0001104659-07-053240 Sample Contracts

ASSIGNMENT AGREEMENT
Assignment Agreement • July 10th, 2007 • Wireless Facilities Inc • Communications services, nec • New York

This ASSIGNMENT AGREEMENT (this “Agreement”), is entered into and effective as of this 3rd day of July, 2007 by and among WIRELESS FACILITIES, INC, a Delaware corporation (“Seller”), SPCP GROUP, L.L.C., a Delaware limited liability company (“Buyer”), LCC INTERNATIONAL, INC. (“LCC”), a Delaware corporation, and, for purposes of Sections 4.5, 6.1 and 6.3 only, 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 (as defined in the Subordination Agreement).

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NOTE SALE AGREEMENT
Note Sale Agreement • July 10th, 2007 • Wireless Facilities Inc • Communications services, nec • New York

THIS NOTE SALE AGREEMENT (this “Agreement”) is entered into effective as of this 3rd day of July, 2007, by and between SPCP GROUP, L.L.C., a Delaware limited liability company (“Buyer”) and WIRELESS FACILITIES, INC., a Delaware corporation (“Seller”).

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