Exhibit 10.7
EXECUTION VERSION
REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF OCTOBER 9, 2008 (AS
AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"INTERCREDITOR AGREEMENT"), AMONG THE COMPANY (AS DEFINED BELOW), PARENT ISSUER
(AS DEFINED BELOW), THE SUBSIDIARIES OF THE COMPANY PARTY THERETO, THE BANK OF
NEW YORK MELLON, AS FIRST LIEN COLLATERAL AGENT (AS DEFINED THEREIN), THE BANK
OF NEW YORK MELLON, AS SECOND LIEN COLLATERAL AGENT (AS DEFINED THEREIN), AND
SECURED PARTY (AS DEFINED BELOW), AS THIRD LIEN COLLATERAL AGENT (AS DEFINED
THEREIN). EACH BENEFICIARY HEREUNDER (A) ACKNOWLEDGES THAT IT HAS RECEIVED A
COPY OF THE INTERCREDITOR AGREEMENT, (B) CONSENTS TO THE PAYMENT AND LIEN
SUBORDINATION PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (C) AGREES THAT IT
WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND INSTRUCTS THE SECURED PARTY TO
ENTER INTO THE INTERCREDITOR AGREEMENT AS COLLATERAL AGENT AND ON BEHALF OF SUCH
NOTE HOLDER. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE NOTE
HOLDERS UNDER THE FIRST LIEN PURCHASE AGREEMENT TO EXTEND CREDIT TO THE COMPANY
AND SUCH NOTE HOLDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS.
IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT SHALL CONTROL.
THIRD LIEN PLEDGE AND SECURITY AGREEMENT
This THIRD LIEN PLEDGE AND SECURITY AGREEMENT (this Agreement) is dated as of
October 9, 2008 and entered into by and among NEXTWAVE WIRELESS INC., a Delaware
corporation (Parent Issuer), each of THE UNDERSIGNED DIRECT AND INDIRECT
SUBSIDIARIES of Parent Issuer (each of such undersigned Subsidiaries being a
Subsidiary Grantor and collectively Subsidiary Grantors) and each ADDITIONAL
GRANTOR that may become a party hereto after the date hereof in accordance with
Section 16 hereof (each of Parent Issuer, each Subsidiary Grantor, and each
Additional Grantor being a Grantor and collectively the Grantors) and THE BANK
OF NEW YORK MELLON ("BONY"), as Collateral Agent for and representative of (in
such capacity herein called Secured Party) the Beneficiaries (as hereinafter
defined).
PRELIMINARY STATEMENTS
A.
Pursuant to that certain Third Lien Subordinated Exchange Note
Exchange Agreement dated as of October 9, 2008 (said Third Lien Subordinated
Exchange Note Exchange Agreement, as it may hereafter be amended, restated,
supplemented or otherwise modified from time to time, being the Exchange
Agreement; the terms defined therein and not otherwise
defined in Section 26 or elsewhere herein being used herein as therein defined)
by and among Parent Issuer, NextWave Wireless LLC, a Delaware limited liability
company (Company), each of the other Guarantors named therein, each of the
Purchasers named therein and Secured Party, as Collateral Agent, Parent Issuer
has issued Notes to the Purchasers (together with their successors and assigns
and any subsequent holder of Notes permitted under the Exchange Agreement,
Holders).
B.
Secured Party and Holders have entered into that certain Third Lien
Collateral Agency Agreement dated as of the date hereof