NextWave Wireless (WAVE)

•

the Company’s financial results for 2008, as presented below, are preliminary in nature and are subject to the completion of the Company’s financial statement close and reporting process and the completion of the audit performed by the Company’s independent registered public accounting firm;

•

as the Company’s final Board-approved annual operating plan for 2009 has not yet been provided to its independent registered public accounting firm, the Company is not in a position to determine whether the report of the Company’s independent registered public accounting firm on the 2008 consolidated financial statements will contain an explanatory paragraph indicating substantial doubt about the Company’s ability to continue as a going concern. The inclusion of such a paragraph would constitute a default under the Company's secured notes, which would allow the Company’s secured note holders to accelerate payment of the principal and accrued but unpaid interest thereon if the majority in principal amount of any such series of notes determines to take such action and if the Company cannot obtain a timely waiver from the note holders;

•

the Company’s failure to timely deliver a new operating budget approved by the Board of Directors to the holders of its secured notes is an existing default under its 7% Senior Secured Notes due 2010 (the “Senior Notes”) and Senior-Subordinated Secured Second Lien Notes due 2011 (the “Second Lien Notes”), with the potential consequences described above if the Company were to receive notice of acceleration, unless the Company is successful in obtaining a waiver of such default;

•

as a result of the deficiencies in internal control over financial reporting related to the accounting for deferred tax attributes associated with the Company’s wireless spectrum assets and debt redemptions made during the fourth quarter, the Company and its independent registered public accounting firm may conclude that a material weakness in the Company’s internal control over financial reporting exists at December 27, 2008;

•

the Company’s ability to successfully complete its global restructuring initiative announced in the fourth quarter of 2008 is crucial to its ability to continue as a going concern;

•

the Company is highly leveraged and its operating flexibility will be significantly reduced by its debt covenants;

•

the terms of the Company’s Senior Notes and Second Lien Notes require it to certify as to the Company’s cash balances, comply with a restrictive operating budget and meet asset sale targets and any failure to comply with these terms will have adverse economic consequences;

•

the Company’s ability to retire its debt on or prior to maturity dates starting in 2010 will require the Company to successfully sell a substantial portion of its domestic and international spectrum assets and if such sales are not successful the Company may be unable to refinance its debt due to its financial condition and global economic conditions;

•

the failure of the Company’s Multimedia segment to sustain and grow its business in the current challenging economic climate may adversely impact the Company’s ability to comply with its operating budget and will have an adverse effect on its business;

•

the Company’s common stock could be delisted from the NASDAQ Global Market if its stock price continues to trade below $1.00 per share; and

•

changes in government regulations or global economic conditions could affect the value of the Company’s wireless spectrum assets.