NOTE PURCHASE AGREEMENT AMONG AT&T INC. AND THE CONSENTING HOLDERS LISTED ON SCHEDULE I HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as HOLDER REPRESENTATIVE Dated as of August 1, 2012Note Purchase Agreement • August 6th, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2012, by and among (i) the undersigned holders of the Company’s 15% Senior-Subordinated Secured Second Lien Notes, due January 31, 2013 (such notes, the “Notes”, and such holders, the “Consenting Holders”), (ii) AT&T Inc., a Delaware corporation (the “Purchaser”), and (iii) Wilmington Trust, National Association, as representative of the Consenting Holders (the “Holder Representative”). Each of the Consenting Holders, the Purchaser and the Holder Representative shall be referred to as a “Party” and collectively as the “Parties.” Terms capitalized but not defined herein shall have the meaning assigned thereto in the Merger Agreement (as defined below); provided, however, that no amendment or modification to any such term shall amend or modify its meaning for purposes hereof without the prior written consent of the Holder Representative.
FORBEARANCE AGREEMENTForbearance Agreement • August 6th, 2012 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York
This FORBEARANCE AGREEMENT (this “Agreement”) is dated as of August 1, 2012 and is made with reference to (i) that certain Purchase Agreement dated as of July 17, 2006 (as amended by that certain First Amendment to Purchase Agreement dated as of March 12, 2008, that certain Second Amendment to Purchase Agreement dated as of September 26, 2008, that certain Amendment and Limited Waiver to the Note Agreements dated as of April 1, 2009 (the “April 2009 Amendment”), that certain Amendment and Limited Waiver to the Note Agreements dated as of June 22, 2009 (the “June 2009 Amendment”), that certain Amendment and Limited Waiver to the Note Agreements dated as of March 16, 2010 (the “March 2010 Amendment”) and that certain Amendment and Limited Waiver to Note Agreements dated as of December 14, 2011 (the “December 2011 Amendment”)), among NextWave Wireless LLC, a Delaware limited liability company (“NextWave”), certain guarantors named therein, certain purchasers named therein and The Bank of
