Exhibit 10.3
EXECUTION VERSION
REFERENCE IS MADE TO THE AMENDED AND RESTATED INTERCREDITOR AGREEMENT DATED AS
OF THE DATE HEREOF (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED
FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT"), AMONG COMPANY (AS DEFINED
BELOW), ISSUER (AS DEFINED BELOW), SPINCO (AS DEFINED BELOW), THEIR RESPECTIVE
SUBSIDIARIES PARTY THERETO, THE NOTE HOLDERS (AS DEFINED THEREIN), WILMINGTON
TRUST, NATIONAL ASSOCIATION, AS FIRST LIEN COLLATERAL AGENT (AS DEFINED
THEREIN), WILMINGTON TRUST, NATIONAL ASSOCIATION, AS SECOND LIEN COLLATERAL
AGENT (AS DEFINED THEREIN), AND WILMINGTON TRUST, NATIONAL ASSOCIATION, AS THIRD
LIEN COLLATERAL AGENT (AS DEFINED THEREIN). EACH HOLDER (AS DEFINED BELOW)
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 COLLATERAL AGENT TO ENTER INTO THE
INTERCREDITOR AGREEMENT FOR 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 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 GUARANTY, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.
AMENDED AND RESTATED PARENT THIRD LIEN GUARANTY
This AMENDED AND RESTATED PARENT THIRD LIEN GUARANTY (this "Guaranty") is
entered into as of August 16, 2012 by the undersigned (together with any
Additional Guarantors (as defined below), being collectively referred to herein
as the "Guarantors" and, each, a "Guarantor") in favor of and for the benefit of
Wilmington Trust, National Association, as Collateral Agent (as defined below)
(in such capacity, together with its successors and assigns herein called
"Guarantied Party") for the holders of the Notes (as defined below) (sometimes
referred to as "Holders" or "Beneficiaries") issued pursuant to that certain
Amended and Restated Parent Third Lien Subordinated Exchange Agreement dated as
of the date hereof (as it may hereafter be amended, restated, supplemented or
otherwise modified from time to time, the "Exchange Agreement"; capitalized
terms defined therein and not otherwise defined herein being used herein as
therein defined) by and among NextWave Wireless Inc., a Delaware corporation
("Issuer"), NextWave Wireless LLC, a Delaware limited liability company
("Company"), NextWave Holdco LLC, a Delaware limited liability company
("Spinco"), their respective Subsidiaries from time to time party thereto, the
Purchasers named therein and the Collateral Agent.
WHEREAS, pursuant to that certain Third Lien Subordinated Exchange Note Exchange
Agreement dated as of October 9, 2008 ("Original Exchange Agreement") by and
among Issuer, Company, each of the other Guarantors named therein, each of the
purchasers
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named therein (the "Original Purchasers" and, together with their respective
successors and assignees in whose name an Original Note is issued, the "Original
Holders") and The Bank of New York Mellon, as collateral agent, Issuer issued
the