X0303 4 2009-07-01 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 2009-07-01 4 M 0 1796237 0.01 A 1796237 D Common Stock 2009-07-01 4 F 0 42685 0.4208 D 1753552 D Common Stock 2009-07-01 4 M 0 139753 0.01 A 139753 D Common Stock 2009-07-01 4 F 0 3321 0.4208 D 136432 D Common Stock Warrant (right to buy) 0.01 2009-07-01 4 M 0 1796237 0 D 2006-11-13 2009-07-15 Common Stock 1796237 0 D Common Stock Warrant (right to buy) 0.01 2009-07-01 4 M 0 139753 0 D 2006-11-13 2009-07-15 Common Stock 139753 0 D Common Stock Warrant (right to buy) 0.01 2009-07-02 4 A 0 7500000 A 2009-07-02 2012-06-29 Common Stock 7500000 7500000 D Common Stock Option (right to buy) 0.38 2009-06-11 4 A 0 166999 0 A 2009-06-11 2019-06-10 Common Stock 166999 166999 I See Foot Note The securities are owned directly by Avenue Special Situations Fund IV, L.P. ("Avenue Special Situations"). The securities are owned directly by Avenue Investments, L.P. ("Avenue Investments"). On July 2, 2009, Avenue AIV US, L.P. ("Avenue AIV") entered into a Warrant Agreement dated as of July 2, 2009 with NextWave Wireless Inc. (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"). Pursuant to a Second Lien Incremental Indebtedness Agreement dated as of July 2, 2009 among NextWave Wireless LLC, the Issuer, The Bank of New York Mellon and the guarantors and purchasers named therein, Avenue AIV acquired the Warrants for an aggregate price of $3,750,000. The securities are owned directly by Avenue AIV. 85% of these options vested on the date of grant. The balance will vest in monthly installments over the next 10 months. The securities are owned directly by Robert T. Symington. Mr. Symington is a director of the Issuer and an employee of Avenue Capital Management II, L.P. (the "Adviser"). The Adviser is the adviser to Avenue AIV, Avenue International Master, L.P., Avenue Investments, Avenue Special Situations , 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 Adviser and Mr. Symington learnt of the grant of such options being reported herein on July 2, 2009. The options being granted herein were reported on Mr. Symington's Form 4 filed with the Securities and Exchange Commission on June 16, 2009. This report is jointly filed by Avenue Capital Management II, L.P. ('Adviser") and the Adviser is the adviser to Avenue AIV, Avenue International Master, L.P., Avenue Investments, Avenue Special Situations, 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. 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 2009-07-06 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 2009-07-06 Avenue Investments, L.P. By: Avenue Partners, LLC its General Partner By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member 2009-07-06 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 2009-07-06 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 2009-07-06 Avenue AIV US, L.P. By: Avenue AIV US GenPar, LLC, its General Partner By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member 2009-07-06 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 2009-07-06