle:
                      Authorized
      Signatory




































[Signature
Page to Noteholder Amendment and Limited Waiver]


SECOND LIEN
      NOTEHOLDERSAVENUE
      AIV US, L.P.
                          By:  Avenue
      AIV US Genpar, LLC, its General PartnerBy:
                        /s/ Sonia
      GardnerName:
                        Sonia
      GardnerTitle:
                        President
      and Managing Partner
 SOLA
      LTDBy:
                  /s/ Christopher
      BondyName:
                  Christopher
      BondyTitle:
                  Authorized
      Signatory
  [Signature
Page to Noteholder Amendment and Limited Waiver]


THIRD LIEN
      NOTEHOLDERSAVENUE
      CDP GLOBAL OPPORTUNITIES FUND,L.P.
                              By:  Avenue
      Global Opportunities Fund GenPar, LLC, its General
      PartnerBy:
                          /s/ Sonia
      GardnerName:
                          Sonia
      GardnerTitle:
                          President
      and Managing Partner
   AVENUE
      INTERNATIONAL MASTER L.P.
                              By:  Avenue
      International Master Fund GenPar, Ltd., its General
      PartnerBy:
                        /s/ Sonia
      GardnerName:
                        Sonia
      GardnerTitle:
                        President
      and Managing Partner


AVENUE
      INVESTMENTS, L.P.
                      By:  Avenue
      Partners, LLC, its General PartnerBy:
              /s/ Sonia
      GardnerName:
              Sonia
      GardnerTitle:
              President
      and Managing Partner AVENUE
      SPECIAL SITUATIONS FUND IV, L.P.
                              By:  Avenue
      Capital Partners IV, LLC, its GeneralPartner
                              By:  GL
      Partners IV, LLC, its Managing
    MemberBy:
                    /s/ Sonia
      GardnerName:
                    Sonia
      GardnerTitle:
                    President
      and Managing Partner D.E.
      SHAW LAMINAR PORTFOLIOS, L.L.C.By:
                        /s/ Brandon
      BaerName:
                        Brandon
      BaerTitle:
                        Authorized
      Signatory


D.E.
      SHAW VALENCE PORTFOLIOS, L.L.C.
                          By:  D.E.
      Shaw & Co., L.P., as managing
      memberBy:
              /s/ Joe
      PriorName:
              Joe
      PriorTitle:





[Signature
Page to Noteholder Amendment and Limited Waiver]
 
 
 
  KEVIN
      FINN & MADELINE MARIN FINN LIVINGTRUSTBy:
                  /s/ Kevin
      FinnName:
                  Kevin
      FinnTitle:
                  Trustee




HIGHBRIDGE
      INTERNATIONAL LLC
                        By:  Highbridge
      Capital Management, LLC
                        Its
      Trading ManagerBy:
                    /s/ Mark
      J. VanacoreName:
                    Mark
      J. VanacoreTitle:
                    Managing
      Director
 INVESTCORP
      INTERLACHEN MULTI-STRATEGY
                                      MASTER
      FUND LIMITED
                                      By:  Interlachen Capital Group LP,
      Authorized SignatoryBy:
                                /s/ Gregg
      T. ColburnName:
                                Gregg
      T. ColburnTitle:
                                Authorized
      Signatory
  By:
                        /s/ Douglas
      F. ManchesterDouglas
      F. Manchester
  NAVATION INC.By:
                              /s/ Allen
      SalmasiName:
                              Allen
      SalmasiTitle:
                              CEO




[Signature
Page to Noteholder Amendment and Limited Waiver]


SOLA
      LTDBy:
                  /s/ Christopher
      BondyName:
                  Christopher
      BondyTitle:
                  Authorized
      Signatory
 SOLUS
      CORE OPPORTUNITIES MASTER FUND LTDBy:
                    /s/ Christopher
      BondyName:
                    Christopher
      BondyTitle:
                    Authorized
      Signatory
 UBS
      SECURITIES LLC (F/B/O KINGS ROAD INVESTMENTS
    LTD.)By:
                      /s/ Brandon
      L. JonesName:
                      Brandon
      L. JonesTitle:
                      Authorized
      Signatory
 YORK
      CAPITAL MANAGEMENT, L.P.
                                  By:  Dinan
      Management, LLCBy:
                          /s/ Adam
      J. SemlerName:
                          Adam
      J.SemlerTitle:
                          Chief Financial Officer
 PERMAL
      YORK LIMITED
                                          By:  JGD
      Management Corp., its Investment
      ManagerBy:
                                /s/ Adam
      J. SemlerName:
                                Adam
      J.SemlerTitle:
                                Chief Financial Officer
 YORK
      CREDIT OPPORTUNITIES FUND, L.P.
                                                  By:  York
      Credit Opportunities Domestic Holdings, LLC, its General
      PartnerBy:
                                      /s/ Adam
      J. SemlerName:
                                      Adam
      J.SemlerTitle:
                                      Chief Financial Officer
 [Signature
Page to Noteholder Amendment and Limited Waiver]


YORK
      SELECT, L.P.
                                By:  York
      Select Domestic Holdings, LLC, its GeneralPartnerBy:
                  /s/ Adam
      J. SemlerName:
                  Adam
      J.SemlerTitle:
                  Chief Financial Officer
 YORK
      SELECT MASTER FUND, L.P.
                                      By:  York
      Select Domestic Holdings, LLC, its GeneralPartnerBy:
                      /s/ Adam
      J. SemlerName:
                      Adam
      J.SemlerTitle:
                      Chief Financial Officer


YORK
      CREDIT OPPORTUNITIES MASTER FUND, L.P.
                                      By:  York
      Credit Opportunities Domestic Holdings, LLC, its General
      PartnerBy:
                    /s/ Adam
      J. SemlerName:
                    Adam
      J.SemlerTitle:
                    Chief Financial Officer
  YORK
      INVESTMENT MASTER FUND, L.P.
                                          By:  Dinan
      Management, L.L.C., its General
      PartnerBy:
                      /s/ Adam
      J. SemlerName:
                      Adam
      J.SemlerTitle:
                      Chief Financial Officer


[Signature
Page to Noteholder Amendment and Limited Waiver]


Annex I





Priority
Notes under the First Lien Purchase Agreement





Note
      Number
            
            
            Principal
      Balance
              (as
      of 1.15.10)
            
            Current
      Holder3
            
            
            $
            30,874,830.94
            
            Midtown
      Acquisitions L.P. (formerly DK Acquisition Partners,
  L.P.)6
            
            
            $
            9,262,449.28
            
            Polygon
      Debt Holdings Limited7
            
            
            $
            2,646,414.08
            
            Investcorp
      Interlachen Multi-Strategy Master Fund Limited9
            
            
            $
            8,821,380.27
            
            Highbridge
      International LLC

























[Annex
to Noteholder Amendment and Limited Waiver]


Annex II





Amended
and Restated Exhibit A to First Lien Purchase Agreement





[See
attached.]





Exhibit
A





[Form
of Note]





THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER
MAY NOT OFFER, SELL, TRANSFER, ASSIGN, PLEDGE, HYPOTHECATE, OR OTHERWISE DISPOSE
OF OR ENCUMBER THE SECURITIES REPRESENTED BY THIS CERTIFICATE EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, SUCH REGISTRATION.  THE ISSUER OF THESE SECURITIES MAY
REQUEST AN OPINION OF LEGAL COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO
THE ISSUER THAT ANY SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE,
HYPOTHECATION, OR OTHER DISPOSITION OR ENCUMBRANCE IS EXEMPT FROM THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER, IF SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OR ENCUMBRANCE IS NOT PURSUANT TO RULE 144,
RULE 144A OR AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT.




THIS
NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX
PURPOSES.  FOR FURTHER INFORMATION REGARDING THE ISSUE PRICE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY OF
THIS NOTE, THE HOLDER OF THIS NOTE SHOULD CONTACT THE OFFICE OF THE CHIEF
FINANCIAL OFFICER OF NEXTWAVE WIRELESS LLC AT 10350 SCIENCE CENTER DRIVE, SUITE
210, SAN DIEGO, CA 92121, WHO WILL PROMPTLY MAKE SUCH INFORMATION
AVAILABLE.





NEXTWAVE WIRELESS
LLC


March
16, 2010





SENIOR
SECURED NOTE


DUE
2011





No:
[   ]  ORIGINAL PRINCIPAL AMOUNT (“STATED VALUE”)


U.S.
$[          ]





NextWave Wireless LLC, a Delaware
limited liability company (and its permitted successors and assigns, the “Company”), for value received,
promises to pay to [PURCHASER], or its permitted assigns, on the 17thday
of July 2011 (or such extended Maturity Date as shall be provided for in the
First Lien Purchase Agreement, as defined below), the Principal Amount of this
Note, plus
accrued and unpaid interest hereon to such date of payment.  Interest
shall accrue and shall be paid on this Note in accordance with the terms of the
First Lien Purchase Agreement described below.





This Note is a duly authorized issue of
Senior Secured Notes of the Company, designated as “Senior Secured Notes due
2011” (the “Notes”),
issued under that certain Purchase Agreement, dated as of July 17, 2006, by and
among the Company, NextWave Wireless Inc., the guarantors named therein (the
“Guarantors”), the
Purchasers named therein, and The Bank of New York Mellon, as Collateral Agent
(as amended, restated, supplemented or otherwise modified from time to time, the
“First Lien Purchase
Agreement”).  All capitalized terms used but not defined herein
shall have the meanings ascribed to them in the First Lien Purchase
Agreement.  This Note








1








The Company shall treat the Person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes.  The Principal Amount,
premium, if any, and interest on this Note is payable when due in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts in the manner set forth in the
First Lien Purchase Agreement.





The Holder’s determination of the
Principal Amount of this Note in accordance with the terms of the First Lien
Purchase Agreement shall be conclusive and binding, absent manifest
error.





1.           Optional
Redemption.





This Note is subject to optional
redemption by the Company as provided in Section 8.1(a) of the First Lien
Purchase Agreement.





2.           Asset
Sales.





This Note is subject to mandatory
redemption in connection with certain Asset Sales as provided in Section 5.14
and Section 8.1(b) of the First Lien Purchase Agreement, and in accordance with
the priorities set forth in Section 8.2 of the First Lien Purchase
Agreement.





3.           Change
of Control Offers.





This Note is subject to mandatory
offers to redeem in connection with a Change of Control as provided in Section
5.18 of the First Lien Purchase Agreement.





4.           Guaranty.





Pursuant to the Guaranty and the Parent
Guaranty, each Guarantor has unconditionally guarantied the payment of all
obligations of the Company under the Notes.





5.           Collateral
Documents.





Pursuant to the Collateral Documents,
the Company has secured its obligations under the Note and the Note Documents
and each Guarantor has secured its obligations under the Guaranty or the Parent
Guaranty by granting to the Holders, a First Priority Lien on substantially all
of their right, title and interest in and to the “Collateral” (as defined in the
Security Agreement).  The Collateral shall be held by the Collateral
Agent for the benefit of the Holders pursuant to the terms of the Collateral
Agency Agreement.








2





6.           Purchase
Agreement.





The Company issued this Note under the
First Lien Purchase Agreement.  The terms of this Note include those
stated in the First Lien Purchase Agreement, including, without limitation, the
provisions in the First Lien Purchase Agreement respecting covenants, Events of
Default and remedies.





7.           Modification
of Notes.





The Notes may be modified as provided
in Section 10.3 of the First Lien Purchase Agreement.





8.           Transfer.





This Note is subject to certain
transfer restrictions as set forth in the First Lien Purchase
Agreement.





9.           Non-Waiver.





No course of dealing between the
Company and the Holder of this Note or any delay or failure on the part of the
Holder hereof in exercising any rights hereunder shall operate as a waiver of
any rights of any Holder hereof, except to the extent expressly waived in
writing by the Holder hereof.





10.           Governing
Law.





This Note shall be construed in
accordance with and governed by the laws of the State of New York.





11.           Successors
and Assigns.





All of the covenants, promises and
agreements in this Note shall bind the Company’s successors and assigns, whether
so expressed or not.





12.           Headings.





The headings of the sections and
paragraphs of this Note are inserted for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.





[Signature
Page to Follow]


3


IN WITNESS WHEREOF, the
Company has caused this Note to be signed in its name by a duly authorized
officer and to be dated as of the day and year first above written.








NEXTWAVE WIRELESS
      LLCBy:
              /s/Name:Title:





































4


OPTION OF HOLDER TO ELECT
PURCHASE




If you
want to elect to have this Note purchased by the Company pursuant to Section
5.18 of the First Lien Purchase Agreement, check the box below:




□
Yes




If you
want to elect to have only part of the Note purchased by the Company pursuant to
Section 5.18 of the First Lien Purchase Agreement, state the amount you elect to
have purchased (if no amount is set forth below you will have elected to have
the full amount of the Note purchased by the
Company):  $____________




Date:  _______________







Your
Signature:________________________________


(Sign
exactly as your name appears on the face of this Note)





Tax
Identification No.:__________________________
































5


Annex
III





New
Exhibit A-1 to First Lien Purchase Agreement





[See
attached.]





Exhibit
A-1





[Form
of Senior Incremental Note]





THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER
MAY NOT OFFER, SELL, TRANSFER, ASSIGN, PLEDGE, HYPOTHECATE, OR OTHERWISE DISPOSE
OF OR ENCUMBER THE SECURITIES REPRESENTED BY THIS CERTIFICATE EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, SUCH REGISTRATION.  THE ISSUER OF THESE SECURITIES MAY
REQUEST AN OPINION OF LEGAL COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO
THE ISSUER THAT ANY SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE,
HYPOTHECATION, OR OTHER DISPOSITION OR ENCUMBRANCE IS EXEMPT FROM THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER, IF SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OR ENCUMBRANCE IS NOT PURSUANT TO RULE 144,
RULE 144A OR AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT.







NEXTWAVE WIRELESS
LLC


[DATE]





SENIOR
SECURED NOTE


DUE
2011





No:
[   ]  ORIGINAL PRINCIPAL AMOUNT (“STATED VALUE”)


U.S.
$[          ]





NextWave Wireless LLC, a Delaware
limited liability company (and its permitted successors and assigns, the “Company”), for value received,
promises to pay to [PURCHASER], or its permitted assigns, on the 17thday
of July 2011 (or such extended Maturity Date as shall be provided for in the
First Lien Purchase Agreement, as defined below), the Principal Amount of this
Note, plus
accrued and unpaid interest hereon to such date of payment.  Interest
shall accrue and shall be paid on this Note in accordance with the terms of the
First Lien Purchase Agreement described below.





This Note is (a) a duly authorized
issue of Senior Secured Notes of the Company, designated as “Senior Secured
Notes due 2011” (the “Notes”), issued under (i) that
certain Purchase Agreement, dated as of July 17, 2006, by and among the Company,
NextWave Wireless Inc., the guarantors named therein (the “Guarantors”), the Purchasers
named therein, and The Bank of New York Mellon, as Collateral Agent (as amended,
restated, supplemented or otherwise modified from time to time, the “First Lien Purchase
Agreement”) and (ii) that certain First Lien Senior Incremental Notes
Agreement, dated as of the date hereof, by and among the Purchasers party
thereto, Company, Parent, and the Guarantors party thereto, acknowledged by The
Bank of New York Mellon, as Collateral Agent (as amended, restated, supplemented
or otherwise modified from time to time, the “First Lien Senior Incremental Notes
Agreement”), and (b) a Senior Incremental Note (as defined in the First
Lien Senior Incremental Notes Agreement).  All capitalized terms used
but not defined herein shall have the meanings ascribed to them in the First








1








The Company shall treat the Person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes.  The Principal Amount,
premium, if any, and interest on this Note is payable when due in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts in the manner set forth in the
First Lien Purchase Agreement.





The Holder’s determination of the
Principal Amount of this Note in accordance with the terms of the First Lien
Purchase Agreement shall be conclusive and binding, absent manifest
error.





1.           Optional
Redemption.





This Note is subject to optional
redemption by the Company as provided in Section 8.1(a) of the First Lien
Purchase Agreement.





2.           Asset
Sales.





This Note is subject to mandatory
redemption in connection with certain Asset Sales as provided in Section 5.14
and Section 8.1(b) of the First Lien Purchase Agreement, and in accordance with
the priorities set forth in Section 8.2 of the First Lien Purchase
Agreement.





3.           Change
of Control Offers.





This Note is subject to mandatory
offers to redeem in connection with a Change of Control as provided in Section
5.18 of the First Lien Purchase Agreement.





4.           Guaranty.





Pursuant to the Guaranty and the Parent
Guaranty, each Guarantor has unconditionally guarantied the payment of all
obligations of the Company under the Notes.





5.           Collateral
Documents.





Pursuant to the Collateral Documents,
the Company has secured its obligations under the Note and the Note Documents
and each Guarantor has secured its obligations under the Guaranty or the Parent
Guaranty by granting to the Holders, a First Priority Lien on substantially all
of their right, title and interest in and to the “Collateral” (as defined in the
Security Agreement).  The Collateral shall be held by the Collateral
Agent for the benefit of the Holders pursuant to the terms of the Collateral
Agency Agreement.





6.           Purchase
Agreement.







2


The Company issued this Note under the
First Lien Purchase Agreement and the First Lien Senior Incremental Notes
Agreement.  The terms of this Note include those stated in the First
Lien Purchase Agreement and the First Lien Senior Incremental Notes Agreement,
including, without limitation, the provisions in the First Lien Purchase
Agreement respecting covenants, Events of Default and remedies.





7.           Modification
of Notes.





The Notes may be modified as provided
in Section 10.3 of the First Lien Purchase Agreement.





8.           Transfer.





This Note is subject to certain
transfer restrictions as set forth in the First Lien Purchase
Agreement.





9.           Non-Waiver.





No course of dealing between the
Company and the Holder of this Note or any delay or failure on the part of the
Holder hereof in exercising any rights hereunder shall operate as a waiver of
any rights of any Holder hereof, except to the extent expressly waived in
writing by the Holder hereof.





10.           Governing
Law.





This Note shall be construed in
accordance with and governed by the laws of the State of New York.





11.           Successors
and Assigns.





All of the covenants, promises and
agreements in this Note shall bind the Company’s successors and assigns, whether
so expressed or not.





12.           Headings.





The headings of the sections and
paragraphs of this Note are inserted for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.





[Signature
Page to Follow]


3


IN WITNESS WHEREOF, the
Company has caused this Note to be signed in its name by a duly authorized
officer and to be dated as of the day and year first above written.





NEXTWAVE WIRELESS
      LLCBy:
                /s/Name:Title:





4


OPTION OF HOLDER TO ELECT
PURCHASE




If you
want to elect to have this Note purchased by the Company pursuant to Section
5.18 of the First Lien Purchase Agreement, check the box below:




□
Yes




If you
want to elect to have only part of the Note purchased by the Company pursuant to
Section 5.18 of the First Lien Purchase Agreement, state the amount you elect to
have purchased (if no amount is set forth below you will have elected to have
the full amount of the Note purchased by the
Company):  $____________




Date:  _______________







Your
Signature:________________________________


(Sign
exactly as your name appears on the face of this Note)





Tax
Identification No.:___________________________














5


Annex IV





Amended
and Restated Exhibit A to Second Lien Purchase Agreement





[See
attached.]





Exhibit
A





[Form
of Note]





THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER
MAY NOT OFFER, SELL, TRANSFER, ASSIGN, PLEDGE, HYPOTHECATE, OR OTHERWISE DISPOSE
OF OR ENCUMBER THE SECURITIES REPRESENTED BY THIS CERTIFICATE EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, SUCH REGISTRATION.  THE ISSUER OF THESE SECURITIES MAY
REQUEST AN OPINION OF LEGAL COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO
THE ISSUER THAT ANY SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE,
HYPOTHECATION, OR OTHER DISPOSITION OR ENCUMBRANCE IS EXEMPT FROM THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER, IF SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OR ENCUMBRANCE IS NOT PURSUANT TO RULE 144,
RULE 144A OR AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT.




REFERENCE
IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF OCTOBER 9, 2008 (AS AMENDED,
RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
“INTERCREDITOR AGREEMENT”), AMONG THE COMPANY, PARENT, THE SUBSIDIARIES OF THE
COMPANY PARTY THERETO, THE BANK OF NEW YORK MELLON, AS FIRST LIEN COLLATERAL
AGENT (AS DEFINED THEREIN), THE BANK OF NEW YORK MELLON, AS SECOND LIEN
COLLATERAL AGENT (AS DEFINED THEREIN), AND THE BANK OF NEW YORK MELLON, AS THIRD
LIEN COLLATERAL AGENT (AS DEFINED THEREIN).  EACH NOTE HOLDER
HEREUNDER (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR
AGREEMENT, (B) CONSENTS TO THE PAYMENT AND LIEN SUBORDINATION PROVIDED FOR IN
THE INTERCREDITOR AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE
NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D)
AUTHORIZES AND INSTRUCTS THE COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR
AGREEMENT AS COLLATERAL AGENT AND ON BEHALF OF SUCH NOTE HOLDER.  THE
FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE NOTE HOLDERS UNDER THE
FIRST LIEN PURCHASE AGREEMENT TO EXTEND CREDIT TO THE COMPANY AND SUCH NOTE
HOLDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS.  IN
THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT AND THIS NOTE, THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT SHALL CONTROL.




THIS
NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX
PURPOSES.  FOR FURTHER INFORMATION REGARDING THE ISSUE PRICE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY OF
THIS NOTE, THE HOLDER OF THIS NOTE SHOULD CONTACT THE OFFICE OF THE CHIEF
FINANCIAL OFFICER OF NEXTWAVE WIRELESS LLC AT 12670 HIGH BLUFFS DRIVE, SAN
DIEGO, CA 92130, WHO WILL PROMPTLY MAKE SUCH INFORMATION AVAILABLE.







NEXTWAVE
WIRELESS LLC


March
16, 2010





SENIOR-SUBORDINATED
SECURED SECOND LIEN NOTE


DUE
2011












No:
[___]  ORIGINAL PRINCIPAL AMOUNT (“STATED
VALUE”)


U.S.
$[__________]





NextWave Wireless LLC, a Delaware
limited liability company (and its permitted successors and assigns, the “Company”), for value received,
promises to pay to [__________], or its permitted assigns, on the 30th day
of November, 2011, the Principal Amount of this Note, plus accrued and
unpaid interest hereon to such date of payment.  The Principal Amount
of this Note shall be increased on a daily basis by the PIK Amount; provided that the PIK
Amount shall compound on each Interest Payment Date, commencing with the first
Interest Payment Date following the date hereof.





This Note is a duly authorized issue of
Senior-Subordinated Secured Second Lien Notes of the Company, designated as
“Senior-Subordinated Secured Second Lien Notes due 2011” (the “Notes”), in the original
aggregate principal amount of U.S. $105,263,157 issued under the Second Lien
Subordinated Note Purchase Agreement, dated as of October 9, 2008, by and among
the Company, NextWave Wireless Inc., the guarantors named therein (the “Guarantors”), the Purchasers
named therein, and The Bank of New York Mellon, as Collateral Agent (as amended,
restated, modified or supplemented from time to time, the “Purchase
Agreement”).  All capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Purchase
Agreement.  This Note shall at all times be secured by the Collateral
Documents, guarantied by the Guarantors pursuant to the Guaranty and the Parent
Guaranty, and subject to the terms and conditions of the Purchase
Agreement.





The Company shall treat the Person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes.  The Principal Amount,
premium, if any, and interest on this Note is payable when due in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts in the manner set forth in the
Purchase Agreement.





The Holder’s determination of the
Principal Amount of this Note in accordance with the Purchase Agreement shall be
conclusive and binding, absent manifest error.





1.           Optional
Redemption.





This Note is subject to optional
redemption by the Company as provided in Section 8.1(a) of the Purchase
Agreement.





2.           Asset
Sales.





This Note is subject to mandatory
redemption in connection with certain Asset Sales as provided in Section 5.14
and Section 8.1(b) of the Purchase Agreement.





3.           Change
of Control Offers.





This Note is subject to mandatory
offers to redeem in connection with a Change of Control as provided in Section
5.18 of the Purchase Agreement.














4.           Guaranty.





Pursuant to the Guaranty and the Parent
Guaranty, each Guarantor has unconditionally guarantied the payment of all
obligations of the Company under the Notes.





5.           Collateral
Documents.





Pursuant to the Collateral Documents,
the Company has secured its obligations under the Note and the Note Documents
and each Guarantor has secured its obligations under the Guaranty or the Parent
Guaranty by granting to the Holders, a Second Priority Lien on substantially all
of their right, title and interest in and to the “Collateral” (as defined in the
Security Agreement); provided that if no
First Lien Obligations are outstanding, such Lien shall have priority over all
other Liens in and to such Collateral.  The Collateral shall be held
by the Collateral Agent for the benefit of the Holders pursuant to the terms of
the Collateral Agency Agreement.





6.           Purchase
Agreement.





The Company issued this Note under the
Purchase Agreement.  The terms of this Note include those stated in
the Purchase Agreement, including, without limitation, the provisions in the
Purchase Agreement respecting covenants, Events of Default and
remedies.





7.           Modification
of Notes.





The Notes may be modified as provided
in Section 10.3 of the Purchase Agreement.





8.           Transfer.





This Note is subject to certain
transfer restrictions as set forth in the Purchase Agreement.





9.           Non-Waiver.





No course of dealing between the
Company and the Holder of this Note or any delay or failure on the part of the
Holder hereof in exercising any rights hereunder shall operate as a waiver of
any rights of any Holder hereof, except to the extent expressly waived in
writing by the Holder hereof.





10.           Intercreditor
Agreement.





Notwithstanding any provision to the
contrary in this Note or the Purchase Agreement, this Note shall be subject in
all respects to the provisions of the Intercreditor Agreement.  As a
condition to any Person becoming a Holder of this Note, such Person shall
execute and deliver an Assumption Agreement.














11.           Governing
Law.





This Note shall be construed in
accordance with and governed by the laws of the State of New York.





12.           Successors
and Assigns.





All of the covenants, promises and
agreements in this Note shall bind the Company’s successors and assigns, whether
so expressed or not.





13.           Headings.





The headings of the sections and
paragraphs of this Note are inserted for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.





[Signature
Page to Follow]





IN WITNESS WHEREOF, the
Company has caused this Note to be signed in its name by a duly authorized
officer and to be dated as of the day and year first above written.








NEXTWAVE WIRELESS
      LLCBy:
                /s/Name:Title:














OPTION OF HOLDER TO ELECT
PURCHASE




If you
want to elect to have this Note purchased by the Company pursuant to Section
5.18 of the Purchase Agreement, check the box below:




□
Yes




If you
want to elect to have only part of the Note purchased by the Company pursuant to
Section 5.18 of the Purchase Agreement, state the amount you elect to have
purchased (if no amount is set forth below you will have elected to have the
full amount of the Note purchased by the
Company):  $____________




Date:  _______________







Your
Signature:________________________________
 (Sign
exactly as your name appears on the face of this Note)
 
 Tax
Identification No.:___________________________