On August 16, 2012 (the "Closing Date"), NextWave Wireless Inc. (the "Company"), NextWave Wireless LLC ("NextWave LLC") and NextWave Holdco LLC ("NextWave Holdco"), each a wholly-owned subsidiary of the Company, entered into various agreements pursuant to which:

• NextWave LLC amended and restated its Senior Secured Notes due 2012 (the "Amended and Restated First Lien Notes") in the aggregate principal amount of $148,928,308.04 with accrued and unpaid interest through August 15, 2012 of $1,861,603.85, on the terms described below;

• NextWave LLC amended and restated its Senior-Subordinated Secured Second Lien Notes due 2013 (the "Amended and Restated Second Lien Notes") in the aggregate principal amount of $207,977,581.75 with accrued and unpaid interest through August 15, 2012 of $3,899,579.66, on the terms described below,

• the Company amended and restated its Third Lien Subordinated Secured Notes due 2013 by splitting such notes into two series, including its Parent Third Lien Subordinated Secured Notes due 2013 (the "NextWave Inc. Third Lien Notes") in the aggregate principal amount of $318,627,451 with accrued and unpaid interest through August 15, 2012 of $6,372,549 on the terms described below, and the Spinco Third Lien Subordinated Secured Notes due 2013 issued by NextWave Holdco (the "NextWave Holdco Notes") in an aggregate principal amount of $428,321,090 with accrued and unpaid interest through August 15, 2012 of $8,566,422, on the terms described below.

As previously described in the Company's Current Report on Form 8-K filed with the SEC on August 6, 2012, the Company entered into an Agreement and Plan of Merger, dated August 1, 2012 (the "Merger Agreement"), with AT&T Inc., a Delaware corporation ("AT&T"), and Rodeo Acquisition Sub Inc. ("Merger Sub"), that provides for the acquisition of the Company by AT&T by means of a merger (the "Merger") of Merger Sub with and into the Company. As a result of the Merger, the Company will become a wholly owned subsidiary of AT&T. As required pursuant to the Merger Agreement, on August 8, 2012, the Company formed NextWave Holdco which shall assume all assets and liabilities of the Company and its subsidiaries not relating solely to the WCS and AWS wireless spectrum licenses to be acquired by AT&T.

Pursuant to the Merger Agreement, the Company agreed to (i) amend and restate its Senior Secured Notes due 2012 (such notes, the "Original First Lien Notes") issued under the Purchase Agreement, dated as of July 17, 2006, as amended (the "Original First Lien Purchase Agreement"), (ii) amend and restate its Senior-Subordinated Secured Second Lien Notes due 2013 (such notes, the "Original Second Lien Notes") issued under the Second Lien Subordinated Note Purchase Agreement, dated as of October 9, 2008, as amended (the "Original Second Lien Purchase Agreement"), and (iii) amend and restate its Third Lien Subordinated Secured Convertible Notes due 2013 (such notes, the "Original Third Lien Notes"; and together with the Original First Lien Notes and the Original Second Lien Notes, the "Original Notes") issued under the Third Lien Subordinated Exchange Note Exchange Agreement, dated as of October 9, 2008, as amended (the "Original Third Lien Exchange Agreement") and split such Original Third Lien Notes into two series of notes such that certain of the Company's obligations under such notes would remain direct obligations of the Company and the balance of the obligations would become direct obligations of NextWave Holdco.

The Company's Original Third Lien Notes have been amended and restated to be no longer convertible into shares of common stock of the Company and to be split into two series whereby certain third lien notes in the aggregate principal amount of $318,627,451 with accrued and unpaid interest through August 15, 2012 of $6,372,549 are direct obligations of the Company, referred to herein as the NextWave Inc. Third Lien Notes, and the remaining principal balance of the Company's Original Third Lien Notes in the aggregate principal amount of $428,321,090 with accrued and unpaid interest through August 15, 2012 of $8,566,422 as of the Closing Date, became the direct obligations of NextWave Holdco, referred to herein as the NextWave Holdco Notes. The NextWave Inc. Third Lien Notes and the NextWave Holdco Third Lien Notes each accrue interest at an annual rate equal to 16% per annum. The NextWave Inc. Third Lien Notes and the NextWave Holdco Notes are secured on a third priority basis by the same assets and guaranteed on a third priority basis by the same entities that guaranteed the Original Third Lien Notes. NextWave Holdco also guarantees on a third priority basis the NextWave Inc. Third Lien Notes. The Company provided a third priority guarantee of NextWave Holdco's obligations under the NextWave Holdco Notes.

The NextWave Inc. Third Lien Notes and NextWave Holdco Notes contain representations and warranties, affirmative and negative covenants and events of default that are substantially the same as the corresponding provisions of the Original Third Lien Exchange Agreement. The terms of the NextWave Holdco Notes contain additional restrictive covenants relating to, among other things:

• a restriction on the sale of the assets transferred to NextWave Holdco unless holders of 75% of the NextWave Holdco Notes provide consent and a requirement that all net proceeds received from such sales will be held on behalf of the holders of the NextWave Holdco Notes by the third lien collateral agent or escrow agent after exercise of the holder call right (as described below);

• a requirement that the Company and its subsidiaries consult with the holders of the NextWave Holdco Notes and use their best efforts to promptly solicit asset sales or other strategic transactions with respect to the assets transferred to NextWave Holdco and a requirement that all net proceeds received from such sales will be held on behalf of the holders of the NextWave Holdco Notes by the third lien collateral agent of escrow agent after exercise of the holder call right;

• the third lien collateral agent or escrow agent after exercise of the holder call right will hold all such proceeds described above until the Amended and Restated First Lien Notes and the Amended and Restated Second Lien Notes have been satisfied in full or the holders of 66 2/3% of the Amended and Restated First Lien Notes and 66 2/3% of the Amended and Restated Second Lien Notes have consented to release of the proceeds to the holders of the NextWave Holdco Notes;

• a restriction on the investments, with customary exceptions and exclusions, the Company and its subsidiaries can make or own;

• a restriction on the termination, waiver or material amendment of the terms of any material agreement of the Company and it subsidiaries or an amendment to the Merger Agreement which would be materially adverse to the holders of the NextWave Holdco Notes, in each case, without the prior written consent of the holders of 75% of the NextWave Holdco Notes;

• a requirement that the Company and its subsidiaries shall cause the Merger to be consummated in accordance with the terms and conditions of the Merger Agreement as soon as practicable and, in any event, no later than July 31, 2013; and

• the noteholder representative also has the right to purchase (on behalf of and in trust for the holders of the NextWave Holdco Notes) all of the Company's Amended and Restated First Lien Notes and Amended and Restated Second Lien Notes subject to the obligation to keep such notes outstanding until (A) the consummation of the Merger or (B) in the event a bankruptcy proceeding is initiated, the

Amended and Restated First Lien Notes

The Amended and Restated First Lien Notes provide for the issuance of up to $15,000,000.00 of additional notes for payment of expenses incurred in the ordinary course of operations or in connection with payments to be made in connection with the Merger (the "Incremental Notes"). The Amended and Restated First Lien Notes accrue interest at an annual rate equal to 15% per annum, except that the Incremental Notes will accrue interest at an annual rate equal to 10% per annum. The Amended and Restated First Lien Notes contain representations and warranties, affirmative and negative covenants and events of default that are substantially the same as the corresponding provisions of the Original First Lien Purchase Agreement, as amended. In addition, the restrictive covenants of the Amended and Restated First Lien Notes were modified to mirror the additional restrictive covenants of the NextWave Inc. Third Lien Notes and the NextWave Holdco Notes and an additional restrictive covenant was added . . .

As of August 16, 2012, the Amended and Restated First Lien Notes, the Amended and Restated Second Lien Notes, the NextWave Inc. Third Lien Notes and the NextWave Holdco Notes constitute direct financial obligations of the Company, the material terms of which are described above under Item 1.01 and are incorporated herein by reference.

This communication may be deemed to be solicitation material in respect of the pending Merger. In connection with the Merger, the Company has filed a preliminary proxy statement, and intends to file a definitive proxy statement, with the SEC and intends to mail the definitive proxy statement to the stockholders of the Company. The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the transaction. Information about the transaction is set forth in the preliminary proxy statement filed, and will be set forth in the definitive proxy statement to be filed by the Company with the SEC.

You may obtain the preliminary proxy statement and, when available, the definitive proxy statement, for free by visiting EDGAR on the SEC website at www.sec.gov. INVESTORS AND STOCKHOLDERS SHOULD READ THE DEFINITIVE PROXY STATEMENT CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THAT DOCUMENT WILL CONTAIN IMPORTANT INFORMATION.

The following exhibits are attached to this Form 8-K:

Exhibit No.       Description

 4.1              Amended and Restated Purchase Agreement, dated as of August 16,
                  2012, by and among NextWave Wireless Inc., NextWave Wireless LLC,
                  AWS Wireless Inc., NextWave Broadband Inc., NW Spectrum Co. and
                  NextWave Metropolitan, Inc., certain other guarantors named
                  therein, certain purchasers named therein and Wilmington Trust,
                  National Association.

 4.2              Amended and Restated Second Lien Subordinated Note Purchase
                  Agreement, dated as of August 16, 2012, by and among NextWave
                  Inc., NextWave Wireless LLC, AWS Wireless Inc., NextWave
                  Broadband Inc., NW Spectrum Co. and NextWave Metropolitan, Inc.,
                  certain other guarantors named therein, certain purchasers named
                  therein and Wilmington Trust, National Association.

 4.3              Amended and Restated Spinco Third Lien Subordinated Exchange
                  Agreement, dated as of August 16, 2012, by and among NextWave
                  Holdco LLC, NextWave Wireless LLC, AWS Wireless Inc., NextWave
                  Broadband Inc., NW Spectrum Co. and NextWave Metropolitan, Inc.,
                  certain other guarantors named therein, certain purchasers named
                  therein and Wilmington Trust, National Association.

 4.4              Amended and Restated Parent Third Lien Subordinated Exchange
                  Agreement, dated as of August 16, 2012, by and among NextWave
                  Inc, NextWave Wireless LLC, AWS Wireless Inc., NextWave Broadband
                  Inc., NW Spectrum Co. and NextWave Metropolitan, Inc., certain
                  other guarantors named therein, certain purchasers named therein
                  and Wilmington Trust, National Association.

10.1              Counterpart for Additional Guarantors dated August 16, 2012, by
                  NextWave Holdco LLC and NextWave Metropolitan Inc. (Amended and
                  Restated First Lien Notes).

10.2              Counterpart for Additional Guarantors dated August 16, 2012, by
                  NextWave Holdco LLC and NextWave Metropolitan Inc. (Amended and
                  Restated Second Lien Notes).

10.3              Amended and Restated Parent Third Lien Guaranty, dated as of
                  August 16, 2012, by and among NextWave Wireless Inc., NextWave
                  Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS
                  Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional
                  Guarantors as defined therein and Wilmington Trust, National
                  Association.

10.4              Amended and Restated Spinco Third Lien Guaranty, dated as of
                  August 16, 2012, by and among NextWave Wireless Inc., NextWave
                  Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS
                  Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional
                  Guarantors as defined therein and Wilmington Trust, National
                  Association.

10.5              Amended and Restated Pledge and Security Agreement, dated as of
                  August 16, 2012, by and among NextWave Wireless Inc., NextWave
                  Wireless LLC, NextWave

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         Broadband Inc., NW Spectrum Co., AWS Wireless Inc., WCS Wireless License
         Subsidiary, LLC, Additional Guarantors as defined therein and Wilmington
         Trust, National Association.

10.6     Amended and Restated Second Lien Pledge and Security Agreement, dated as
         of August 16, 2012, by and among NextWave Wireless Inc., NextWave
         Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS Wireless
         Inc., WCS Wireless License Subsidiary, LLC, Additional Guarantors as
         defined therein and Wilmington Trust, National Association.

10.7     Amended and Restated Parent Third Lien Pledge and Security Agreement,
         dated as of August 16, 2012, by and among Spinco Sub, NextWave Wireless
         Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co.,
         AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional
         Guarantors as defined therein and Wilmington Trust, National Association.

10.8     Amended and Restated Spinco Third Lien Pledge and Security Agreement,
         dated as of August 16, 2012, by and among Spinco Sub, NextWave Wireless
         Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co.,
         AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional
         Guarantors as defined therein and Wilmington Trust, National Association.

10.9     Amended and Restated Intercreditor Agreement dated as of August 16, 2012,
         among NextWave Wireless LLC, NextWave Wireless Inc., NextWave Holdco LLC,
         their respective subsidiaries party thereto, the First Lien Note Holders
         party thereto, Wilmington Trust, National Association, as collateral
         agent for the First Lien Note Holders, the Second Lien Note Holders party
         thereto, Wilmington Trust, National Association, as collateral agent for
         the Second Lien Note Holders, the Parent Third Lien Note Holders party
         thereto, the Spinco Third Lien Note Holders party thereto, and Wilmington
         Trust, National Association, as collateral agent for the Parent Third
         Lien Note Holders and the Spinco Third Lien Note Holders.

10.10    Call Option/Note Redemption Agreement, dated as of August 16, 2012, among
         NextWave Wireless LLC, NextWave Holdco LLC, Wilmington Trust, National
         Association, as noteholder representative and the parties listed on
         Schedule A attached thereto.