THIRD LIEN SUBORDINATED EXCHANGE NOTEIntercreditor Agreement • October 15th, 2008 • Manchester Financial Group, LP • Radio & tv broadcasting & communications equipment • New York
THIRD LIEN SUBORDINATED EXCHANGE NOTE EXCHANGE AGREEMENT, dated as of October 9, 2008, among NextWave Wireless Inc., a corporation organized under the laws of the State of Delaware and the owner of 100% of the Capital Stock of the Company (“Parent Issuer”), NextWave Wireless LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), each Guarantor from time to time party hereto (together with the Company in its capacity as a Guarantor hereunder, each, a “Guarantor” and collectively, the “Guarantors”), the purchasers set forth in Schedule 1.2 (each, a “Purchaser” and collectively, the “Purchasers”), and The Bank of New York Mellon (“BONY”), as Collateral Agent.
