EXHIBIT 10.6
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 PARENT (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). NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT,
FOR THE BENEFIT OF THE HOLDERS (AS DEFINED BELOW), PURSUANT TO THIS AGREEMENT
AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE HOLDERS
HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. 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.
AMENDED AND RESTATED
SECOND LIEN PLEDGE AND SECURITY AGREEMENT
This AMENDED AND RESTATED SECOND LIEN PLEDGE AND SECURITY AGREEMENT (this
"Agreement") is dated as of August 16, 2012 and entered into by and among
NEXTWAVE WIRELESS LLC, a Delaware limited liability company ("Issuer"), NEXTWAVE
WIRELESS INC., a Delaware corporation ("Parent"), NEXTWAVE HOLDCO LLC, a
Delaware limited liability company ("Spinco"), each of THEIR UNDERSIGNED DIRECT
AND INDIRECT SUBSIDIARIES (each of such undersigned Subsidiaries being a
"Subsidiary Grantor" and collectively "Subsidiary Grantors"), each ADDITIONAL
GRANTOR that may become a party hereto after the date hereof in accordance with
Section 20 hereof (each of Issuer, Parent, Spinco, each Subsidiary Grantor, and
each Additional Grantor being a "Grantor" and collectively the "Grantors"), the
undersigned Holders, and WILMINGTON TRUST, NATIONAL ASSOCIATION ("Wilmington
Trust"), as the Collateral Agent (as defined below) (in such capacity herein
called "Secured Party") for the Holders.
PRELIMINARY STATEMENTS
A. Pursuant to that certain Second Lien Subordinated Purchase Agreement dated as
of October 9, 2008 ("Original Purchase Agreement") by and among Issuer, Parent,
each of the other Grantors named therein, each of the purchasers 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 Original
Notes to the Original Purchasers.
B. In connection with the Original Purchase Agreement, certain of the Grantors
executed a Second Lien Pledge and Security Agreement dated as of October 9, 2008
(the "Original Pledge and Security Agreement), in favor of The Bank of New York
Mellon, as collateral agent, for the benefit of the Original Holders.
C. Parent is party to that certain Agreement and Plan of Merger dated as of
August 1, 2012 among AT&T Inc., a Delaware corporation ("Acquiror"), Rodeo
Acquisition Sub Inc., a Delaware corporation ("Merger Sub"), and Parent (such
Agreement and Plan of Merger, together with all exhibits and schedules