Exhibit
10.1


EXECUTION COPY


NOTE SALE
AGREEMENT


THIS NOTE SALE
AGREEMENT (this  “Agreement”) is
entered into effective as of this
3rd  day
of July, 2007, by and between SPCP
GROUP, L.L.C., a Delaware limited
liability company (“Buyer”)  and WIRELESS FACILITIES, INC., a Delaware corporation (“Seller”).


WITNESSETH:


WHEREAS, Seller is the holder of
a subordinated promissory note (the “Note”),
dated June 1, 2007 issued by LCC
INTERNATIONAL, INC., a Delaware Corporation (“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”); and


WHEREAS, Seller is willing, subject to the terms of this
Agreement, to
sell to Buyer all of its right, title and interest in, to and under the Note and the
Holder Registration Rights Agreement, and Buyer is willing, subject to the
terms of this Agreement, to acquire all of Seller’s right, title and interest
in, to and under the Note.


NOW, THEREFORE, in consideration of the
mutual promises herein set forth and other valuable consideration, the receipt of which are
hereby acknowledged, Seller and Buyer 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
Note Sale Agreement, including all Schedules and Exhibits hereto.


“Assignment Agreement”
means the Assignment Agreement, dated the date hereof, by and among Buyer,
Seller, LCC and others.


“Governmental Authority”
means any federal, state, municipal, national, or other government,
governmental department, commission, board, bureau, court, agency or
instrumentality or political subdivision thereof or any entity or officer
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to any government or any court, in each case whether
associated with a state of the United States, the United States, or a foreign
entity or government.


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


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


“Person” means and includes
natural persons, corporations, limited partnerships, general partnerships,
limited liability companies, limited liability partnerships, joint stock
companies, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other













organizations, whether or not
legal entities, and Governmental Authorities.


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


“Purchase Price” means an amount equal
to $20,612,387.


“Senior Lenders” means that term
as defined in the Assignment Agreement.


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


“Wire Transfer Instructions”
means the instructions  for wire transferring the Purchase Price as set forth in Exhibit A attached
hereto.


SECTION 2   PURCHASE AND SALE OF THE NOTE


2.1           Agreement to Sell and Purchase Note. Seller agrees to sell, and Buyer agrees to
purchase, the Note, subject to the terms, provisions, conditions, limitations,
waivers and disclaimers set forth in this Agreement and the Assignment
Agreement.


2.2           Purchase Price/Payment.  On
the date hereof, Buyer shall pay to Seller an amount
equal to the Purchase Price pursuant to the Wire Transfer Instructions.


2.3           Assignment.  On the date hereof,
pursuant to this Agreement and the Assignment Agreement, Seller is
selling, assigning and transferring to Buyer, and Buyer is accepting,
purchasing and acquiring, 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   TRANSFER
OF DOCUMENTS


3.1           Delivery of
Documents.  On the date hereof,
Seller shall deliver to Buyer, at such place and at such time as Buyer may
designate (a) the original Note and (b) the Transaction Documents.


3.2           Transaction Documents. 
Seller hereby represents and warrants to Buyer that (i) true, complete
and correct copies of the Transaction Documents have been previously provided
to Buyer by Seller, including the potential adjustments to the principal amount
of the Note set forth in the Note and the Asset Purchase Agreement, and (ii)
there are no other material agreements, arrangements, documents or instruments
to which Seller 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) and (iii) upon the execution of this Agreement and
the Assignment Agreement, Buyer will have all rights of Seller under the Note.



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SECTION 4   REPRESENTATIONS, WARRANTIES AND COVENANTS OF
BUYER


Buyer hereby represents,
warrants and covenants, as applicable, to Seller that:


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 shares of 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           No
Brokers.  Buyer has had no dealings,
negotiations or consultations with any broker, salesman, finder, or other
intermediary to whom compensation is due by Seller in connection with the
transaction contemplated by this Agreement.


4.6           Purchase
Price Adjustment.  If, pursuant to
the terms of the Note, the principal amount of the Note is increased to exceed
$21,583,651, Buyer will, within 5
business days of receiving written notice from Seller of such increase, pay to
Seller an amount equal to 95.5% of such excess.


SECTION 5   REPRESENTATIONS
AND WARRANTIES OF SELLER


Seller
hereby represents and warrants to Buyer that:


5.1           Authorization.  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.


5.2           Title.  Seller has good and
marketable title to the Note.  The Note and the other Transaction Documents
have not been assigned or pledged by Seller and are subject to no participation
interests, and Seller has full right and authority, subject to no interest of,
or agreement with, any other party, to sell and assign the same pursuant to
this Agreement.  Other than the rights of
KeyBank National



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Association
which have been duly waived with respect to the transactions contemplated under
this Agreement, and will not affect Buyer obtaining title to the Note, free and
clear of liens, mortgages, security interests, encumbrances or charges
of any kind (“Liens”) and no Liens
exist upon or with respect to the Note, the Assigned Interests or any interest
therein, and upon delivery and payment for the Note, Buyer will acquire good
and marketable title to the Note and the Assigned Interests, free and clear of
any lien, mortgage, security interest or other encumbrance.  Other
than the rights of the Senior Lenders which have been duly waived with respect
to the transactions contemplated under this Agreement, Seller has not
used the Note, or any interest therein, as security, collateral or otherwise
encumbered the Note and has not previously transferred the Note or any interest
therein to any person or entity.


5.3           Approvals.  Except for the consent of each of LCC,
KeyBank National Association and the Senior Lenders, each of which has been
obtained, no approval, consent or authorization of the transactions
contemplated by this Agreement from any Person is required.  No filing is required to be made by Seller in
connection with the transactions contemplated by this Agreement.


5.4           Status of the
Note.  As of the date hereof (a) the Principal Balance of the Note is $21,583,651 and
(b) 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.  To Seller’s
knowledge, no Event of Default (as that term is defined in the Note) has
occurred and is continuing under the Note. 
As of the date hereof, Seller has received all payments of the principal
and interest on the Note when due and has not received any prepayment.


5.5           No Release.  The Note has not been satisfied, canceled,
redeemed, subordinated or rescinded, in whole or in part, and, no lien under
any of the Transaction Documents has been released, in whole or in part, nor
has any instrument been executed that would effect any such release,
cancellation, redemption, subordination or rescission.


5.6           Securities Laws.  Neither Seller nor anyone acting on
its behalf has taken any action in connection with the Note that would
constitute a violation of Section 5 of the 1933 Act or any state securities
law, or require registration or qualification of the Note pursuant to the Act
or any state securities law; nor will Seller act, nor has it directed or will
it direct any person to act, in such manner with respect to the Note.


5.7           Transfer.  Seller will take all
steps reasonably requested by Buyer to effect transfer and re-registration of
the Note in Buyer’s name.


5.8           Reliance.  Seller is fully aware that, in agreeing to
purchase the Note from Seller, Buyer is relying on the truth and accuracy of
the foregoing representations, warranties and agreements.


5.9           No Brokers.  Seller has had no dealings, negotiations or
consultations with any broker, salesman, finder, or other intermediary to whom
compensation is due in connection with the transaction contemplated by this
Agreement, except for KeyBank National
Association, whose fee shall be the sole responsibility of the Seller.


SECTION 6   NOTICES


Unless
otherwise provided for herein, all notices and other communications required or
permitted hereunder shall be in writing (including a
writing delivered by facsimile transmission)  and shall be deemed to have been duly given (a) when delivered, if sent
by registered or certified mail, postage prepaid, return
receipt requested, (b) when delivered, if delivered personally, (c) when
received but no later than the second business day following mailing, if sent
by a nationally-recognized overnight mail or
overnight courier



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service, postage
prepaid, or (d) when received, if sent by facsimile, in each case to the
parties at the following addressees (or at such other addresses as shall be
specified by like notice):


	
  If to Buyer:

  	
  c/o SILVER POINT
  FINANCE, LLC

  
	
   

  	
  Two Greenwich, Plaza, First Floor Greenwich, CT
  06830

  
	
   

  	
  Attention:
  Tim Skoufis

  
	
   

  	
  Telecopier: 203-286-2139

  
	
   

  	
   

  
	
  If to Seller:

  	
  Wireless Facilities, Inc.

  
	
   

  	
  Attention:
  James Edwards, Esq.

  
	
   

  	
  Bridge Pointe
  Corporate Center

  
	
   

  	
  4810 Eastgate
  Mall

  
	
   

  	
  San Diego, CA
  92121

  
	
   

  	
  Phone: (858)
  228-2000

  
	
   

  	
  Fax: (858)
  523-5941

  
	
   

  	
   

  
	
  With a copy

  	
   

  
	
  (not
  constituting notice) to:

  	
  Morrison & Foerster LLP

  
	
   

  	
  Attention:
  Scott M. Stanton, Esq.

  
	
   

  	
  12531 High Bluff
  Drive, Suite 100

  
	
   

  	
  San Diego, CA
  92130

  
	
   

  	
  Phone: (858)
  720-5100

  
	
   

  	
  Fax: (858)
  720-5125

  
			



 


SECTION 7   MISCELLANEOUS
PROVISIONS


7.1           Non-Merger/Survival.  Each
and every covenant, agreement and release herein made by Buyer or Seller 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



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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 maybe 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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BLANK]



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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:

  	
   

  
					



 











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

  
					












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 BANK OF AMERICA, N.A.  in
its capacity as agent.


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











EXHIBIT A


WIRE TRANSFER INSTRUCTIONS


WIRELESS FACILITIES, INC. INCOMING WIRE
INSTRUCTIONS:


Wells Fargo Bank,
N.A.


420 Montgomery
Street


San Francisco,
CA  94104


ABA (wire routing
transit number) #121000248


Beneficiary Account
Name: Wireless Facilities, Inc.


Beneficiary Account Number: 4121324313