Exhibit 10.2


SUBORDINATION AGREEMENT


THIS SUBORDINATION AGREEMENT (this “Agreement”)
is made as of       , 2007, by and among WIRELESS
FACILITIES, INC., a Delaware corporation, in its capacity as the holder of the
Junior Note referenced below (including its successors and assigns in such
capacities, the “Junior Noteholder”), 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 referenced
below and LCC INTERNATIONAL, INC., a Delaware corporation (the “Company”)
and the other Loan Parties (defined below) from time to time party hereto.


RECITALS


WHEREAS, the Senior Lenders have made credit
accommodations available to the Loan Parties pursuant to the terms and
provisions of that certain Amended and Restated Credit Agreement dated as of
May 29, 2007 among the Senior Lenders, the Senior Agent and the Loan Parties
from time to time party thereto  (as
amended, modified, restated, supplemented or refinanced from time to time, the “Senior
Credit Agreement”);


WHEREAS, in connection with the acquisition
contemplated by the Senior Credit Agreement, the Company has issued to the
Junior Noteholder a promissory note, dated as of the date hereof, a copy of
which is attached hereto as Exhibit A (the “Junior Note”); and


WHEREAS, as a condition precedent to the Senior
Lenders making extensions of credit under the Senior Credit Agreement to
finance the WFI Acquisition (as defined in the Senior Credit Agreement), the Senior
Lenders have required the execution and delivery of this Agreement by the
Junior Noteholder and the Loan Parties, in order to set forth the relative
rights and priorities of the Senior Lenders and the Junior Noteholder in
respect of the indebtedness under the Senior Credit Agreement and the Junior
Note, respectively.


NOW, THEREFORE, in consideration of the above
recitals and the provisions set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


Section 1.               Definitions.
All capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Senior Credit Agreement. In addition, for
purposes of this Agreement, the following terms used herein shall have the
following meanings:


“Collateral” shall mean all real and personal
property of the Loan Parties.


“Enforcement Action” shall mean any action
(other than an action for specific performance (but no other remedy) against
the Company to enforce the Company’s obligation to issue common stock as
payment-in-kind in respect of interest payments) whether legal, equitable,
judicial, non-judicial or otherwise to enforce or attempt to enforce any right
or remedy available to the Junior Noteholder under the Junior Note or any
applicable law or to collect or receive any amounts under the Junior Note
including, without limitation, any action taken by the Junior Noteholder to (a)
repossess, replevy, attach, garnish, levy upon, collect the proceeds of,
foreclose or realize any Lien upon, sell, liquidate or otherwise dispose of, or
otherwise restrict or interfere with the use of, any Collateral, whether by
judicial action, under power of sale, by self-help repossession, by set-off, by
notification to account obligors of any Loan Party, or otherwise, or (b)
commence or pursue any judicial, arbitral or other proceeding or legal action
of any kind, including, without limitation, seeking injunctive or other
equitable relief to prohibit, limit or



 1
 









impair the commencement or pursuit by the Senior Agent or any Senior
Lender of any of its rights or remedies with respect to the Collateral under or
in connection with the Loan Documents or otherwise available to the Senior
Agent or any Senior Lender under applicable law, or (c) commence or join with
any other Person in commencing any Proceeding in connection with any Loan Party
or any of its or their assets or properties or the Junior Debt, or (d)
accelerate payment of the outstanding amount of the Junior Note.


“Junior Debt” shall mean and include all
debt, liabilities and obligations of each Loan Party to the Junior Noteholder
under or in respect of the Junior Note, as amended, modified, restated or
supplemented from time to time, whether now or hereafter created, incurred or
arising, and however made or incurred, and whether direct or indirect, absolute
or contingent, due or to become due, joint or several, or secured or unsecured,
including all principal, interest (whether cash or pay in kind), fees, charges,
expenses, attorneys’ fees, and other amounts owing by any Loan Party to the
Junior Noteholder under the Junior Note or otherwise.


“Lien” shall mean any security interest,
mortgage, pledge, hypothecation, assignment, deposit arrangement or other
encumbrance.


“Loan Documents” shall mean the Loan
Documents, as defined in the Senior Credit Agreement.


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


“Paid in Full” and “Payment in Full”
shall mean, with respect to the Senior Debt, that: (a) all of the Senior Debt
(other than contingent indemnification obligations not yet asserted) have been
paid, performed or discharged in full (with all such debt consisting of
monetary or payment obligations having been paid in full in cash or cash
equivalents acceptable to the Senior Lenders and, with respect to all letters
of credit outstanding thereunder, such letters of credit having been secured by
cash collateral or backstop letters of credit acceptable to the Senior Agent
and the Senior Lenders) and (b) no Person has any further right to obtain any
loans or other extensions of credit under the documents relating to the Senior
Debt.


“Proceeding” shall mean any (a) insolvency,
bankruptcy, receivership, custodianship, liquidation, reorganization,
readjustment, composition or other similar proceeding relating to any Loan
Party or any of their respective properties, whether under any bankruptcy,
reorganization or insolvency law or laws, federal or state, or any law, federal
or state, relating to relief of debtors, readjustment of indebtedness,
reorganization, composition or extension, including, without limitation, under
Title 11 of the United States Code (11 U.S.C. Section 101 et seq.) as now or
hereafter in effect, or any successor thereto, (b) proceeding for any
liquidation, liquidating distribution, dissolution or other winding up of any
Loan Party, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings, (c) assignment for the benefit of creditors of any Loan
Party or (d) other marshaling of the assets of any Loan Party.


“Senior Debt” shall mean and include all
indebtedness, obligations and liabilities of any Loan Party to the Senior
Lenders, whether now or hereafter created, incurred or arising, and whether
direct or indirect, absolute or contingent, primary or secondary, due or to
become due, or joint or several that arise under the Loan Documents, including
without limitation all Obligations, including any amendments, modifications,
supplements, increases or refinancings thereof; provided, that the
principal amount of the Loans under the Senior Credit Agreement in excess of
$40,000,000 (if any), and interest and fees in 



 2
 









connection with such excess principal amount of Loans, shall be not be
considered Senior Debt for purposes of this Agreement.


“Senior Lenders” means any holder of all or
part of the Senior Debt, including the Senior Agent, and each of their
respective affiliates, successors and assigns, and such Persons shall be
referred to collectively as the “Senior Lenders”.


Section 2.               Subordination.


(a)           The Junior Debt shall be subordinate
and junior in right of payment to the prior performance, satisfaction and
Payment in Full of all Senior Debt, to the extent and in the manner provided
for in this Agreement, and the Junior Noteholder, by acceptance of the Junior
Note whether upon original issuance, transfer, assignment or exchange, agrees
to be bound by the provisions of this Agreement.


(b)           Notwithstanding any provision of the
Junior Note to the contrary and in addition to any other limitations set forth
herein, no payment (whether made in cash, securities or other property) of
principal, interest or any other amount due with respect to the Junior Note
shall be made or received until all of the Senior Debt is Paid in Full; provided
that the Company may make and the Junior Noteholder may receive (i) scheduled
quarterly payments of interest in cash on the Junior Note so long as (A) no
Default or Event of Default under the Senior Credit Agreement exists or would
result therefrom and (B) after giving effect to such payments, the Consolidated
Fixed Charge Coverage Ratio (as calculated on a Pro Forma Basis) would be at
least 1.05 to 1.0, (ii) so long as no Default or Event of Default under the
Senior Credit Agreement exists or would result therefrom, payment of all (but
not less than all) of the outstanding principal and accrued interest on the
Junior Note with cash proceeds from the issuance of other Subordinated Debt,
(iii) so long as no Default or Event of Default under the Senior Credit
Agreement exists or would result therefrom, payment of any of the outstanding
principal and accrued interest on the Junior Note with cash proceeds from
Equity Issuances of the Company occurring after the Closing Date, and (iv) any “payments
in kind” (including payments made with common capital stock of the Company but
not any payments in cash) in respect of the Junior Note as in effect on the
date hereof.


(c)           Each Loan Party covenants and agrees
not to make or permit or cause any other Person to make, and the Junior
Noteholder agrees not to receive or collect or permit to be received or
collected, directly or indirectly, any payment on or with respect to the Junior
Debt unless such payment is expressly permitted under this Agreement.


(d)           The Junior Noteholder agrees that the
Junior Note will at all times bear a legend indicating (i) that such promissory
note is subject to this Agreement and (ii) that each holder of such promissory
note, by accepting such note, agrees to be bound by the provisions of this
Agreement.


Section 3.               Acknowledgement of Junior
Noteholder / Junior Note Unsecured.


(a)           Acknowledgment of Validity of
Senior Debt / Liens.  The Junior
Noteholder hereby agrees that in no event shall the Junior Noteholder
institute, encourage, or join as a party in the institution of, or assist in
the prosecution of, any action, suit or other proceeding (including any
contested matter in any proceeding) seeking a determination that the Senior
Debt (or any payment thereof) is invalid, unenforceable or avoidable, or that
any Lien in favor of the Senior



 3
 









Agent or any Senior Lender
in any of the Collateral is invalid, unenforceable, unperfected or avoidable,
or is or should be subordinated to the interests of any Person.


(b)           No Liens by Junior Noteholder.  Until the Senior Debt shall be Paid in Full,
the Junior Noteholder shall not seek to obtain, and shall not take, accept,
obtain or have, any Lien in any asset or property of any Loan Party or any
other Person as security for the Junior Note, or any part thereof, and, if and
to the extent that any such Lien at any time exists in favor of the Junior
Noteholder, such Liens are hereby subordinated to all Liens now or hereafter
existing, for the benefit of or in favor of the Senior Lenders or any of their
Affiliates or their successors or assigns granted or given by any Loan Party or
any of its or their Affiliates, successors or assigns to secure the Senior
Debt, or any part thereof, notwithstanding the date or order of attachment,
creation, effectiveness or perfection of any of the foregoing or the provision
of any applicable law or otherwise. The Junior Noteholder represents that, as
of the date hereof, the Junior Noteholder has not taken or accepted any Lien in
any asset or property of any Loan Party or any other Person to secure the
Junior Note.


Section 4.               Exercise
of Remedies.  The Junior Noteholder
shall not take any Enforcement Action with respect to any Junior Debt until 180
days after the Senior Debt has been Paid in Full. If the Junior Noteholder
initiates any Enforcement Action in violation of the terms of this Agreement,
the Senior Agent may intervene and interpose the agreement of the Junior
Noteholder contained herein as a defense thereto and shall be entitled to
specific performance of the terms hereof.


Section 5.               Turnover
of Payments.  If any payment,
distribution or security (except for payments permitted under Section 2(b)
hereof) or any proceeds of thereof, shall be collected or received by the
Junior Noteholder in respect of the Junior Note in contravention of any of the
terms of this Agreement, then the Junior Noteholder will hold such payment,
distribution or security in trust for the benefit of the Senior Lenders and
will forthwith deliver such payment, distribution, security or proceeds to the
Senior Agent to be applied to the Senior Debt. If, at any time after Payment in
Full of the Senior Debt, any payments of the Senior Debt must be disgorged by
the holders thereof for any reason (including, without limitation, the
bankruptcy of any Loan Party), this Agreement and the relative rights and
priorities set forth herein shall be reinstated as to all such disgorged
payments as though such payments had not been made and the Junior Noteholder
shall immediately pay over all payments received with respect to the Junior
Debt (to the extent that such payments would have been prohibited hereunder) to
the Senior Agent to be applied to the applicable Senior Debt.


Section 6.               Waivers and Agreements of
Junior Noteholder.  The Junior
Noteholder hereby waives any defense based on the adequacy of a remedy at law
or equity which might be asserted as a bar to the remedy of specific
performance of the terms of this Agreement in any action brought therefor by
the Senior Lenders.


Section 7.               Bankruptcy
or Other Proceeding.  If there shall
occur any Proceeding (a) the Senior Lenders shall be entitled to receive
Payment in Full of the Senior Debt before the Junior Noteholder shall be
entitled to receive any payment or distribution, whether in cash, securities or
other property, in respect of any amounts due with respect to the Junior Debt
at the time outstanding, and (b) any payment or distribution, whether in cash,
securities or other property payable or deliverable in respect of the amounts
due under or with respect to the Junior Debt shall be paid or delivered, to the
extent of the unpaid balance of the Senior Debt, directly to the Senior Agent. In
the event of any proceedings in connection with a Proceeding, the Senior Agent
and the Senior Lenders shall be entitled to rely upon this Agreement, which the
parties acknowledge is enforceable in accordance with its terms upon the
occurrence of any Proceeding, and shall have the right to prove, in addition to
their claims on account of the Senior Debt, their claims hereunder in any such
proceeding, so as to establish their rights hereunder



 4
 









and to receive directly from any receiver, trustee or other court
officer or custodian’ distributions of any sort which would otherwise be
payable on account of the Junior Debt.


Section 8.               Amendments.


(a)           Amendments to Loan Documents.  The Junior Noteholder hereby agrees that
nothing contained in this Agreement, the Junior Note or in any other agreement
or instrument binding upon any of the parties hereto shall in any manner limit
or restrict the ability of the Senior Agent or the Senior Lenders from
increasing, or changing the terms of, the loans under the Loan Documents, or
otherwise waiving, amending or modifying any of the terms and conditions of the
Loan Documents, in such manner as the Senior Agent and the Senior Lenders and
the Loan Parties shall mutually determine; provided, that the Senior
Lenders shall not enter into any amendment of the Loan Documents that would
extend the maturity date of all or any portion of the Senior Credit Agreement
beyond November 30, 2012 without the prior written consent of the Junior Noteholder.
The Junior Noteholder hereby further agrees that no waivers, amendments,
modifications or compromises, or any other renewals, extensions, indulgences,
releases of collateral or other accommodations granted by the Senior Agent or
the Senior Lenders to the Loan Parties from time to time shall in any manner
affect or impair the subordination established by this Agreement.


(b)           No Amendment to the Junior Note.  So long as the Senior Debt has not been Paid
in Full, neither the Loan Parties nor the Junior Noteholder shall enter into
any amendment to or modification of the Junior Note without the prior written
consent of the Senior Agent, other than any other than any interim or
post-closing purchase price adjustments pursuant to Sections 3.3.1 and 3.3.2 of
that certain  Asset Purchase
Agreement dated as of May 29, 2007 by and between the Company and the Junior
Noteholder or any offsets pursuant to Section 11.5 of such agreement.


(c)           Amendments to this Agreement.  Neither this Agreement nor any of the terms
hereof may be amended, waived, discharged or terminated unless such amendment,
waiver, discharge or termination is in writing signed by the Senior Agent and
the Junior Noteholder. Any obligation of the Junior Noteholder and any remedy
of the Senior Agent and the Senior Lenders herein may be waived or amended by
the written agreement of the Senior Agent and the Junior Noteholder without
approval of joinder by the Loan Parties or any other Person.


Section 9.               No
Prejudice or Impairment.  The
provisions of this Agreement are solely for the purposes of defining the
relative rights of the Senior Agent (for the benefit of the Senior Lenders) and
the Junior Noteholder, and (subject to Section 14 hereof) no Person
other than the Senior Agent, the Senior Lenders and the Junior Noteholder shall
have the right to enforce any provision hereof. Nothing herein shall impair or
prevent the Senior Agent or the Senior Lenders from exercising all rights and
remedies otherwise permitted by applicable law upon default under the Loan
Documents. The right of the Senior Agent or the Senior Lenders to enforce any
provision of this Agreement shall not at any time in any way be prejudiced or
impaired by any act or failure to act on the part of any Loan Party or by any
act or failure to act by the Senior Agent or any Senior Lender or by any
noncompliance by any Person with the terms, provisions and covenants of this
Agreement, any of the Loan Documents or the Junior Note, regardless of any
knowledge thereof which the Senior Agent or any Senior Lender may have or be
otherwise charged with. Nothing herein shall impair, as between each Loan Party
and the Junior Noteholder, the obligation of such Loan Party to pay to the
Junior Noteholder the principal of and interest on the Junior Note as and when
the same shall become due in accordance with its terms, subject, however, to
the provisions of this Agreement.



 5
 









Section 10.             Representations
and Warranties.  Each of the parties
hereto hereby represents and warrants that (a) it has full power, authority and
legal right to make and perform this Agreement, and (b) this Agreement is its
legal, valid and binding obligation, enforceable against it in accordance with
its terms.


Section 11.             Representations
and Warranties of the Junior Noteholder. 
The Junior Noteholder represents and warrants to the Senior Agent for
the benefit of the Senior Lenders that:


(a)           it has not relied and will not rely
on any representation or information of any nature made by or received from the
Senior Agent or the Senior Lenders in deciding to execute this Agreement;


(b)           all terms and provisions relating to
the Junior Note, including, without limitation, the computation of the interest
and principal due under the Junior Note, are set forth solely in the Junior
Note and there are no other amounts, payment or other obligations in respect of
the Junior Note (other than those reflected in the Junior Note) owing to the
Junior Noteholder by or from any Loan Party;


(c)           a true correct and complete copy of
the Junior Note is attached hereto as Exhibit A and no part of the
amounts owing under the Junior Note are evidenced by any instrument of writing
except the Junior Note;


(d)           the Junior Note is in full force and
effect and, have not been amended, modified, terminated or supplemented; and


(e)           it is the legal and beneficial direct
owner of its respective Junior Note free and clear of all Liens and, as of the
date hereof, has not transferred, sold, pledged, encumbered, assigned or
otherwise disposed of such Junior Note or any part thereof.


Section 12.             Covenants.  Until Payment in Full of the Senior Debt,
except as specifically and expressly permitted in this Agreement:


(a)           the Junior Noteholder shall take or
cause to be taken such further actions to obtain such consents and approvals
and to duly execute, deliver and file or cause to be executed, delivered, and
filed such further agreements, assignments, instructions, documents and
instruments as may be necessary or as may be requested by the Senior Agent in
its reasonable discretion in order to fully effectuate the purposes, terms and
conditions of this Agreement and the consummation of the transactions
contemplated hereby, whether before, at or after the performance of the
transactions contemplated hereby or the occurrence of a Default or Event of Default
under (and as defined in) the Loan Documents;


(b)           the Junior Noteholder and the Loan
Parties shall notify the Senior Agent in writing promptly of any default or
breach by any Loan Party under the Junior Note or of the Loan Parties under
this Agreement or of any termination of any Loan Party’s obligations under the
Junior Note; provided that any failure to deliver any such notices shall
not otherwise affect the subordination provisions or other obligations,
agreements or covenants of the Junior Noteholder or the Loan Parties herein;
and


(c)           the Junior Noteholder shall not sell,
lease, transfer, pledge, encumber, restrict, assign or otherwise dispose of the
Junior Note or any interest therein to any Person unless such Person agrees in
writing, in form and substance satisfactory to the Senior Agent, to be bound by



 6
 









the terms of this Agreement
with respect to such payments, deliveries and issuances and amounts owing to it
by the Loan Parties.


Section 13.             Benefit
of Agreement.  This Agreement shall
constitute a continuing offer to all Persons who, in reliance upon such
provisions, become a Senior Lender, and such provisions are made for the
benefit of each Senior Lender, and each of them may enforce such provisions.Any
Person that becomes a Junior Noteholder after the date hereof shall execute and
deliver a joinder agreement, in form and substance satisfactory to the Senior
Agent, to the other parties hereto.


Section 14.             Successors
and Assigns.  This Agreement and the
terms, covenants and conditions hereof shall be binding upon and inure to the
benefit of the parties hereto, their respective successors and assigns, and any
lender or lenders refinance any of the Senior Debt and their respective
successors and assigns. In the event that any Loan Party is refinancing any of
the Senior Debt with a new lender, upon the request of the Senior Agent, the
Junior Noteholder will enter into a new subordination agreement with such new
lender on substantially the terms of this Agreement.


Section 15.             Consent
of Loan Parties.  Each Loan Party
hereby consents to the provisions of this Agreement and subordination provided
for herein and agrees that the obligations of the Loan Parties under any Loan
Document or the Junior Note shall not in any way be diminished or otherwise
affected by such provisions or arrangements. All references to any Loan Party
shall include reference to such Loan Party as a debtor and debtor-in-possession
and any receiver or trustee for such Loan Party in any Proceeding. Each Loan
Party hereby agrees that if for any reason any Subsidiary or any Affiliate of a
Loan Party becomes a Loan Party, such Subsidiary or Affiliate shall execute and
deliver to the Senior Agent and the Junior Noteholder a supplement hereto in
form and substance reasonably satisfactory to the Senior Agent and the Junior
Noteholder and shall thereafter for all purposes be a party hereto and have the
same rights, benefits and obligations as a Loan Party party hereto on the date
hereof.


Section 16.             Notices.
Whenever it is provided herein that any notice, demand, request, consent,
approval, declaration or other communication shall or may be given to or served
upon any of the parties by another, or whenever any of the parties desires to
give or serve upon another any such communication with respect to this
Agreement, each such notice, demand, request, consent, approval, declaration,
or other communication shall be in writing (including by telecopier or
electronic mail) and shall be deemed to have been duly given and received, for
purposes hereof, when (a) delivered by hand or three (3) days after being
deposited in the mail, postage prepaid, and (b) in the case of telecopy or
electronic mail notice, when sent to the number or address set forth below,
addressed as follows:


	
  

  	
  If to the Senior Agent:

  	
  Bank of America, N.A.

  
	
   

  	
   

  	
  8300 Greensboro
  Dr., Mezzanine Level

  
	
   

  	
   

  	
  McLean, VA
  22102-3604

  
	
   

  	
   

  	
  Attention:
  Jessica Tencza

  
	
   

  	
   

  	
  Email:
  jessica.tencza@bankofamerica.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
  Moore & Van Allen PLLC

  
	
   

  	
   

  	
  100 North Tryon
  Street, 47th Floor

  
	
   

  	
   

  	
  Charlotte, NC
  28202

  
	
   

  	
   

  	
  Attention: Matt
  Plyler

  
	
   

  	
   

  	
  Email:
  mattplyler@mvalaw.com

  
	
   

  	
   

  	
   

  
	
   

  	
  If to the
  Junior Noteholder:

  	
  Wireless Facilities, Inc.

  
	
   

  	
   

  	
  Attention:
  James Edwards, Esq.

  
	
   

  	
   

  	
  Bridge Pointe
  Corporate Center

  



 



 7
 









 


	
  

  	
   

  	
  4810 Eastgate
  Mall

  
	
   

  	
   

  	
  San Diego, CA
  92121

  
	
   

  	
   

  	
  Phone: (858)
  228-2000

  
	
   

  	
   

  	
  Fax: (858)
  523-5941

  
	
   

  	
   

  	
  Email: 
  jim.edwards@wfinet.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a
  copy (which shall not

  	
   

  
	
   

  	
  constitute
  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

  
	
   

  	
   

  	
  Email: 
  sstanton@mofo.com

  
	
   

  	
   

  	
   

  
	
   

  	
  If to a
  Loan Party:

  	
  LCC International, Inc.

  
	
   

  	
   

  	
  Attention:
  Peter A. Deliso, Esq.

  
	
   

  	
   

  	
  7925 Jones
  Branch Drive

  
	
   

  	
   

  	
  McLean, VA 22102

  
	
   

  	
   

  	
  Phone: (703)
  873-2000

  
	
   

  	
   

  	
  Fax: (703)
  873-2900

  
	
   

  	
   

  	
  Email: 
  PDeliso@lcc.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a
  copy (which shall not

  	
   

  
	
   

  	
  constitute
  notice) to:

  	
  Hogan & Hartson L.L.P.

  
	
   

  	
   

  	
  Attention:
  Lorraine Sostowski, Esq.

  
	
   

  	
   

  	
  555 13th Street, NW

  
	
   

  	
   

  	
  Washington, DC
  200004

  
	
   

  	
   

  	
  Phone: (202)
  637-5600

  
	
   

  	
   

  	
  Fax: (202)
  637-5910

  
	
   

  	
   

  	
  Email: 
  lsostowski@hhlaw.com

  



 


or at such address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice.


Section 17.             Costs
of Enforcement.  The Junior
Noteholder will pay on demand all reasonable attorneys’ fees and out-of-pocket
expenses incurred by the Senior Agent’s and the Senior Lender’s counsel and all
reasonable costs incurred by the Senior Agent and the Senior Lenders,
including, without limitation, reasonable costs associated with travel on
behalf of the Senior Agent and the Senior Lenders, which costs and expenses are
directly or indirectly related to the Senior Agent’s or the Senior Lenders’
efforts to preserve, protect, collect, or enforce any of the obligations of the
Junior Noteholder and/or any of the terms and conditions of this Agreement
(whether or not suit is instituted by or against the Senior Agent or any Senior
Lender).


Section 18.             Counterparts.  This Agreement may be executed in any number
of counterparts with the same effect as if all the signatures on such
counterparts appeared on one document. Each such counterpart will be deemed to
be an original but all counterparts together will constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this
Agreement or any document or instrument delivered in connection herewith by
telecopy or electronic mail shall be effective as delivery of a manually
executed counterpart of this Agreement or such other document or instrument, as
applicable.



 8
 









Section 19.             Final
Agreement. This Agreement represents the final agreement between the
parties hereto with respect to the matters addressed herein and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties. There are no unwritten oral agreements among the
parties hereto.


Section 20.             Severability.  If any clause or provision of this Agreement
operates or would prospectively operate to invalidate this Agreement or any
other Loan Document in whole or in part, then such clause or provision only
shall be void (as though not contained herein or therein), and the remainder of
this Agreement or such other Loan Document shall remain operative and in full
force and effect; provided, however, if any such clause or provision pertains
to the repayment of any indebtedness hereunder, then the occurrence of any such
invalidity shall constitute an immediate Event of Default under the Senior
Credit Agreement.


Section 21.             Miscellaneous.


(a)           Governing Law. 
This Agreement and all documents executed hereunder are governed as to
their validity, interpretation, construction and effect by the laws of the
State of New York (without giving effect to the conflicts of law rules of New
York).


(b)           Forum Selection and Consent to Jurisdiction.  Any litigation in connection with or in any
way related to this Agreement will be brought and maintained exclusively in the
courts of the State of New York or in the United States District Court for the
Southern District of New York. The Junior Noteholder and each Loan Party hereby
expressly and irrevocably submits to the jurisdiction of the courts of the
State of New York and of the United States District Court for the Southern
District of New York for the purpose of any such litigation as set forth above
and irrevocably agrees to be bound by any final and non-appealable judgment
rendered thereby in connection with such litigation. The Junior Noteholder and
each Loan Party further irrevocably consents to the service of process by
registered or certified mail, postage prepaid, or by personal service within or
outside the State of New York. The Junior Noteholder and each Loan Party hereby
expressly and irrevocably waives, to the fullest extent permitted by law, any
objection which it may have or hereafter may have to the laying of venue of any
such litigation brought in any such court referred to above and any claim that
any such litigation has been brought in an inconvenient forum. To the extent
that the Junior Noteholder or any Loan Party has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution or otherwise) with respect to itself or its property, then such party
hereby irrevocably waives such immunity in respect of its obligations under
this Agreement.


(c)           Waiver of Jury Trial. 
The Senior Agent (on behalf of the Senior Lenders), the Junior
Noteholder and each Loan Party each hereby knowingly, voluntarily and
intentionally waives any rights it may have to a trial by jury in respect of
any litigation (whether as claim, counter-claim, affirmative defense or
otherwise) in connection with or in any way related to this Agreement. The
Junior Noteholder and each Loan Party acknowledges and agrees (i) that it has
received full and sufficient consideration for this provision (and each other
provision of each other Loan Document to which it is a party), and (ii) that it
has been advised by legal counsel in connection herewith, and (iii) that this
provision is a material inducement for the Senior Agent and each Senior Lender
entering into the Loan Documents and funding advances thereunder.


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IN WITNESS WHEREOF, the parties hereto have caused
this Subordination Agreement to be duly executed by their proper and duly
authorized officers as of the day and year first above written.


	
  SENIOR AGENT:

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
  in its capacity as Senior Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 











 


	
  JUNIOR NOTEHOLDER:

  	
   

  	
  WIRELESS FACILITIES, INC.

  
	
   

  	
   

  	
  in its capacity as the Junior Noteholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 











 


	
  LOAN PARTIES:

  	
   

  	
  LCC INTERNATIONAL, INC.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LCC WIRELESS SERVICES, INC.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LCC DESIGN SERVICES, LLC,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LCC WIRELESS DESIGN SERVICES, LLC,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: