X0303 4 2009-01-12 0 0001374993 NextWave Wireless Inc. WAVE 0001317338 Avenue Capital Management II, L.P. 535 MADISON AVENUE 15TH FLOOR NEW YORK NY 10022 1 0 1 0 0001450166 Avenue International Master, L.P. 535 MADISON AVENUE 15TH FLOOR NEW YORK NY 10022 1 0 1 0 0001003215 Avenue Investments, L.P. 535 MADISON AVENUE 15TH FLOOR NEW YORK NY 10022 1 0 1 0 0001338744 Avenue Special Situations Fund IV LP 535 MADISON AVENUE 15TH FLOOR NEW YORK NY 10022 1 0 1 0 0001382345 Avenue CDP Global Opportunities Fund LP 535 MADISON AVENUE 15TH FLOOR NEW YORK NY 10022 1 0 1 0 0001450165 Avenue AIV US, L.P. 535 MADISON AVENUE 15TH FLOOR NEW YORK NY 10022 1 0 1 0 0001401178 Avenue Special Situations Fund V LP 535 MADISON AVENUE 15TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock Option (right to buy) 0.31 2009-01-12 4 A 0 350000 0 A 2009-01-12 2019-01-11 Common Stock 350000 350000 I See Notes Common Stock Option (right to buy) 0.31 2009-01-12 4 A 0 25500 0 A 2009-01-12 2019-01-11 Common Stock 25500 25500 I See Notes Common Stock Warrant (right to buy) 0.01 2009-03-31 4 A 0 7500000 0 A 2009-04-14 2012-04-06 Common Stock 7500000 7500000 D 200,000 of the options vest on date of grant and the balance in twelve monthly installments beginning January 12, 2009. The securities are owned directly by Robert T. Symington. Mr. Symington is a director of the NextWave Wireless Inc. (the "Issuer") and an employee of Avenue Capital Management II, L.P. (the "Adviser"). The Adviser is the adviser to Avenue AIV US, L.P. ("Avenue AIV"), Avenue International Master, L.P., Avenue Investments, L.P., Avenue Special Situations Fund IV, L.P., Avenue CDP Global Opportunities Fund, L.P., and Avenue Special Situations V, L.P (collectively, the "Funds"). The Funds have made an investment in the Issuer. Pursuant to the Funds' limited partnership agreements, any director compensation received by an employee of the Adviser related to an entity in which the Funds have invested shall be for the benefit of the Adviser. Such amounts shall reduce certain fees and expenses of the Funds. Mr. Symington disclaims beneficial ownership of the options (and the common stock or other equity issued upon the exercise of the options), except for that portion of the sale proceeds necessary for Mr. Symington to satisfy any tax liabilities related thereto. The options being reported herein were also reported on Mr. Symington's Form 4 filed with the Securities and Exchange Commission on February 12, 2009. The option vests in twelve equal monthly installments beginning January 12, 2009. On April 14, 2009, Avenue AIV entered into a Warrant Agreement dated as of April 8, 2009 with the Issuer pursuant to which the Issuer issued to Avenue AIV warrants to purchase in the aggregate 7,500,000 shares of common stock (subject to adjustment as provided in the Warrant Agreement). The warrants were issued to Avenue AIV pursuant to the Second Lien Subordinated Note Purchase Agreement dated as of October 9, 2008 (the "Second Lien Agreement"), entered into among Avenue AIV, the Issuer, NextWave Wireless LLC, a wholly-owned subsidiary of the Issuer, The Bank of New York as collateral agent and the guarantors and purchasers named therein. Under the Second Lien Agreement, the Issuer was to issue Avenue AIV its pro rata share of additional warrants upon the occurrence of certain trigger events as described further therein. The securities are owned directly by Avenue AIV. This report is jointly filed by the Adviser and the Funds, each of which may be deemed a director of the Issuer by virtue of their relationship with Robert T. Symington, a director of the Issuer and an employee of Adviser, the investment adviser to the Funds. Avenue Capital Management II, L.P. By: Avenue Capital Management II GenPar, LLC , its General Partner By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member 2009-04-16 Avenue International Master, L.P. By: Avenue International Master Fund GenPar, Ltd., its General Partner By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member 2009-04-16 Avenue Investments, L.P. By: Avenue Partners, LLC its General Partner By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member 2009-04-16 Avenue Special Situations Fund IV, L.P. By: Avenue Capital Partners IV, LLC, its General Partner By: GL Partners IV, LLC, its Managing Member By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member 2009-04-16 Avenue CDP Global Opportunities Fund, L.P. By: Avenue Global Opportunities Fund GenPar, LLC, its General Partner By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member 2009-04-16 Avenue AIV US, L.P. By: Avenue AIV US GenPar, LLC, its General Partner By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member 2009-04-16 Avenue Special Situations Fund V, L.P. By: Avenue Capital Partners V, LLC, its General Partner By: GL Partners V, LLC, its Managing Member By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member 2009-04-16