FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.1

FORBEARANCE AGREEMENT
AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 4, 2008 (this “ Agreement ”), is entered into by and among LCC INTERNATIONAL, INC., a Delaware corporation (the “ Borrower ”), the Guarantors identified on the signature pages hereto (the “ Guarantors ” and, collectively with the Borrower, the “ Loan Parties ”), the Lenders identified on the signature pages hereto (the “ Lenders ”) and BANK OF AMERICA, N.A., as administrative agent (the “ Administrative Agent ”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below) as amended hereby.

RECITALS

     A. The Loan Parties, the Lenders and the Administrative Agent have entered into that certain Amended and Restated Credit Agreement dated as of May 29, 2007 (as amended by that certain First Amendment to Amended and Restated Credit Agreement and Waiver dated as of November 30, 2007 and that certain Second Amendment to Amended and Restated Credit Agreement and Waiver dated as of June 25, 2008 and as further amended and otherwise modified from time to time, the “ Credit Agreement ”).

     B. Certain Events of Default have occurred as a result of the Borrower’s failure to comply with (i) Section 2.03(b)(i) of the Credit Agreement with respect to the prepayment of Revolving Loans due on July 22, 2008 in the amount of approximately $1,400,000 in respect of the overadvance that existed on such date and in the amount of approximately $3,600,000 in respect of the overadvance that existed as of the date hereof after giving effect to all payments made by the Borrower on the date hereof (the “ Overadvance Defaults ”), (ii) Section 2.06(c) of the Credit Agreement with respect to the interest payments due and payable on June 30, 2008 and July 31, 2008 (collectively, the “ Payment Defaults ”), (iii) Section 8.11 of the Credit Agreement with respect to certain fiscal quarters ending prior to the date hereof and Section 8.16 of the Credit Agreement with respect to the fiscal quarter ending June 30, 2008 (the “ Existing Covenant Defaults ”), (iv) Section 7.01(b) of the Credit Agreement with respect to the financial statements for the month ended July 31, 2008 (the “ Reporting Default ”), (v) Section 7.02(a) of the Credit Agreement with respect to the Borrower’s 10Q for the fiscal quarter ended June 30, 2008 (the “ 10Q Default ”), (vi) Section 7.05 of the Credit Agreement with respect to the Borrower’s good standing under the Laws of the states of Delaware and Virginia (the “ Good Standing Defaults ”) and (vii) Section 7.04 of the Credit Agreement with respect to the Borrower’s failure to pay certain vendors prior to the date hereof (the “ Vendor Defaults ”).

     C. The Loan Parties have informed the Lender and the Administrative Agent that certain additional Events of Default are expected to occur as a result of the Borrower’s anticipated failure to comply with the financial covenants set forth in Section 8.11 and 8.16 of the Credit Agreement with the respect to the applicable periods ending from and after the date hereof through the Maturity Date (the “ Anticipated Covenant Defaults ” and, together with the Existing Covenant Defaults, the “ Covenant Defaults ”).

     D. The Loan Parties have requested that the Administrative Agent and the Lenders (i) forbear from exercising their rights and remedies arising under the Loan Documents in connection with the Covenant Defaults, the Overadvance Defaults, the Reporting Default, the 10Q Default, the Vendor Defaults and the Good Standing Defaults, (ii) permit the Loan Parties to cure the Payment Defaults, (iii) make additional extensions of credit to the Loan Parties in the form of a new term loan tranche under the Credit Agreement and (iv) make certain modifications to the Credit Agreement.

     E. The Administrative Agent and the Lenders have agreed to do so, but only pursuant to the terms set forth herein.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.  Estoppel, Acknowledgement and Reaffirmation . The Loan Parties hereby acknowledge and agree that, as of September 3, 2008, (a) the Payment Defaults, the Overadvance Defaults, the Reporting Default, the 10Q Default, the Good Standing Defaults, the Vendor Defaults and the Covenant Defaults currently exist and have not been waived by the Administrative Agent and the Lenders and (b) the aggregate outstanding principal amount of (i) the Revolving Loans is not less than $21,951,000 and (ii) the Term Loan is not less than $2,300,000, each of which amounts constitute a valid and subsisting obligation of the Loan Parties to the Lenders that is not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. The Loan Parties hereby acknowledge their obligations under the respective Loan Documents to which they are party, reaffirm that each of the liens and security interests created and granted in or pursuant to the Collateral Documents is valid and subsisting and agree that this Agreement shall in no manner impair or otherwise adversely effect such obligations, liens or security interests, except as explicitly set forth herein.

     2.  Cure of Payment Defaults . On the date hereof, the Loan Parties shall pay to the Administrative Agent (for the ratable benefit of the Lenders) $283,716.38 (the “ Past Due Amount ”) consisting of the amount due under Section 2.06(c) of the Credit Agreement in respect of the interest and late fee payments due and payable on or about July 1, 2008 and August 1, 2008. The Administrative Agent and the Lenders hereby acknowledge and agree that, upon receipt of the Past Due Amount in cash on the date hereof, the Payment Defaults shall be deemed cured and any Defaults or Events of Default arising in connection therewith shall be deemed waived.

     3.  September Amortization Payment . On the date hereof, the Loan Parties shall pay to the Administrative Agent (for the ratable benefit of the Lenders) $650,000 (the “ September Payment ”) to be applied to the Term Loan.

     4.  August Interest Payment . On the date hereof, the Loan Parties shall pay to the Administrative Agent (for the ratable benefit of the Lenders) $130,152.75 (the “ August Interest Payment ”) in respect of the interest payment due under Section 2.06(c) of the Credit Agreement on or about August 30, 2008.

     5.  Forbearance . Subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders hereby agree that, during the Forbearance Period (as defined below), the Administrative Agent and the Lenders shall forbear from exercising any and all rights or remedies available to them under the Loan Documents or under applicable law as a result of the Covenant Defaults, the Reporting Default, the 10Q Default, the Good Standing Defaults, the Vendor Defaults and the Overadvance Defaults, but only to the extent that such rights or remedies arise exclusively as a result of the existence or continuation of the Covenant Defaults, the Reporting Default, the 10Q Default, the Good Standing Defaults, the Vendor Defaults and the Overadvance Defaults; provided , however, that the Administrative Agent and the Lenders shall be free to exercise any or all of their rights and remedies arising on account of the Covenant Defaults, the Reporting Default, the 10Q Default, the Good Standing Defaults, the Vendor Defaults and the Overadvance Defaults at any time upon or after the occurrence of a Forbearance Termination Event (as defined below).

     6.  Forbearance Termination Events . Nothing set forth herein or contemplated hereby is intended to constitute an agreement by the Administrative Agent or the Lenders to forbear from exercising any of the rights or remedies available to them under the Loan Documents or under applicable law (all of which rights and remedies are hereby expressly reserved by the Administrative Agent and the Lenders) upon or after the occurrence of a Forbearance Termination Event. As used herein, a “ Forbearance Termination Event ” shall mean the occurrence of any of the following: (a) any breach of this Agreement (including without limitation, the financial covenants set forth in Section 7 below) by any Loan Party, (b) any Event of Default under the Credit Agreement or any other Loan Document other than the Covenant Defaults, the Reporting Default, the 10Q Default, the Good Standing Defaults, the Vendor Defaults and the Overadvance Defaults or (c) November 25, 2009. The period from the date hereof to (but excluding) the date that a Forbearance Termination Event occurs shall be referred to as the “ Forbearance Period ”.

     7.  Forbearance Period Financial Covenants .

     (a) From and after the date hereof, the Loan Parties shall not permit Consolidated EBITDA to be less than:

Within 10 Business Days of the end of each month, the Loan Parties shall deliver to the Administrative Agent a certificate setting forth the calculation of Consolidated EBITDA, in the same manner as the calculation of Consolidated EBITDA is set forth on a Compliance Certificate, for the applicable period ended as of the last day of the preceding month.

     (b) From and after the date hereof, the Loan Parties shall not permit Consolidated Capital Expenditures, in the aggregate, during any period of the Borrower set forth below to exceed the amount set forth below:

     8.  Borrowing Base/Overadvance . From and after the date hereof, the Loan Parties shall not permit the aggregate principal amount of all Revolving Loans outstanding at any time to exceed the lesser of (A) the Borrowing Base then in effect plus $3,600,000 (less the aggregate amount of any payments hereafter made pursuant to Section 2.05(a) of the Credit Agreement) and (B) the Aggregate Revolving Commitments then in effect (such excess amount, an “ Overadvance ”). If, at any time, an Overadvance exists, the Loan Parties shall immediately prepay the Revolving Loans in an amount equal to the Overadvance. Any failure by the Loan Parties to timely make such prepayment shall constitute an immediate Forbearance Termination Event hereunder and Event of Default under the Credit Agreement.

     9.  Shareholder Guarantor Cure of Events of Default . In the event that a Forbearance Termination Event or an Event of Default occurs as a result of (a) the Loan Parties’ failure to comply with the financial covenants set forth in Section 7 hereof, (b) the Loan Parties’ failure to make a Scheduled Principal Payment as and when due in accordance with Section 2.05(a) of the Credit Agreement or (c) the Loan Parties’ failure to comply with Section 8 hereof, such Forbearance Termination Event or Event of Default, as applicable, shall be deemed cured by the Shareholder Guarantors’ depositing additional cash collateral with the Administrative Agent pursuant to the terms of the Shareholder Guaranty and the Cash Collateral Agreement with a corresponding increase in the amount guaranteed pursuant to the Shareholder Guaranty in an amount equal to (A) in the case of a Forbearance Termination Event described in clause (a) above, the amount of the shortfall of the Loan Parties with respect to the applicable financial covenant, (B) in the case of an Event of Default described in clause (b) above, the amount necessary to make the Scheduled Principal Payment required and (C) in the case of a Forbearance Termination Event described in clause (c) hereof, the amount by which the aggregate principal amount of Revolving Loans outstanding at such time exceeds the amount permitted under Section 8 hereof. In connection with any such deposit of additional cash collateral, the Borrower shall cause the Shareholder Guarantors to execute any documents reasonably requested by the Administrative Agent in connection therewith.

     10.  Forbearance Fee . In consideration of the Lenders’ willingness to enter into this Agreement, the Loan Parties shall be obligated to pay to the Administrative Agent (for the ratable benefit of the Lenders) a forbearance fee of $275,000 (which amount includes, for the avoidance of doubt, fees in the amount of $75,000 accrued prior to the date hereof, the “ Forbearance Fee ”) which fee shall be fully earned and non-refundable as of the date hereof; provided that the Forbearance Fee shall be due and payable upon the occurrence of a Forbearance Termination Event.

     11.  Extension Fees . The Loan Parties shall be obligated to pay to the Administrative Agent (for the ratable benefit of the Lenders) (i) a first extension fee in the amount of 0.2% of the aggregate amount of Obligations outstanding under the Loan Documents as of January 1, 2009, which fee shall be fully earned and non-refundable as of such date, (ii) a second extension fee in the amount of 0.2% of the aggregate amount of Obligations outstanding under the Loan Documents as of April 1, 2009, which fee shall be fully earned and non-refundable as of such date, (iii) a third extension fee in the amount of 0.2% of the aggregate amount of Obligations outstanding under the Loan Documents as of July 1, 2009, which fee shall be fully earned and non-refundable as of such date and (iv) a fourth extension fee in the amount of 0.2% of the aggregate amount of Obligations outstanding under the Loan Documents as of October 1, 2009, which fee shall be fully earned and non-refundable as of such date; provided that the foregoing extension fees shall be due and payable upon the occurrence of a Forbearance Termination Event (to the extent earned prior to or concurrent with the occurrence of such Forbearance Termination Event).

     12.  Guaranty Agreement . The Loan Parties shall cause Milfam Guarantor, LLC and BR Investco, LLC (the “ Shareholder Guarantors ”) to execute and deliver to the Administrative Agent (a) a limited guaranty agreement, in the form attached hereto as Exhibit A (the “ Shareholder Guaranty

Agreement ”) and (b) a lender/guarantor agreement, in the form attached hereto as Exhibit B (the “ Lender/Guarantor Agreement ”).

     13.  Cash Collateral . As collateral security for the obligations of the Shareholder Guarantors under the Shareholder Guaranty Agreement, the Loan Parties shall cause the Shareholder Guarantors (i) to deposit cash in an amount equal to $9,000,000 (the “ Deposit ”) into an account maintained with the Administrative Agent (in which the Loan Parties shall have no interest) and (ii) to execute and deliver a Cash Collateral Agreement, in the form attached hereto as Exhibit C (the “ Cash Collateral Agreement ”), to the Administrative Agent.

     14.  Amendments to Credit Agreement .

     (a) The following definitions in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:

     “ Aggregate Commitments ” means the Aggregate Revolving Commitments, the Aggregate Term Loan Commitments and the Aggregate Term B Loan Commitments.

     “ Collateral Documents ” means, collectively, (a) the Security Agreement and other security documents as may be executed and delivered by the Loan Parties pursuant to the terms of Section 7.14 and (b) the Cash Collateral Agreement.

     “ Commitment ” means, as to each Lender, the Revolving Commitment, the Term Loan Commitment or the Term B Loan Commitment, as applicable, of such Lender.

     “ Default Rate ” means an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that (i) with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (ii) with respect to a Special Rate Loan, the Default Rate shall be an interest rate equal to the Special Rate plus 2% per annum, in each case to the fullest extent permitted by applicable Laws; provided that the Default Rate shall be payable on a Special Rate Loan only so long as an Event of Default has occurred and is continuing as a result of the Loan Parties’ failure to timely make any payment with respect to such Special Rate Loan.

     “ Loan ” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan, a Term Loan or a Term B Loan.

     “ Loan Documents ” means this Agreement, each Note, each Joinder Agreement, the Collateral Documents and the Intercreditor Agreement.

     “ Note ” means the Revolving Notes, the Term Loan Notes and the Term B Loan Notes, individually or collectively, as appropriate.

     (b) The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

     “ Aggregate Term B Loan Commitments ” means the Term B Loan Commitments of all the Lenders. The initial amount of the Aggregate Term B Loan Commitments in effect as of September 4, 2008 is NINE MILLION DOLLARS ($9,000,000).

     “ Cash Collateral Agreement ” means that certain Cash Collateral Agreement dated as of September 4, 2008 given by the Shareholder Guarantors to the Administrative Agent.

     “ Domestic Loan Parties ” means the Loan Parties other than the Foreign Guarantors and Foreign Subsidiaries.

     “ Foreign Guarantor ” means a Guarantor that is a Foreign Subsidiary.

     “ Lender/Guarantor Agreement ” means that certain Lender/Guarantor Agreement, dated as of September 4, 2008, by and among the Shareholder Guarantors and the Lenders.

     “ Obligors ” means, collectively, the Borrower, the Guarantors and the Shareholder Guarantors.

     “ Shareholder Guarantors ” means Milfam Guarantor, LLC and BR Investco, LLC.

     “ Shareholder Guaranty Agreement ” means that certain Shareholder Guaranty Agreement dated as of September 4, 2008 given by the Shareholder Guarantors to the Administrative Agent.

     “ Special Rate ” means for any day a fluctuating rate per annum equal to the Federal Funds Rate plus 9%.

     “ Special Rate Loan ” means a Loan that bears interest at the Special Rate.

     “ Term B Cash Pay Interest ” has the meaning specified in Section 2.06(c) .

     “ Term B Loan ” has the meaning specified in Section 2.01(c) .

     “ Term B Loan Commitment ” means, as to each Lender, its obligation to make Term B Loans to the Borrower pursuant to Section 2.01 , in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

     “ Term B Loan Note ” has the meaning specified in Section 2.09 .

     “ Term B PIK Interest ” has the meaning specified in Section 2.06(c) .

     “ Third Amendment ” means that certain Forbearance Agreement and Third Amendment to Amended and Restated Credit Agreement, dated as of September 4, 2008, by and among the Administrative Agent, the Lenders and the Loan Parties.

     (c) The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended by replacing the pricing grid contained therein with the following pricing grid:

     (d) Each reference to “Loan Party” or “Loan Parties” in the following provisions of the Credit Agreement is amended to read “Domestic Loan Party” or “Domestic Loan Parties”, as applicable:

-definitions of Disposition, Eligible Domestic Accounts Receivable, Eligible Unbilled Receivables, Excluded Property, Permitted Acquisitions (other than clause (d) thereof) and Security Agreement
-Section 7.15
-Section 7.17
-Section 8.08(a)

     (e) The following sentence is added to the end of the definition of “Excluded Taxes” in Section 1.01 of the Credit Agreement:

Notwithstanding anything to the contrary contained in this definition, “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by or on behalf of a Foreign Subsidiary to any Lender hereunder or under any other Loan Document, provided that such Lender shall have complied with the last paragraph of Section 3.01(e) ; and provided further that, if the Borrower or the Foreign Subsidiary informs the Lender with reasonable advance notice that the Lender may be entitled to an exemption or reduction from withholding tax imposed by the jurisdiction in which the Foreign Subsidiary is organized and if the Lender determines in its reasonable discretion that it is entitled to claim such exemption or reduction (with Borrower agreeing to pay any reasonable costs and expenses incurred by the Lender in connection with making such determination and such claim), Lender shall have claimed such exemption or reduction.

     (f) A new Section 2.01(c) is hereby added to the Credit Agreement to read as follows:

     (c) Term B Loan . Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (the “ Term B Loan ”) to the Borrower in Dollars on the effective date of the Third Amendment in an amount not to exceed such Lender’s Term B Loan Commitment. Amounts repaid on the Term B Loan may not be reborrowed. The Term B Loan shall be a Special Rate Loan.

     (g) Section 2.02(a) of the Credit Agreement is hereby amended by adding the following sentence to the end thereof:

Notwithstanding anything to the contrary herein, a Term B Loan may not be converted to a Eurodollar Rate Loan or a Base Rate Loan, but instead shall at all times be a Special Rate Loan.

     (h) Section 2.03(a) of the Credit Agreement is hereby amended by deleting the first sentence thereof and replacing it with the following sentence:

The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans or Eurodollar Daily Floating Rate Loans; (B) any such prepayment shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) (except in connection with any automatic sweep provisions contemplated under Section 7.17 ) and (C) the Borrower may not prepay the Term B Loan until such time as all other Obligations have been repaid in full and the Commitments have been terminated.

     (i) Section 2.03(b)(i)(B) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

     (B) the Borrowing Base then in effect plus $3,600,000 (less the aggregate amount of any payments made pursuant to Section 2.05(a) after September 5, 2008)

     (j) Section 2.03(b)(v)(B) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

     (B) with respect to all amounts prepaid pursuant to Sections 2.03(b)(ii) , (iii) and (iv) :

     (1) first, to the Term Loan (to the remaining principal amortization payments of the Term Loan in reverse order thereof (other than with respect to any prepayment made with Net Cash Proceeds of the Nokia Disposition, which shall be applied (I) first, to the Term Loan in the direct order of maturity in accordance with the amortization schedule set forth in Section 2.05 and (II) thereafter, to the payment of any accrued and unpaid interest on the Loans (but subject to Section 9.04 in the case of payment of interest on the Term B Loan)));

     (2) second, (after the Term Loan has been paid in full) to the Revolving Loans (with a corresponding permanent reduction in the Aggregate Revolving Commitments); and

     (3) third, to the remaining Obligations in the order set forth in Section 9.03 (but subject to Section 9.04 ).

     (k) Section 2.05(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

     (a) The Borrower shall repay the principal balance of the Loans (applied first to the Term Loan until the Term Loan has been repaid in full, and thereafter, to the Revolving Loans with a corresponding reduction to the Aggregate Revolving Commitments) by making a payment on each date set forth below in the respective amount set forth in the table below (each such payment, a “ Scheduled Principal Payment ”):

     (l) Section 2.06(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

     (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Rate, (ii) each Eurodollar Daily Floating Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Eurodollar Daily Floating Rate plus the Applicable Rate, (iii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iv) each Special Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Special Rate.

     (m) Section 2.06(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

     (c) Interest on each Revolving Loan and the Term Loan shall be due and payable in cash in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest on the Term B Loan shall be payable as follows: the Borrower shall make a cash interest payment to the Administrative Agent in an amount equal to the Federal Funds Rate multiplied by the outstanding principal balance of the Term B Loan on each Interest Payment Date (the “ Term B Cash Pay Interest ”), and the Borrower shall pay all interest (including for the avoidance of doubt, any interest at the Default Rate) accrued in respect of the Term B Loan, other than the Term B Cash Pay Interest (the “ Term B PIK Interest ”) upon the earlier to occur of (i) the Maturity Date, (ii) the payment of the Term B Loan in its entirety or (iii) upon acceleration of the Term B Loan after the occurrence of an Event of Default. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

     (n) Section 2.09 of the Credit Agreement is hereby amended by deleting the second-to-last sentence thereof and replacing it with the following sentence:

Each such promissory note shall (i) in the case of Revolving Loans, be in the form of Exhibit 2.09(a) (a “ Revolving Note ”), (ii) in the case of the Term Loan, be in the form of Exhibit 2.09(b) (a “ Term Loan Note ”) and (iii) in the case of the Term B Loan, be in the form of Exhibit 2.09(c) a (“ Term B Loan Note ”).

     (o) A new clause (b) is added to Section 7.12 of the Credit Agreement to read as follows:

     (b) With respect to any Foreign Subsidiary, if a Guarantee of the Obligations by such Foreign Subsidiary could not reasonably be expected to cause any material

adverse tax consequences to the Borrower or violate any agreement or obligation to which such Foreign Subsidiary is a party as of September 4, 2008 (the Borrower and such Foreign Subsidiary hereby agreeing to use commercially reasonable efforts to obtain a waiver of any such agreement or obligation in order to permit the Guarantee of the Obligations by such Foreign Subsidiary), cause such Foreign Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent.

     (p) In clause (a)(ii) of Section 7.14 of the Credit Agreement, the parenthetical “(or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences)” is amended to read “(or such greater percentage that could not reasonably be expected to cause any material adverse tax consequences to the Borrower)”.

     (q) Clause (d) of Section 8.02 of the Credit Agreement is amended to read as follows:

(d) (i) Investments in any Person that is a Domestic Loan Party prior to or upon giving effect to such Investment, provided that if such Investment is a loan or advance from a Foreign Subsidiary, such loan or advance shall be subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent;

     (ii) Investments by any Foreign Guarantor in any Person that is a Foreign Guarantor prior to or upon giving effect to such Investment;

     (r) Clause (b) of Section 8.04 of the Credit Agreement is amended to read as follows:

     (b) any Subsidiary may merge or consolidate with any other Subsidiary provided that (i) if a Domestic Loan Party is a party to such transaction, the continuing or surviving Person is a Domestic Loan Party and (ii) of a Domestic Loan Party is not party to such transaction and a Foreign Guarantor is party to such transaction, the continuing or surviving Person is a Foreign Guarantor,

     (s) Clause (a)(v) of Section 8.09 of the Credit Agreement is amended to read as follows:

     (v) in the case of any Person that is not a Foreign Subsidiary, pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof (and, in the case of a Foreign Subsidiary, after the effective date of the Third Amendment, enter into any Contractual Obligation which encumbers or restricts its ability to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or

     (t) The phrase “or any Shareholder Guarantor” is added after each reference to “or any Subsidiary” in Section 9.01(f) of the Credit Agreement, and the phrase “if (and so long as), in any such case involving any Shareholder Guarantor, the Collateral under and as defined in the Cash Collateral Agreement is subject to any stay or other restriction on the Administrative Agent’s rights and remedies thereunder” is added at the end of such section.

     (u) A new Section 9.04 is hereby added to the Credit Agreement to read as follows:

9.04 Application to Term B Loan

     Notwithstanding anything to the contrary contained herein, including without limitation Section 9.03 , no amounts received by the Administrative Agent or any Lender on account of the Obligations shall be applied by the Administrative Agent to Obligations constituting unpaid principal or Term B PIK Interest of the Term B Loan until such time as all other Obligations have been paid in full and all Commitments terminated. Any amounts thereafter received on account of the Obligations shall be applied by the Administrative Agent (i) first, to unpaid Term B Cash Pay Interest, (ii) second, to the payment of that portion of the Obligations constituting unpaid principal of the Term B Loan and (iii) thereafter, to the payment of that portion of the Obligations constituting Term B PIK Interest, in each case, ratably among the Lenders in proportion to the respective amounts of the Term B Loan held by them.

     (v) Section 11.06(b)(iii)(A) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

     (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or a Shareholder Guarantor; and

     (w) Section 11.06(b)(v) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

     (v) No Assignment to Borrower . No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates (except any Shareholder Guarantor, including any such assignment to such Shareholder Guarantor made pursuant to Section 5 of the Lender/Guarantor Agreement) or Subsidiaries.

     (x) Schedule 2.01 to the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Schedule 2.01

Commitments and Applicable Percentages

     (y) A new Exhibit 2.09(c) is hereby added to the Credit Agreement in the form of Exhibit D attached hereto.

     15.  Financial Consultant . Counsel to the Administrative Agent has retained FTI Consulting, Inc. as its financial consultant (the “ Financial Consultant ”) to advise counsel to the Administrative Agent with regard to the operations and financial performance of the Loan Parties. The Loan Parties shall (a) continue to cooperate fully with the Financial Consultant, which cooperation shall include, but shall not be limited to, allowing the Financial Consultant (i) full access to observe the Loan Parties’ respective operations, (ii) the opportunity to inspect the Loan Parties’ respective financial records and projections and (iii) the opportunity to meet with, upon reasonable notice, the Loan Parties’ officers, the Investment Banker and, to the extent retained, any restructuring consultant or similar advisor and (b) upon demand, reimburse counsel to the Administrative Agent for the reasonable fees and expenses of the Financial Consultant.

     16.  Investment Banker . On or before September 15, 2008, the Loan Parties shall select a qualified investment banker reasonably acceptable to the Administrative Agent and the Lenders (the “ Investment Banker ”). On or before September 22, 2008, the Loan Parties shall have retained the Investment Banker to evaluate the feasibility of, and, as requested by the Borrower, facilitate, a sale or sales of certain assets, lines of business or Equity Interests in Subsidiaries of the Loan Parties and any and all alternatives for raising capital to enable the Loan Parties to repay all Obligations under the Loan Documents. The Loan Parties hereby agree that they shall require the Investment Banker, pursuant to the terms of such retention, to deliver the Investment Banker’s initial report regarding the feasibility of a sale or sales of certain assets, lines of business or Equity Interests in Subsidiaries of the Loan Parties and any and all alternatives for raising capital to enable the Loan Parties to repay all Obligations under the Loan Documents to the Administrative Agent, the Lenders and the Financial Consultant on or before October 31, 2008. The Loan Parties shall pay all costs and fees associated with the retention of the Investment Banker as and when due. The Loan Parties hereby agree to cooperate fully with the Investment Banker and to allow the Investment Banker to have access to such information regarding the Loan Parties’ operations and financial performance as is reasonably requested by the Investment Banker or the Administrative Agent. Upon the request of the Administrative Agent, the Loan Parties shall make the Investment Banker available to the Administrative Agent, the Lenders and the Financial Consultant to provide such information as is reasonably requested by the Administrative Agent, the Lenders and the Financial Consultant.

     17.  Joinder of Guarantors . On or before October 31, 2008 and in any event, within 10 Business Days after the Administrative Agent or its counsel shall have delivered the applicable documentation to the Loan Parties, the Loan Parties shall cause each of their respective Subsidiaries identified on Schedule A hereto (the “ Foreign Loan Parties ”) to (a) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement (or other documentation acceptable to the Administrative Agent) and such other documents as the Administrative Agent shall reasonably request, (b) grant a security interest (or the applicable foreign equivalent) on its personal property as collateral for its obligations as a Guarantor and deliver any related instruments, documents or filings as are reasonably requested by the Administrative Agent in connection with such security interest and (c) deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel as the Administrative Agent shall reasonably request, all in form content and scope reasonably satisfactory to the Administrative Agent; provided that, in the case of LCC Wireless Communications Espana, SA (“ LCC Spain ”) and LCC Networth Services, BV (“ LCC Netherlands ”) such Guarantee of the Obligations or granting of such security interest by LCC Spain or LCC Netherlands shall not be required to the extent that, and for so long as, such Guarantee of the Obligations or granting of such security interest, as applicable, could not reasonably be expected to violate any agreement or obligation to which LCC Spain

or LCC Netherlands is a party as of September 4, 2008 (the Borrower and LCC Spain or LCC Netherlands, as applicable, hereby agreeing to use commercially reasonable efforts to obtain a waiver of any such agreement or obligation in order to permit the Guarantee of the Obligations and grant of security interest by LCC Spain or LCC Netherlands, as applicable).

     18.  Pledged Equity .

     (a) On or prior to the date hereof, the Loan Parties shall cause 100% of the Equity Interests of all Foreign Subsidiaries directly owned by the Borrower or any Domestic Subsidiary on the date hereof to be pledged to the Administrative Agent, for the ratable benefit of the Lenders, to secure the Obligations pursuant to documentation in form and substance satisfactory to the Administrative Agent. On or before September 10, 2008, the Loan Parties shall (i) deliver to the Administrative Agent all certificates evidencing such Equity Interests, together with duly executed in blank, undated stock powers attached thereto (unless deemed unnecessary by the Administrative Agent in its reasonable discretion) and (ii) deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel as the Administrative Agent shall reasonably request, all in form content and scope reasonably satisfactory to the Administrative Agent.

     (b) On or before October 31, 2008 and in any event, within 10 Business Days after the Administrative Agent or its counsel shall have delivered the applicable documentation to the Loan Parties, the Loan Parties shall (i) cause 100% of the Equity Interests of all Foreign Subsidiaries directly owned by any Foreign Loan Party on the date hereof to be pledged to the Administrative Agent, for the ratable benefit of the Lenders, to secure the Obligations pursuant to documentation in form and substance satisfactory to the Administrative Agent, (ii) deliver to the Administrative Agent all certificates evidencing such Equity Interests, together with duly executed in blank, undated stock powers attached thereto (unless deemed unnecessary by the Administrative Agent in its reasonable discretion) and (iii) deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel as the Administrative Agent shall reasonably request, all in form content and scope reasonably satisfactory to the Administrative Agent; provided that the Administrative Agent shall not require the Loan Parties to take actions necessary to perfect the pledge described herein in the jurisdictions of any Foreign Subsidiary that is not a jurisdiction of any Foreign Loan Party; provided further that such pledge of Equity Interests of such Foreign Subsidiary shall not be required to the extent that, and for so long as, such pledge of Equity Interests of such Foreign Subsidiary could not reasonably be expected to violate any agreement or obligation to which such Foreign Subsidiary, LCC Netherlands or LCC Spain is a party as of September 4, 2008 (the Borrower and such Foreign Subsidiary, LLC Netherlands or LCC Spain, as applicable, hereby agreeing to use commercially reasonable efforts to obtain a waiver of any such agreement or obligation in order to permit such pledge of Equity Interests of such Foreign Subsidiary).

     19.  July 2008 Financial Statements . On or before September 20, 2008, the Loan Parties shall deliver to the Administrative Agent the financial statements and other deliverables described in Section 7.01(b) of the Credit Agreement for the month ended July 31, 2008.

     20.  Good Standing . On or before September 30, 2008, the Borrower shall renew its good standing under the Laws of the states of Delaware and Virginia and shall deliver evidence of such good standing to the Administrative Agent.

     21.  Effectiveness; Conditions Precedent . This Agreement (and any obligation of the Lenders to make the Term B Loan available to the Loan Parties) shall be effective as of the date hereof upon satisfaction of the following conditions in form and substance satisfactory to the Administrative Agent:

     (a) The Administrative Agent shall have received counterparts of this Agreement duly executed by each of the Loan Parties, the Administrative Agent and each of the Lenders.

     (b) The Administrative Agent shall have received the Term B Loan Note, duly executed by the Borrower.

     (c) The Administrative Agent shall have received the Past Due Amount, the September Payment and the August Interest Payment.

     (d) The Administrative Agent shall have received (i) the Deposit, (ii) counterparts of the Shareholder Guaranty Agreement and the Cash Collateral Agreement duly executed by the Shareholder Guarantors and the Administrative Agent and (iii) such Organization Documents, resolutions and favorable opinions of counsel related to the Shareholder Guarantors, the Shareholder Guaranty Agreement and the Cash Collateral Agreement as the Administrative Agent shall reasonably request, all in form content and scope reasonably satisfactory to the Administrative Agent.

     (e) The Administrative Agent shall have received a retainer in the amount of $150,000 (the “ Retainer ”), which Retainer, for the avoidance of doubt, represents an estimate rather than a cap, in respect of expenses expected to be incurred by the Administrative Agent in c