ex10-24.htm


    
      

    

    Exhibit 10.24


    FIRST
AMENDMENT TO THE

     PURCHASE
AGREEMENT

    


    THIS
AMENDMENT (this “First
Amendment”) TO THE PURCHASE AGREEMENT, dated as of March 12, 2008, by and
among NextWave Wireless LLC, a Delaware limited liability company (the “Company”), NextWave Wireless
Inc., a Delaware Corporation (the “Parent”), the other Guarantors
set forth on the signature pages hereto and the Holders set forth on the
signature pages hereto, is made in reference to that certain Purchase Agreement,
dated as of July 17, 2006 (as amended hereby, the “Purchase Agreement”) by and
among the Company, the Guarantors and the Holders.  Capitalized terms
used herein without definition shall have the same meanings herein as set forth
in the Purchase Agreement.

    


    W I T N E S S E T
H:

    


    WHEREAS, the Company proposes
to utilize funds from the Cash Reserve Account to develop its business pursuant
to its operating budget; and

    


    WHEREAS, the Company seeks
additional flexibility to incur Indebtedness.

    


    NOW, THEREFORE, in consideration
of the foregoing premises and the mutual covenants and provisions hereinafter
set forth, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:

    


    
      	
               
      

            	
              1.

            	
              Amendments
      to the Purchase Agreement

            


    

    


    
      	
               
      

            	
              (a)

            	
              Amendment
      to Section 5.1(a).  Section 5.1(a) of the Purchase
      Agreement shall be amended to add the following sentences as the final
      sentences thereof:

            


    

    


    “Following
delivery of each quarterly report, the Holders will have the opportunity to
review the contents of the quarterly report with members of the executive
management of the Parent, including without limitation the Parent’s Chief
Financial Officer, subject to customary confidentiality undertakings if any
non-public information is requested to be presented in such
meetings.  The Parent shall determine the time and location thereof
and notice thereof will be provided to each Holder at least 15 Business Days in
advance.  Telephonic attendance will be permitted on the part of any
of the Parent’s representatives and/or any Holder.  In addition, as
soon as available and in any event within 15 days of the end of each month that
is not the end of a Fiscal Quarter, the Company shall deliver to each Electing
Holder (as defined below) the
unaudited consolidated balance sheet of the Parent and its Subsidiaries as at
the end of such fiscal period and the related consolidated statements of income and cash flows of the Parent and its
Subsidiaries for such fiscal period and for the period from the beginning of the
then current Fiscal Year to the end of such fiscal period, setting forth in each
case in comparative form (x) with respect to such statements of income, the
corresponding figures for the corresponding periods for the previous Fiscal
Year, and (y) with respect to such balance sheets, the corresponding figures as
of the end of the previous Fiscal Year, all in reasonable
detail.  Following delivery of each monthly report, the
Electing Holders will have the opportunity to review the contents of the monthly
report with members of the executive management of the Parent, including without
limitation the Parent’s Chief Financial Officer.  The Parent shall
determine the time and location thereof and notice thereof will be provided to
each Electing Holder at least 5 Business Days in advance.  Telephonic
attendance will be permitted on the part of any of the Parent’s representatives
and/or any Electing Holder.  For purposes hereof, “Electing Holder”
means a Holder that has notified the Parent that it wishes to receive the
monthly reports described above, and has provided a confidentiality undertaking
reasonably satisfactory to Parent, provided that such a Holder shall cease to be
an Electing Holder upon it notifying the Parent in writing that it no longer
wishes to receive the monthly reports described above.”

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              (b)

            	
              Amendments
      to Section 5.13.

            


    

    


    A new
paragraph (g) is added to Section 5.13 of the Purchase Agreement as
follows:

    


    “(g)   solely
for the purpose of funding a working capital line of credit, the Company and its
Subsidiaries may become and remain liable with respect to additional
Indebtedness in an aggregate principal amount of up to $25,000,000, provided that such
Indebtedness (i) has a maturity date that is no earlier than July 17, 2010, (ii)
will not have any rights to the Collateral, (iii) is on terms that provide that
the holder(s) of such Indebtedness may not accelerate such maturity date or take
any action through the filing of a petition or other exercise of creditors’
rights to seek repayment of such Indebtedness, (iv) is secured (if at all)
solely by accounts receivable and inventory of the Company and its Subsidiaries
and with the enforcement of any Lien conditioned on the payment and satisfaction
in full of all Secured Obligations (as defined in the Security Agreement) and
(v) makes the Holders third party beneficiaries of the rights of the obligor(s)
of such Indebtedness set forth above.”

    


    A new
paragraph (h) is added to Section 5.13 of the Purchase Agreement as
follows:

    


     “(h)   the
Company and its Subsidiaries may become and remain liable with respect to
Indebtedness incurred in connection with the issuance of up to $100,000,000 in
aggregate principal amount of Second Lien Indebtedness, plus such principal amount of
Second Lien Indebtedness that may be issued as payment-in-kind interest on such
Second Lien Indebtedness.”

    


    
      	
               
      

            	
              (c)

            	
              Amendment
      to Section 5.14.  Section 5.14 of the Purchase Agreement
      is hereby amended and restated in its entirety to read as
      follows:

            


    

    


    “The
Company will not, and will not permit any of its Subsidiaries to, consummate any
Asset Sale, unless

    


    (a)  the
Net Proceeds thereof are applied as follows:

    


    (i) Net Proceeds shall be deposited in
the Cash Reserve Account, to the extent that the balance on deposit in the Cash
Reserve Account is then less than $75,000,000 (until the balance is restored to
$75,000,000);

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (ii) Net Proceeds that are not utilized
pursuant to clause (i) above shall be (x) in the case of any Asset Sale
consummated prior to the second anniversary of the Closing Date, delivered to
the Collateral Agent for deposit in the Asset Sale Proceeds Account pending the
mandatory redemption of Notes on the second anniversary of the Closing Date
pursuant to Section 8.1(b) and (y) in the case of any Asset Sale consummated on
or after the second anniversary of the Closing Date, applied to make a mandatory
redemption of Notes pursuant to Section 8.1(b);

     

    (b) the
Company (or the Subsidiary, as the case may be) receives consideration at the
time of such Asset Sale that yields Net Proceeds greater than the aggregate
original purchase price paid by the Company or any of its Subsidiaries for such
assets or Capital Stock; and

     

    (c) all
of the consideration received in the Asset Sale by the Company or such
Subsidiary is in the form of cash.

     

    Notwithstanding
the foregoing provisions of this Section 5.14, in the case of (i) an Asset Sale
that will yield Net Proceeds sufficient, together with any other amounts then on
deposit in the Asset Sale Proceeds Account, to redeem the Notes in whole at the
purchase price provided under Section 8.1(a) hereof,  or (ii) any
Asset Sale that is consummated more than 15 Business Days after the Company has
delivered an officer’s certificate in accordance with Section 5.25(c), provided
that no Holder has objected to the conclusions in such certificate, such Net
Proceeds may be less than the aggregate original purchase price; provided that,
if such Asset Sale described in clause (i) is consummated prior to the
second anniversary of the Closing Date, the Company shall deliver a Notice of
Redemption in accordance with Section 8.3 no later than the date of consummation
of such Asset Sale, which Notice of Redemption shall indicate that the Notes
will be redeemed in whole on the redemption date specified therein; and provided
further that such Net Proceeds shall be deposited into and maintained in the
Asset Sale Proceeds Account until the specified redemption date.

     

    The
Company shall not, and shall not permit its Subsidiaries to lease or sublease
any of its rights under or in respect of any FCC License or Foreign License,
provided that the Company and its Subsidiaries may enter into such leases or
subleases in no more than five of the markets set forth on Schedule 5.14(c)
hereof (one lease per market, for a maximum of five leases) provided further
that, solely to the extent that the Net Proceeds of such lease or sublease are
applied to pay scheduled interest on the Notes (or reserved for such purpose, in
an amount not to exceed the aggregate amount of the next scheduled interest
payment), such Net Proceeds are not required to be applied as described in
paragraph (a) above.”

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                (d)

              	
                Amendment
      to Section 5.25.

              


      

      


      (i)           Section
5.25(a) of the Purchase Agreement is hereby amended and restated in its entirety
to read as follows:

      


       “(a)(i)    On
the date of the First Amendment, the Cash Reserve Account contains a balance of
$75,000,000, plus accrued interest.

       

      (ii)           In
accordance with the terms of this Section 5.25, the Company may from time to
time withdraw funds then on deposit in the Cash Reserve Account as
follows:

       

    

    (A) at any time and from time to time
following the payment of the Initial Portion of the Consent Fee, the Company
shall be entitled to withdraw up to an aggregate of $25,000,000 from the Cash
Reserve Account;

     

    (B) at any time and from time to time
following the payment of the Second Installment Fee, and conditioned on the
prior payment of the Initial Portion of the Consent Fee, the Company shall be
entitled to withdraw up to an aggregate of an additional $25,000,000 from the
Cash Reserve Account (i.e., $50,000,000 taken together with amounts withdrawn
pursuant to clause (A) above); and

     

    (C) at any time and from time to time
following the payment of the Third Installment Fee, and conditioned on the prior
payment of the Initial Portion of the Consent Fee and the Second Installment
Fee, the Company shall be entitled to withdraw up to an aggregate of an
additional $25,000,000 from the Cash Reserve Account plus any accrued interest
in the Cash Reserve Account.  (i.e., $75,000,000 plus any accrued
interest in the Cash Reserve Account taken together with amounts withdrawn
pursuant to clauses (A) and (B) above).

     

    (iii)           Notwithstanding
anything to the contrary contained herein, no withdrawal may be made from the
Cash Reserve Account if at the time of the proposed withdrawal any Default or
Event of Default has occurred and is continuing.

     

    (iv)           The
Company may withdraw amounts then on deposit in the Cash Reserve Account in one
or more drawdowns; provided, however, that it
shall not be permitted to drawdown more than $75,000,000 (plus any accrued
interest in the Cash Reserve Account) in the aggregate pursuant to this Section
5.25(a).

     

    (vi)           If
the Company has withdrawn amounts from the Cash Reserve Account pursuant to this
Section 5.25(a), the Company shall restore the balance in the Cash Reserve
Account to at least $75,000,000 on or before June 30, 2009.  From and
after June 30, 2009, the Company shall maintain a minimum balance in the Cash
Reserve Account of $75,000,000 at all times.

     

    (vii)           Provided
the conditions set forth in clauses (ii) and (iii) above have been satisfied,
the Collateral Agent shall deliver to the Account Bank a consent to the release
of funds from the Cash Collateral Account as provided in clause (ii)
above.

     

    (vii)           All
amounts held in the Cash Reserve Account shall be invested solely in Cash
Equivalents of a type described in clauses (i) through (iv) of the definition
thereof, and all such Cash Equivalents shall be held in, and credited to, such
account.”

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (ii)           Section
5.25(b) of the Purchase Agreement is hereby amended by adding the following as
the final sentences thereof:

     

    “In the
event that the Company is required to make a mandatory redemption of Notes
pursuant to Section 8.1(b) and the funds on deposit in the Asset Sale Proceeds
Account together with the funds on deposit in the Cash Reserve Account are
sufficient to redeem the Notes in whole at the applicable redemption price on
the applicable redemption date, the Company shall give notice to the Holders to
inform the Holders that the Notes will be redeemed in whole at the applicable
redemption price on such redemption date no later than 15 Business Days prior to
such redemption date and the Notes shall be so redeemed in on such
date.  The Company shall separately give such notice to the Collateral
Agent no later than 15 Business Days prior to such redemption date and no later
than 3 Business Days prior to such redemption date the Collateral Agent shall
deliver to the Account Bank a consent to the release of all amounts on deposit
in the Cash Reserve Account on such redemption date; provided, that the
entire principal amount of the Notes and all related interest and applicable
premium are paid or made available for payment by the Company as of such
redemption date.”

     

    
      	
               
      

            	
              (e)

            	
              Amendment
      to Section 6.1.  Section 6.1 of the Purchase Agreement is
      hereby amended to add a new clause (o) thereto to read as
      follows:

            


    

    


     

    “(o)           (1)
a payment default or event of default occurs under any instrument evidencing
Indebtedness incurred pursuant to Sections 5.13(g), whether such Indebtedness
now exists or is created after the date of the First Amendment, or (2) there
occurs of any other default or event of default under any such instrument, if,
in either such case, the effect of such default or event of default is to cause,
or to permit the holder or holders of such Indebtedness (or a trustee on behalf
of such holder or holders) to cause, such Indebtedness to become or be declared
due and payable prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be (upon the giving or receiving of
notice, lapse of time, both, or otherwise).”

     

    
      	
               
      

            	
              2.

            	
              Amendments
      to Defined Terms.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      definition of Permitted Liens is hereby amended to add new clauses (13)
      and (14) as follows:

            


    

    


    “(13)             Liens
securing Indebtedness incurred in accordance with Section 5.13(g) that exist
solely with respect to accounts receivable and inventory of the Company and its
Subsidiaries, provided that the enforcement of any such Lien is conditioned on
the payment and satisfaction in full of all Secured Obligations (as defined in
the Security Agreement) and the Holders are third party beneficiaries of the
rights of the obligor(s) of such Indebtedness with respect to the prevention of
such enforcement until such time.”

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    “(14)             Liens
securing Indebtedness incurred in accordance with Section 5.13(h), provided that
the enforcement of any such Lien is conditioned on the payment and satisfaction
in full of all Secured Obligations (as defined in the Security
Agreement).”

    


    
      	
               
      

            	
              (b)

            	
              The
      definition of Restricted Payments is hereby amended and restated to read
      in its entirety as follows:

            


    

    


    “‘Restricted Payments’ means (i)
any dividend or other distribution, direct or indirect, on account of any shares
of any class of Capital Stock of Company or Parent now or hereafter outstanding
(other than a dividend payable solely in additional shares of the same class of
Capital Stock to the holders of that class), (ii) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct
or indirect, of any shares of any class of Capital Stock of Company or Parent
now or hereafter outstanding, (iii) any payment made to retire, or to obtain the
surrender of, any outstanding, options or other rights to acquire shares of any
class of Capital Stock of Company or Parent now or hereafter outstanding (other
than the Warrants, the Warrant Shares or, if applicable, Purchaser Units) and
(iv) any payment of principal of, premium, if any, or interest on, or
redemption, purchase, retirement, defeasance, sinking fund or similar payment
with respect to, any Indebtedness subordinated to the Notes; provided however, that
interest payments on the Second Lien Indebtedness shall not be Restricted
Payments.”

    


    
      	
               
      

            	
              (c)

            	
              A
      definition of “Second Lien Indebtedness” is hereby added to read as
      follows:

            


    

    


    “Second Lien Indebtedness”
means Indebtedness of the Company in an aggregate principal amount of up to
$100,000,000, plus any
principal amount issued as payment-in-kind interest, with the holder(s) of such
Indebtedness (i) to have a second priority lien on the Collateral (which
Collateral shall otherwise remain unencumbered except as permitted under the
Note Documents) and (ii) to be approved by the Holders of at least 50% in
aggregate principal amount of the Notes.  The Second Lien Indebtedness
may only accrue payment-in-kind interest, must have a maturity date that is
later than the Maturity Date on the Notes and its issuance will be subject to an
intercreditor agreement that is reasonably satisfactory to the Required
Holders.”

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              (d)

            	
              The
      definition of Cash Equivalents is hereby amended and restated to read in
      its entirety as follows:

            


    

    


    “Cash Equivalents” means, as at
any date of determination, (i) marketable securities (a) issued or directly and
unconditionally guarantied as to interest and principal by the United States
Government or (b) issued by any agency of the United States the obligations of
which are backed by the full faith and credit of the United States, in each case
maturing within one year after such date; (ii) marketable direct obligations
issued by any state of the United States of America or any political subdivision
of any such state or any public instrumentality thereof, in each case maturing
within one year after such date and having, at the time of the acquisition
thereof, the highest rating obtainable from either Standard & Poor’s (“S&P”) or Moody’s Investors
Service, Inc. (“Moody’s”); (iii) commercial
paper maturing no more than one year from the date of creation thereof and
having, at the time of the acquisition thereof, a rating of at least A-1 from
S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’
acceptances maturing within one year after such date and issued or accepted by
any commercial bank organized under the laws of the United States of America or
any state thereof or the District of Columbia that (a) is at least “adequately
capitalized” (as defined in the regulations of its primary Federal banking
regulator) and (b) has Tier 1 capital (as defined in such regulations) of not
less than $100,000,000; and (v) shares of any money market mutual fund that (a)
has at least 95% of its assets invested continuously in the types of investments
referred to in clauses (i) through (iv) above, (b) has net assets of not less
than $500,000,000, and (c) has the highest rating obtainable from either S&P
or Moody’s.  For the avoidance of doubt, Cash Equivalents shall not
include any auction rate or similar securities where the obligor is not
absolutely required to redeem or repay the Indebtedness in question within such
one year (or shorter) period.”

    


    
      	
               
      

            	
              (e)

            	
              The
      definition of Indebtedness is hereby amended to amend and restate
      subparagraph (iii) to read in its entirety as
  follow:

            


    

    


    “(iii)
any obligation owed for all or any part of the deferred purchase price of
property or services (excluding any such obligations incurred under ERISA, trade
payables incurred in the ordinary course of business, volume based vendor
arrangements accounted for as deferred income on the balance sheet of the
Company, obligations under earn-out agreements which are not yet earned and
obligations under earn-out agreements to the extent such obligations are payable
in shares of Capital Stock of the Company at the Company's
option),”

    


    
      	
               
      

            	
              3.

            	
              Representations
      and Warranties of the Company.  To induce
      the Holders to execute and deliver this First Amendment (which
      representations and warranties shall survive the execution and delivery of
      this First Amendment and shall be deemed to have been made pursuant to the
      Purchase Agreement for all relevant purposes thereof), the Company
      represents and warrants to the Holders
that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              this
      First Amendment has been duly authorized, executed and delivered by the
      Company and constitutes the legal, valid and binding agreement of the
      Company enforceable against the Company in accordance with its terms,
      except as enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium or similar laws or equitable principles
      relating to or limiting creditors' rights
  generally;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Purchase Agreement, as amended by this First Amendment, constitutes a
      legal, valid and binding agreement of the Company enforceable against the
      Company in accordance with its terms, except as enforcement may be limited
      by bankruptcy, insolvency, reorganization, moratorium or similar laws or
      equitable principles relating to creditors' rights
    generally;

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              the
      execution, delivery and performance by the Company of this First Amendment
      (i) has been duly authorized by all requisite corporate action, (ii) does
      not require the consent or approval of any Governmental Authority, and
      (iii) will not (A) violate (1) any provision of law, statute, rule or
      regulation or the Company's organizational documents, (2) any order of any
      court or any rule, regulation or order of any other agency or government
      binding upon the Company, or (3) any provision of any indenture, agreement
      or other instrument to which the Company is a party or by which the
      Company's properties or assets are or may be bound, or (B) result in a
      breach or constitute (alone or with due notice or lapse of time of time or
      both) a default under any indenture, agreement or other instrument
      referred to in clause (iii)(A)(3) of this Section 4(c);
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              prior
      to and after giving effect to this First Amendment, no Default or Event of
      Default has occurred and is
continuing.

            


    

     

    
      	
               
      

            	
              4.

            	
              Effectiveness
      of this Amendment.

            


    

     

    
      	
               
      

            	
              (a)

            	
              This
      First Amendment shall become effective (the “Amendment Effective
      Date”) when (i) this First Amendment has been duly executed and
      delivered by the Company, Parent, each of the Guarantors and the Required
      Holders, (ii) the First Amendment Legal Opinion (as defined below) has
      been delivered to the Consenting Holders, and (iii) the Company has
      transmitted payment of the Initial Portion (as defined below) of the
      Consent Fee (as defined below), such Consent Fee to be allocated to each
      Holder who consented to this First Amendment by 5:00 p.m., New York City
      time, on March 12, 2008 (each, a “Consenting Holder”), as
      evidenced by such Holder’s execution and delivery thereof to the Company
      by such date, pro rata in accordance with the principal amount of Notes
      held by such Consenting Holder as of the Amendment Effective Date;
      provided, however, that the provisions of Sections 1(c) and 1(d)(ii) shall
      only become effective if (and when) all of the Holders have executed and
      delivered this First Amendment to the Company.  The Initial
      Portion of the Consent Fee shall be paid to each Consenting Holder in
      accordance with wire instructions provided by such Consenting Holder to
      the Company on the signature pages
hereto.

            


    

     

    
      	
               
      

            	
              (b)

            	
              For
      purposes hereof, the “Consent Fee” shall mean
      a fee in an amount equal to up to $10,500,000 paid as
    follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              an
      amount equal to $3,500,000 shall be paid on (or prior to) the Amendment
      Effective Date (such amount, the “Initial Portion”), which
      payment shall permit the Company to withdraw $25,000,000 from the Cash
      Reserve Account;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              an
      amount equal to $3,500,000 shall be paid if the Company notifies the
      Holders in writing that it wishes to withdraw in excess of $25,000,000 in
      the aggregate from the Cash Reserve Account (such amount, the “Second Installment
      Fee”), which payment shall permit the Company to withdraw
      $50,000,000 in the aggregate from the Cash Reserve Account (including
      amounts withdrawn pursuant to clause (i) above);
  and

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (iii)

            	
              an amount equal to $3,500,000
      shall be paid if the Company notifies the Holders in writing that it
      wishes to withdraw in excess of $50,000,000 in the aggregate from the Cash
      Reserve Account (such amount, the “Third
      Installment Fee”),
      which payment shall permit the Company to withdraw $75,000,000 (plus any
      accrued interest in the Cash Reserve Account) in the aggregate from the
      Cash Reserve Account (including amounts withdrawn pursuant to clauses (i)
      and (ii) above).

            


    

     

    
      	
               
      

            	
              (c)

            	
              The Company shall pay the Second
      Installment Fee and the Third Installment Fee to the Consenting Holders or
      their transferees, each as duly reflected on the books and records of the
      Company as of the date of the Company’s written notice described in
      paragraph (b)(ii) or (iii), as applicable. In the event a Consenting
      Holder transfers its interest in any Notes subsequent to the date on which
      such Holder becomes entitled to a Consent Fee payment, the Company shall
      not incur any liability to pay a Consent Fee to such transferee and shall
      in any event be obligated to pay the Consent Fee only to the Consenting
      Holder or its transferee of record on such relevant entitlement
      date.

            


    

     

    
      	
               
      

            	
              (d)

            	
              For purposes hereof, the
      “First
      Amendment Legal Opinion” shall mean a favorable opinion
      of counsel to the Parent and the Company, in customary form and
      substance.

            


    

     

    
      	
               
      

            	
              5.

            	
              Consent.  Each of the
      Company, the Parent, the Guarantors and the Required Holders hereby
      consents to this First Amendment and acknowledges that the Purchase
      Agreement shall remain in full force and
effect.

            


    

     

    
      	
               
      

            	
              6.

            	
              Binding
      Effect, etc.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Except
      as expressly amended hereby, all of the terms and provisions of the
      Purchase Agreement and the Notes shall remain in full force and
      effect.  The amendments contained herein shall not constitute an
      amendment of any other provision of the Purchase Agreement or the Notes or
      for any other purpose except as expressly set forth
  herein.

            


    

     

    
      	
               
      

            	
              (b)

            	
              From
      and after the effective date hereof, all references in the Purchase
      Agreement or the Notes to the “Agreement” or the “Notes” shall be deemed
      to be references to such Agreement or the Notes (as applicable) as
      modified hereby.  This First Amendment shall form a part of the
      Purchase Agreement for all purposes, and each party thereto and hereto
      shall be bound hereby.

            


    

     

    
      	
               
      

            	
              7.

            	
              Payment
      of Holders’ Counsel Fees and Expenses.  Without
      limiting the provisions of Section 1.4 of the Purchase Agreement, the
      Company agrees to pay the reasonable fees and expenses of counsel to the
      Holders.

            


    

     

    
      	
               
      

            	
              8.

            	
              Governing
      Law, Counterparts.

            


    

     

    
      	
               
      

            	
              (a)

            	
              This
      First Amendment shall be construed and enforced in accordance with, and
      the rights of the parties shall be governed by, the law of the State of
      New York excluding choice-of-law principles of the law of such State that
      would require application of the laws of a jurisdiction other than such
      State.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              This
      First Amendment may be executed in any number of counterparts, each of
      which shall be an original, but all of which together shall constitute one
      instrument.  Each counterpart may consist of a number of copies
      hereof, each signed by less than all, but together signed by all, of the
      parties hereto.

            


    

     

    *           *           *

    


     

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the undersigned parties have executed this FIRST AMENDMENT TO
THE PURCHASE AGREEMENT to be effective for all purposes as of the Amendment
Effective Date.

     

                                NEXTWAVE WIRELESS
INC.

    


                                By:                                                                

                                      
Name:

                                      
Title:

    


                                NEXTWAVE WIRELESS
LLC

    


                                 

                                  By:                                                                

                                        
Name:

                                        
Title:



                                NEXTWAVE BROADBAND
INC.,

                                NW SPECTRUM
CO.,

                                AWS WIRELESS
INC.,

                                PACKETVIDEO
CORPORATION

                                WCS WIRELESS LICENSE
SUBSIDIARY, LLC

                                IP WIRELESS,
INC.

                                GO NETWORKS,
INC.

     

    
                                  By:                                                                

                                        
Name:

                                        
Title:



                                AVENUE INVESTMENTS,
L.P.

    


    
                                  By:                                                                

                                        
Name:

                                        
Title:



                                AVENUE SPECIAL
SITUATIONS FUND IV, L.P.

    


    
                                  By:                                                                

                                        
Name:

                                        
Title:



                                AVENUE SPECIAL
SITUATIONS FUND V, L.P.

    


    
                                  By:                                                                

                                        
Name:

                                        
Title:



                                DK ACQUISITION
PARTNERS, L.P.

    


    
                                  By:                                                                

                                        
Name:

                                        
Title:



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

                                HIGHBRIDGE
INTERNATIONAL LLC

    


    
                                  By:                                                                

                                        
Name:

                                        
Title:



                                INVESTCORP
INTERLACHEN MULTI-

                                STRATEGY MASTER FUND
LIMITED

    


    
                                  By:                                                                

                                        
Name:

                                        
Title:



                                POLYGON DEBT HOLDINGS
LIMITED

    


    
                                  By:                                                                

                                        
Name:

                                        
Title:



                                SILVER OAK CAPITAL,
L.L.C.,

    


    
                                  By:                                                                

                                        
Name:

                                        
Title: