Exhibit 10.2


EXECUTION COPY


ASSIGNMENT
AGREEMENT


This ASSIGNMENT AGREEMENT
(this “Agreement”), is entered
into and effective as of this 3rd day of July, 2007 by and among WIRELESS FACILITIES, INC, a Delaware
corporation (“Seller”), SPCP GROUP,
L.L.C.,
a Delaware limited liability company (“Buyer”),
LCC INTERNATIONAL, INC. (“LCC”), a Delaware corporation, and, for
purposes of Sections 4.5, 6.1 and 6.3 only, BANK
OF AMERICA, N.A. in its capacity as agent (in such capacity,
together with its successors and assigns in such capacity, the “Senior Agent”) for the Senior Lenders (as
defined in the Subordination Agreement).


WITNESSETH:


WHEREAS, Seller is the holder of
a subordinated promissory note (the “Note”),
dated June 1, 2007 issued by LCC with a principal amount of $21,583,651, which
was issued to Seller as partial consideration for Seller’s transfer of certain
assets to LCC pursuant to a certain Asset Purchase Agreement, dated as of May
29, 2007, by and between LCC and Seller (the “Asset
Purchase Agreement”);


WHEREAS, Seller and Buyer are,
on the date hereof, entering into a Note Sale Agreement (the “Note Sale Agreement”) pursuant to which
Buyer is acquiring from Seller all
of Seller’s right, title and interest in and to the Note and the Holder Registration Rights Agreement (the “Assignment”);


WHEREAS, pursuant to the terms of the Note, LCC’s
consent to the Assignment is required;


WHEREAS, Seller, LCC and the
Senior Agent are parties to a Subordination Agreement (the “Subordination Agreement”), dated as of June
1, 2007 pursuant to which, subject to the terms and conditions thereto,
Seller has agreed that the Note will be subordinate and junior in right of
payment to the prior performance, satisfaction, and payment of certain
indebtedness; and


WHEREAS pursuant to the
Subordination Agreement, Seller may not assign the Note unless the Buyer
thereof has agreed in writing, in form and substance satisfactory to the Senior
Agent, to be bound by the terms of the Subordination Agreement.


NOW, THEREFORE, in consideration of the
mutual promises herein set forth and other valuable consideration, the receipt of which are
hereby acknowledged, the parties hereto hereby agree as follows:


SECTION 1   DEFINITIONS


For purposes of this Agreement,
the terms defined above have the meanings given above and the following terms
shall have the meanings indicated below:


“Agreement”  means this Assignment
Agreement.


“Asset Purchase Agreement” means that term as defined in the
recitals.


“Holder Registration Rights Agreement” means
the agreement attached as Exhibit A to the Note.













“Loan Parties” means LCC International, Inc., each Person identified as a “Loan Party” on the signature
pages to the Subordination Agreement and each other Person that joins as a “Guarantor”
under the Senior Credit Agreement, together with their successors and permitted
assigns.


“Note” means
that term as defined in the recitals, together with Exhibit A and Schedule 1 to
such subordinated promissory note.


“Note Sale Agreement” means that term as
defined in the recitals.


“Principal Balance”  means the unpaid principal balance in United States Dollars for the
Note.


“Senior Agent” means that term as
defined in the recitals.


“Subordination Agreement”
means that term as defined in the recitals.


“Transaction Documents”  means
the documents listed on Schedule
1 hereto.


SECTION 2   ASSIGNMENT OF THE NOTE


2.1           Assignment.  Seller hereby sells, assigns and transfers to
Buyer, and Buyer hereby accepts, purchases and acquires, all of Seller’s right,
title and interest in and to the Note and the Holder Registration Rights
Agreement, and all of Seller’s rights, claims and causes of action related
thereto, free and clear of all liens, pledges, claims, security interests,
encumbrances, charges, restrictions, or limitations of any kind whether arising
by agreement, operation of law or otherwise, other than any restriction on the
sale, assignment, disposition or transfer of the Note that arises out of or is
based on the Transaction Documents. Seller will promptly pay to Buyer any payments it receives in respect
of the Note, other than the Purchase Price payable by Buyer under the Note Sale
Agreement.


SECTION 3   REPRESENTATIONS
AND WARRANTIES OF SELLER


3.1           Representations and Warranties of Seller. 
Seller hereby represents and warrants to Buyer, LCC and the Senior Agent
as follows:  Seller has the corporate power and authority
to execute and deliver this Agreement and to perform in accordance herewith;
the execution, delivery and performance of this Agreement (including all
instruments of transfer to be delivered pursuant to this Agreement) by Seller
and the consummation of the transactions contemplated hereby have been duly and
validly authorized; this Agreement evidences the valid, binding and enforceable
obligation of Seller except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of
creditor’s rights generally and by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law);
and all requisite company action has been taken by Seller to make this
Agreement valid and binding upon Seller in accordance with its terms.


SECTION
4   REPRESENTATIONS AND WARRANTIES OF BUYER


Buyer hereby represents
and warrants to Seller, LCC and the Senior Agent as follows:


4.1           Authorization; Enforcement; Validity.
Buyer is a validly existing
corporation, partnership, limited liability company or other entity and has the
requisite company power and authority to execute and deliver this Agreement and
to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all
instruments of transfer to be delivered pursuant to this Agreement) by
it and the consummation of the transactions contemplated hereby have been duly
and













validly
authorized; this Agreement evidences its valid, binding and enforceable obligation except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditor’s rights generally and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law); and all requisite company action has been
taken by it to make this Agreement valid and binding upon it in accordance with
its terms.


4.2           Status of Buyer. 
Buyer is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D under the Securities Act of 1933, as amended (the “1933 Act”).


4.3           Investment Purpose. 
Buyer is acquiring the Note for its own account and not with a view
towards, or for resale in connection with, the public sale or distribution
thereof, except pursuant to sales registered or exempted under the 1933 Act;
provided, however, that by making the representations herein, Buyer does not
agree to hold any portion of the Note for any minimum or other specific term
and reserves the right to dispose of any portion of the Note at any time in
accordance with or pursuant to a registration statement or an exemption under
the 1933 Act.


4.4           Transfer or Resale.  Buyer
understands that the Note, and the common stock issuable thereunder in
accordance with its terms, has not been and is not being registered under the
1933 Act or any state securities laws.


4.5           Subordination Agreement. Buyer
agrees to be bound by the terms of the Subordination Agreement with respect to
the Note and the Buyer shall be the “Junior Noteholder” (under and as defined
in the Subordination Agreement) as if the Buyer had executed and delivered the
Subordination Agreement on June 1, 2007.


SECTION 5   REPRESENTATIONS
AND WARRANTIES OF LCC


LCC hereby represents and warrants to Buyer, Seller and the Senior
Agent as follows:


5.1           Representations
and Warranties of LCC. LCC has
the corporate power and authority to execute and deliver this Agreement and to
perform in accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant to
this Agreement) by LCC and the consummation of the transactions contemplated hereby
have been duly and validly authorized; this Agreement evidences the valid,
binding and enforceable obligation of LCC except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditor’s rights generally and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law); and all requisite company action has been
taken by LCC to make this Agreement valid and binding upon LCC in accordance
with its terms.


5.2           Transaction Documents. 
True, complete and correct copies of the Transaction Documents have been
previously provided to Buyer by LCC, including the potential adjustments to the
principal amount of the Note set forth in the Note and the Asset Purchase
Agreement, and there are no other material agreements, arrangements, documents
or instruments to which LCC is a party in effect (whether written or oral) that
relate to or otherwise modify the provisions of the Transaction Documents or
affect the Note in any material respect (except for limitations under the rules
of the NASDAQ Stock Market on the amount of stock that is issuable in payment
of interests under the Note).  Based on
LCC’s records, Seller is the only holder of the Note and the only Investor
under the Exhibit A to the Note.  Upon
the execution of this Agreement and the Note Sale Agreement, Buyer will have
all rights of Seller under the Note and the Holder Registration Rights
Agreement, provided, however, that this
provision shall not be deemed to give Buyer any rights under the Asset Purchase
Agreement.













5.3           Status of Note. As of the
date hereof (i) the Principal Balance of the Note is $21,583,651,
(ii) the accrued and unpaid interest on such unpaid principal is $180,007.65
and (iii) no adjustment has occurred to the Principal Balance of the Note prior
to the date hereof.  No
Event of Default (as such term is defined in the Note) has occurred and is
continuing under the Note. LCC has made all payments of the principal and
interest on the Note when due and has not made any prepayment.


SECTION
6   AGREEMENTS OF THE PARTIES


6.1           Consent of the
Senior Agent.  The Senior Agent hereby consents to the
Assignment, the amendment to the Note to the extent necessary to give effect to
the Assignment and to the issuance of the Exchange Note, as defined in Section
6.3 below.


6.2.          Agreements of LCC.  In reliance on the representations,
warranties and agreements of Seller and Buyer herein, LCC hereby,
notwithstanding anything to the contrary in the Note, (i) consents to the
Assignment, (ii) agrees to treat Buyer as the Holder under the Note with all
rights of the Holder thereunder, (iii) agrees to pay Buyer amounts due under
the Note to Silver Point Capital Finance, LLC, Two Greenwich Plaza, First
Floor, Greenwich, CT 06830, Attention: Tim Skoufis, or such other address as
provided by Buyer and (iv) agrees that Buyer shall have all rights of Seller
under the Holder Registration Rights Agreement. 
In consideration of LCC’s agreements hereunder, Seller agrees that the
provisions of Section 3.6 of the Asset Purchase Agreement requiring LCC to
reimburse Seller for the expenses associated with a Carve-Out Audit (as defined
in the Asset Purchase Agreement) are of no further force and effect and Seller
shall pay to LCC any amounts advanced by LCC with respect to these expenses.


6.3.          Exchange of Note.  The parties acknowledge and agree that the
principal amount of the Note may be adjusted pursuant to the terms of the Asset
Purchase Agreement and the Note, except as provided in this Section 6.3. Seller
and LCC agree that (i) as soon as practicable after the date hereof (and in any
event, in no more than 10 Business Days (as defined in the Asset Purchase Agreement)), they will enter into
the Escrow Agreement (as defined in the Asset Purchase Agreement) pursuant to
which Seller will deposit $1,000,000 into escrow to be held and distributed in
accordance with the terms of the Escrow Agreement,  (ii) any decrease in the principal amount of
the Note arising after the date hereof under Article 3 of the Asset Purchase
Agreement will be made by cash payments by Seller to LCC, rather than by
adjusting the principal amount of the Note (provided, however, that if such
amounts are not paid within 10 Business Days of the date that such amounts are
owed, the Note will be adjusted per the terms of  Article 3 of the Asset Purchase Agreement)
and (iii) any increase in the principal amount of the Note arising under
Article 3 of the Asset Purchase Agreement will be made as required thereunder
and shall be reflected in the Exchange Note (as defined below) and  LCC shall have no further obligations to
Seller or Buyer arising out of such adjustment other than its obligations to
Buyer under the Exchange Note. The parties agree that once (i) the actions
described in clause (i) of the preceding sentence have been satisfied and (ii)
as applicable, (x) all amounts that would otherwise decrease the principal
amount of the Note under Article 3 of the Asset Purchase Agreement have been
paid by Seller to LCC or have resulted in adjustments to the Note as provided
for herein or (y) any amounts that would otherwise increase the principal
amount of the Note under Article 3 of the Asset Purchase Agreement have been
finally determined, Buyer will return (i) to Seller for cancellation, the
Promissory Note, dated the date hereof, issued by Seller to Buyer, and (ii) to
LCC for cancellation, the Note and that, in exchange therefor, LCC will issue
to Buyer a new note substantially similar to the Note (in form and substance
reasonably acceptable to the Senior Lenders) (the “Exchange
Note”), except that it will
contain any adjustment provided for herein and will not be subject to further
adjustment. The parties hereto agree to take such actions as are reasonably
necessary to effectuate the actions set forth in this paragraph.













SECTION 7   MISCELLANEOUS
PROVISIONS


7.1           Non-Merger/Survival.  Each
and every covenant, agreement and release herein made by any party hereto shall
survive the delivery of this Agreement and all other documents executed in
connection herewith and shall not merge into such documents, but instead shall
be independently enforceable.


7.2        No Third-Party Beneficiaries.  Each  of the provisions of this Agreement is for
the sole and exclusive benefit of the parties hereto, and none of the provisions of this Agreement shall be
deemed to be for the benefit of any other Person.


7.3           APPLICABLE LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES THEREOF.


7.4           CONSENT TO
EXCLUSIVE JURISDICTION.  ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST
ANY PARTY HERETO ARISING OUT OF OR RELATING HERETO OR THE TRANSACTIONS
CONTEMPLATED HEREBY, SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING
AND DELIVERING THIS AGREEMENT, EACH PARTY HERETO IRREVOCABLY (A) ACCEPTS
GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM
NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT
MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, (D) AGREES THAT SERVICE
AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE
APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE
CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT
THE OTHER PARTIES HERETO RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.


7.5           WAIVER OF JURY
TRIAL.  EACH OF THE PARTIES HERETO HEREBY WAIVES AND AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING HEREUNDER OR UNDER ANY OF THE TRANSACTIONS RELATED HERETO OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS SALE.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL ­ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS.


7.6           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which
when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.


7.7           Effectiveness.  This
Agreement shall become effective upon the execution and delivery of a
counterpart hereof by each of the parties hereto.


7.8           Severability.  In
case any provision in or obligation hereunder shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or













obligations,
or of such provision or obligation in any other jurisdiction, shall not in any
way be affected or impaired thereby.


7.9           Headings.  Section headings herein are included herein
for convenience of reference only and shall not constitute a part hereof for
any other purpose or be given any substantive effect.


7.10         Integration, etc.  Any of the terms defined herein may, unless
the context otherwise requires, be used in the singular or the plural, depending
on the reference.  References herein to
any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix,
a Schedule or an Exhibit, as the case may be, hereof unless otherwise
specifically provided.  The word “or” is
not exclusive.  The use herein of the
word “include” or “including”, when following any general statement, term or
matter, shall not be construed to limit such statement, term or matter to the
specific items or matters set forth immediately following such word or to
similar items or matters, whether or not nonlimiting language (such as “without
limitation” or “but not limited to” or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or
matters that fall within the broadest possible scope of such general statement,
term or matter.


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Executed effective as of the date first set forth
above.


	
  

  	
  WIRELESS FACILITIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James R. Edwards

  
	
   

  	
  Name:

  	
  James R. Edwards

  
	
   

  	
  Title:

  	
  Sr. VP & General Counsel

  
	
   

  	
   

  
	
   

  	
  SPCP GROUP, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  LCC INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  For purposes of Sections 4.5, 6.1 and 6.3 only

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 













Executed effective as of the date first set forth
above.


	
  

  	
  WIRELESS FACILITIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  SPCP GROUP, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael A. Gatto

  
	
   

  	
  Name:

  	
  Michael A. Gatto

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  LCC INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  For purposes of Sections 4.5, 6.1 and 6.3 only

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 













Executed effective as of the date first set forth
above.


	
  

  	
  WIRELESS FACILITIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  SPCP GROUP, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  LCC INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis Salamone Jr.

  
	
   

  	
  Name:

  	
  Louis Salamone Jr.

  
	
   

  	
  Title:

  	
  Executive VP & CFO

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  For purposes of Sections 4.5, 6.1 and 6.3 only

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 













Executed effective as of the date first set forth
above.


	
  

  	
  WIRELESS FACILITIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  SPCP GROUP, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  LCC INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  For purposes of Sections 4.5, 6.1 and 6.3 only

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jessica L. Tencza

  
	
   

  	
  Name:

  	
  Jessica L. Tencza

  
	
   

  	
  Title:

  	
  Vice President

  
					














SCHEDULE 1


TRANSACTION
DOCUMENTS


1.               Subordinated
Promissory Note, dated June 1, 2007 issued by
LCC with a principal amount of $21,583,651.


2.               Asset Purchase
Agreement, dated as of May 29, 2007, by and
between LCC and Seller.


3.               Subordination
Agreement, dated as of June 1, 2007
between Seller, LCC and the Senior Agent.


4.               Holder Registration
Rights Agreement, attached as Exhibit A to the Note.