0000950133-08-003036 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • September 5th, 2008 • LCC International Inc • Radiotelephone communications • New York

EXCHANGE AGREEMENT, dated September 4, 2008 (this “Agreement”), is among LCC International, Inc., a Delaware corporation (the “Company”), the Investors listed on the signature pages hereto (collectively, the “Investors”) and the Guarantors (as defined below).

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FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Forbearance Agreement • September 5th, 2008 • LCC International Inc • Radiotelephone communications • New York

THIS FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 4, 2008 (this “Agreement”), is entered into by and among LCC INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (the “Guarantors” and, collectively with the Borrower, the “Loan Parties”), the Lenders identified on the signature pages hereto (the “Lenders”) and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below) as amended hereby.

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