Exhibit 10.46THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER ANDTO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, FROM TIME TO TIME, THE“SUBORDINATION AGREEMENT”) DATED AS OF JUNE 1, 2007, AMONG BANK OF AMERICA, N.A., LCCINTERNATIONAL, INC. AND CERTAIN OF ITS SUBSIDIARIES AND WIRELESS FACILITIES, INC., AND THE HOLDEROF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THESUBORDINATION AGREEMENT.SUBORDINATED PROMISSORY NOTE$21,583,651 June 1, 2007          FOR VALUE RECEIVED, LCC International, Inc., a Delaware corporation (the “Maker”),promises to pay to SPCP Group, L.L.C., a Delaware limited liability company (the “Holder”),at Two Greenwich Plaza, First Floor, Greenwich, CT 06830, or at such other place as the Holder ofthis Note may from time to time designate, on June 1, 2010 (the “Maturity Date”), theprincipal amount of Twenty-One Million Five Hundred Eighty-three Thousand Six Hundred Fifty-oneDollars ($21,583,651) (which amount may be increased or decreased from time to time without furtherconsent of the Maker and the Holder pursuant to the terms of the Purchase Agreement, as definedbelow, as reflected on Schedule 1 attached hereto), or such lesser amount as may beoutstanding under this Note on the Maturity Date, together with interest on the unpaid principalamount hereof from the date hereof, until paid in full, said interest to be computed and paid asset forth below. For purposes of clarification, (i) any increase to the principal amount underthis Note pursuant to the terms of the Purchase Agreement shall be deemed to be outstanding as ofthe date hereof and interest shall accrue on such principal amount from the date of this Note and(ii) any decrease to the principal amount under this Note pursuant to the terms of the PurchaseAgreement shall be deemed to be made as of the date hereof and the interest under this Note shallbe calculated accordingly. All payments hereunder shall be made in lawful money of the UnitedStates of America.          Interest on the unpaid principal amount hereof shall be computed on the basis of actual dayselapsed over a 360-day year, at a floating rate of one-month LIBOR (LIBOR to reset on the firstBusiness Day of each month) plus(a) from the date of this Note to and including June 30, 2007, 4% per annum,(b) from July 1, 2007 to and including July 31, 2007, 5% per annum,(c) from August 1, 2007 to and including August 31, 2007, 6% per annum,(d) from September 1, 2007 to and including September 30, 2007, 7% per annum,
 

 
(e) from October 1, 2007 to and including December 31, 2007, 8% per annum,(f) from January 1, 2008 to and including June 30, 2008, 9% per annum,(g) from July 1, 2008 to and including December 31, 2008, 10% per annum,(h) from January 1, 2009 to and including June 30, 2009, 11% per annum,(i) from July 1, 2009 to and including December 31, 2009, 12% per annum,(j) from January 1, 2010 to (but not including) the Maturity Date, 13% per annum, and(k) if the principal amount and interest accrued thereon under this Note is not paid in fullon or prior to the Maturity Date, an increase of 1% per annum to the then applicable ratedetermined hereunder for each six month period beginning on July 1 and January 1 of eachyear, until the Note is paid in full.For purposes of this Note, “LIBOR” means, for any interest period described above, the rateper annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as publishedby Reuters at approximately 11:00 a.m., London time, two Business Days prior to the commencement ofsuch interest period, for dollar deposits (for delivery on the first day of such interest period)with a term most closely approximating such interest period.          Subject to the terms of the Subordination Agreement, interest payments shall be due (i) withrespect to the period commencing on the Closing Date and ending on June 30, 2007, in arrears on thefifth (5th) Business Day following the date on which the Maker shall have delivered tothe lenders the financial statements for, and the Compliance Certificate (as defined in the CreditAgreement (as defined below)) with respect to, calendar quarter ended June 30, 2007 required to bedelivered under the Credit Agreement and (ii) with respect to each calendar quarter commencing onor after July 1, 2007, in arrears on the fifth (5th) Business Day following the date onwhich the Maker shall have delivered to the Lenders the financial statements for, and theCompliance Certificate with respect to, such calendar quarter required to be delivered under theCredit Agreement (each an “Interest Payment Date”). All accrued and unpaid interest shallbe paid in full on the Maturity Date.          In the event the Maker fails to pay interest under this Note within five (5) Business Daysfollowing the date on which the Maker is required to deliver quarterly or annual financialstatements, as applicable, under the Credit Agreement (i) with respect to any two (2) consecutiveInterest Payment Dates during the period commencing on July 1, 2007 and ending on June 30, 2008 or(ii) with respect to any one Interest Payment Date occurring after July 1, 2008, the Holder shallbe entitled, by delivery of written notice to the Maker within forty-five (45) days following suchInterest Payment Date (the “Election Notice”), to convert the total amount of interest dueon such Interest Payment Date, or in the case of the foregoing clause (i), such two (2) InterestPayment Dates (the “Total Unpaid Interest”) into a number of shares of the Maker’s Class ACommon Stock, par value $0.01 per share (the “Maker Common Stock”) equal to the quotientobtained by dividing (a) the Total Unpaid Interest on the date of the Election
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Notice by (b) the average of the closing prices of the Maker Common Stock as reported on the NASDAQGlobal Market or other national stock exchange for the last ten (10) trading day period ending two(2) days prior to the delivery of the Election Notice in accordance with the terms hereof (the“Common Stock Price”). No fractional shares will be issued upon the conversion of theTotal Unpaid Interest. In lieu of any fractional shares to which Holder would otherwise beentitled, Maker shall pay Holder in cash that amount of the unconverted Total Unpaid Interest equalto such fraction multiplied by the Common Stock Price. Maker shall issue and deliver to Holderwithin seven (7) Business Days after the date of the Election Notice a certificate for the numberof shares of Maker Common Stock to which Holder is entitled upon such conversion of the TotalUnpaid Interest, including a check payable to Holder for any cash amounts payable in lieu offractional shares as described above. Holder’s Election Notice shall contain such representationsas the Maker shall reasonably request to satisfy itself that the issuance of such shares to theHolder is exempt from registration under the Securities Act of 1933, as amended, and the rules andregulations promulgated thereunder (the “1933 Act”) and applicable state securities laws.Notwithstanding the foregoing, in accordance with NASDAQ Marketplace Rule 4350(i) (the“Marketplace Rule”), Maker shall not issue any shares which shall result in the aggregatenumber of shares of Maker Common Stock issued pursuant to this Note to exceed of 19.999% of theshares of Maker Common Stock outstanding on the date hereof (taking into account any stock splitsor reverse stock splits in the Maker Common Stock occurring after the date hereof) without firstobtaining the required stockholder consent pursuant to the Marketplace Rule; *provided, however*,that Maker shall use its commercially reasonable best efforts to obtain any required stockholderapproval as soon as possible following receipt of any Election Notice. Any shares of Maker CommonStock issued pursuant to this paragraph, including any Maker Common Stock issued as a dividend orother distribution with respect to, or in exchange for, or in replacement of such Maker CommonStock, shall be subject to registration for resale under the 1933 Act upon the terms and conditionsset forth in Exhibit A hereto.          Subject to the terms of the Subordination Agreement, the unpaid principal amount of, and anyaccrued interest on, this Note must be prepaid:     (a) with the one hundred percent (100%) of the Net Cash Proceeds received by the Maker or itsSubsidiaries (as defined in the Credit Agreement), until this Note is paid in full, in respect ofany issuance of equity security for cash (other than pursuant to employee benefit plans) or debtfinancing that is subordinated to the obligations of the Maker and its Subsidiaries under theCredit Agreement, other than (i) any debt financing under the Credit Agreement, (ii) a refinancingof existing debt financing or (iii) debt financing for working capital of one or more ForeignSubsidiaries; and     (b) upon a Change of Control (as defined below) of the Maker, provided that no event ofdefault under the Credit Agreement (other than an event of default as a result of such Change ofControl) has occurred and is continuing.Any prepayment, including under subsections (a) or (b) above, shall be without premium or penalty.
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          Subject to the Subordination Agreement, the unpaid principal amount of, and any accruedinterest on, this Note may be prepaid in whole or in part at any time or times without premium orpenalty.          For purposes of this Note, a “Change of Control” means (a) an event or series ofevents by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder(the “1934 Act”) but excluding any employee benefit plan of such person or itssubsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciaryor administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed tohave “beneficial ownership” of all Equity Interests that such person or group has the right toacquire, whether such right is exercisable immediately or only after the passage of time (suchright, an “option right”)), directly or indirectly, of fifty-one percent (51%) of the EquityInterests of the Maker entitled to vote for members of the board of directors or equivalentgoverning body of the Maker on a fully diluted basis (and taking into account all such securitiesthat such person or group has the right to acquire pursuant to any option right) or (b) the sale ortransfer of all or substantially all of the assets of the Maker, whether in a single transaction ora series of related transactions.          For purposes of this Note, the following defined terms shall have the meanings provided forsuch terms in that certain Amended and Restated Credit Agreement (as amended, modified, restated,supplemented or refinanced from time to time, the “Credit Agreement”), dated as of May 29,2007, among the Maker, certain Subsidiaries of the Maker, the lenders party thereto and Bank ofAmerica, N.A. as administrative agent, as in effect on May 29, 2007: “Net Cash Proceeds,”“Foreign Subsidiaries” and “Equity Interests.”          Each prepayment shall be applied first to the payment of all interest and other amountsaccrued hereunder on the date of any such prepayment, and the balance of any such prepayment shallbe applied to the principal amount hereof. No prepayment shall entitle any person to besubrogated to the rights of the Holder unless and until this Note has been paid in full.          This Note is made and delivered pursuant to and in accordance with the terms and conditions ofthat certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of May 29, 2007,by and between the Maker and the Holder and is subject to the terms and conditions of the PurchaseAgreement, which are, by this reference incorporated herein and made a part hereof. Capitalizedterms used but not defined herein shall have the meanings given to such terms in the PurchaseAgreement.          So long as any principal or interest payments are outstanding hereunder, the Maker agrees toprovide to the Holder of this Note, at such Holder’s election, the following:     (a) A copy of each quarterly and annual Compliance Certificate delivered by the Maker to Bankof America, N.A. pursuant to the requirements of the Credit Agreement;
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     (b) Notice of any default or event of default given or received under the Credit Agreement;and     (c) In the event that the Maker ceases to be a public company, (i) a consolidated andconsolidating balance sheet of the Maker and its Subsidiaries as of the end of each fiscal yearthereafter, and the related consolidated and consolidating statements of income or operations,shareholders’ equity and cash flows for such fiscal year, and (ii) a consolidated balance sheet ofthe Maker and its Subsidiaries as of the end of each of the first three fiscal quarters of eachfiscal year thereafter, and the related consolidated statements of income or operations,shareholders’ equity and cash flows for such fiscal year.          The occurrence of any one or more of the following events with respect to the Maker shallconstitute an event of default (“Event of Default”) hereunder:     (a) Failure to pay, when due, the principal or any interest payable hereunder, and continuanceof such failure for fifteen (15) business days after the Holder notifies the Maker thereof inwriting; *provided*, *however*, that the exercise by the Maker in good faith of its right of setoffpursuant to this Note, whether or not ultimately determined to be justified, shall not constitutean Event of Default;     (b) The admission by the Maker in writing of its inability to pay its debts as such debtsbecome due, or the making by the Maker of any general assignment for the benefit of creditors;     (c) The commencement by the Maker of any case, proceeding, or other action seekingreorganization, arrangement, adjustment, liquidation, dissolution, or composition of it or itsdebts under any law relating to bankruptcy, insolvency, or reorganization, or relief of debtors, orseeking appointment of a receiver, trustee, custodian, or other similar official for it or for allor any substantial part of its property; or     (d) The commencement of any case, proceeding, or other action against the Maker seeking tohave any order for relief entered against the Maker as debtor, or seeking reorganization,arrangement, adjustment, liquidation, dissolution, or composition of the Maker or its debts underany law relating to bankruptcy, insolvency, reorganization, or relief of debtors, or seekingappointment of a receiver, trustee, custodian, or other similar official for the Maker or for allor any substantial part of the property of the Maker, and (i) the Maker shall, by any act oromission, indicate its consent to, approval of, or acquiescence in such case, proceeding, oraction, or (ii) such case, proceeding, or action results in the entry of an order for relief whichis not fully stayed within seven (7) Business Days after the entry thereof, or (iii) such case,proceeding, or action remains undismissed for a period of sixty (60) days or more or is dismissedor suspended only pursuant to Section 305 of the United States Bankruptcy Code or any correspondingprovision of any future United States bankruptcy law.          Subject to the subordination provisions of the Subordination Agreement, upon the occurrence ofany such Event of Default hereunder, the entire principal amount hereof, and all accrued and unpaidinterest thereon, shall, at the option of the Holder, be accelerated, and shall thereupon becomeimmediately due and payable and the Holder shall be entitled to exercise any
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one or more of the rights and remedies provided by applicable law; provided that in thecase of clauses (b), (c) and (d) above, such acceleration shall occur automatically without demandor notice. Failure to exercise said option or to pursue such other remedies shall not constitute awaiver of such option or such other remedies or of the right to exercise any of the same in theevent of any subsequent Event of Default hereunder.          The Holder of this Note, by acceptance hereof, agrees that the Note and the indebtednessrepresented hereby, and the payment of principal of and all present and future interest hereon, isexpressly subordinated and junior in right of payment to the prior payment in full of the SeniorDebt (as defined in the Subordination Agreement).          The Holder of this Note may at any time assign all (but not less than all) of its rights andobligations under this Note to an assignee; *provided, however*, that prior to June 1, 2008, theHolder may assign its rights and obligations under this Note to an assignee only upon (a) aconsolidation or merger of the Holder with and into another entity or (b) a sale by the Holder ofall or substantially all of its assets. Subject to the preceding sentence, this Note will bebinding in all respects upon the Maker and inure to the benefit of the Holder and its successorsand assigns.          Any payment on this Note coming due on a Saturday, a Sunday, or a day which is a legal holidayin the place at which a payment is to be made hereunder shall be made on the next succeeding daywhich is a Business Day, and any such extension of the time of payment shall be included in thecomputation of interest hereunder.          Except as explicitly provided herein, the Maker hereby waives presentment, protest, demand,notice of dishonor, and all other notices, and all defenses and pleas on the grounds of anyextension or extensions of the time of payments or the due dates of this Note, in whole or in part,before or after maturity, with or without notice.          No single or partial exercise by the Holder of any right hereunder shall preclude any other orfurther exercise thereof or the exercise of any other rights. No delay or omission on the part ofthe Holder in exercising any right hereunder shall operate as a waiver of such right or of anyother right under this Note.          This Note and all agreements between the Maker and the Holder relating hereto are herebyexpressly limited so that in no contingency or event whatsoever, whether by reason of accelerationor otherwise, shall the amount paid or agreed to be paid to the Holder for the use, forbearance ordetention of money hereunder exceed the maximum amount permissible under applicable law. If fromany circumstance whatsoever fulfillment of any provision hereof, at the time performance of suchprovision shall be due, shall involve transcending the limit of validity prescribed by law, then,ipsofacto, the obligation to be fulfilled shall be reduced to the limit of suchvalidity, and if from any such circumstance the Holder shall ever receive interest, or anythingwhich might be deemed interest under applicable law, which would exceed the highest lawful rate,such amount which would be excessive interest shall be applied to the reduction of the principalamount owing on account of this Note and not to the payment of interest, or if such excessiveinterest exceeds the unpaid balance of principal of this Note, such excess shall be
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refunded to the Maker. All sums paid or agreed to be paid to the Holder for the use, forbearanceor detention of the indebtedness of the Maker to the Holder shall, to the extent permitted byapplicable law, be deemed to be amortized, prorated, allocated and spread throughout the full termof such indebtedness until payment in full so that the actual rate of interest on account of suchindebtedness is uniform throughout the term thereof. The terms and provisions of this paragraphshall control and supersede every other provision of this Note and all other agreements between theMaker and the Holder.          Except as otherwise provided in Exhibit A, this Note shall be governed by the laws ofthe State of New York, without regard to the conflicts of law principles that would result in theapplication of any law other than the law of the State of New York.          Except as otherwise provided in this Note, including without limitation in Exhibit A,(a) all notices, communications and deliveries required or made pursuant to this Note shall be madein accordance with the procedures specified in Section 12.1 of the Purchase Agreement and(b) any dispute arising out of or relating to this Note shall be resolved in accordance with theprocedures specified in Section 12.7 of the Purchase Agreement.          This Note has been issued by the Maker pursuant to the Assignment Agreement, dated as of July3, 2007, by and among Wireless Facilities, Inc., a Delaware corporation (“WFI”), the Holderand the Maker and, with respect to certain provisions thereof, Bank of America, N.A.. (the“Assignment Agreement”) in exchange for the “Note” assigned by WFI to the Holder pursuantto the Assignment Agreement.
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          IN WITNESS WHEREOF, the Maker has executed this Note as of the date first set forth above.      LCC INTERNATIONAL, INC.