CLEARWIRE CORPORATION
Exhibit 10.2
CLEARWIRE CORPORATION
0000 000xx Xxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
November 30, 2011
Sprint Nextel Corporation
Sprint Holdco, LLC
Sprint Spectrum L.P.
0000 Xxxxxx Xxxxxxx
Xxxxxxxx Xxxx, Xxxxxx 00000
Re: Commitment Agreement and Related Documents
Ladies and Gentlemen:
Reference is made to that certain Commitment Agreement, to be entered into on the date hereof, by and among Sprint Nextel Corporation (“Sprint Nextel”), Sprint HoldCo, LLC (“Sprint HoldCo” and, together with Sprint Nextel, the “Sprint Parties”), Clearwire Corporation (“Clearwire”) and Clearwire Communications LLC (“Clearwire LLC” and, together with Clearwire, the “Clearwire Parties” and, together with the Sprint Parties and Sprint Spectrum L.P., the “Parties”), including the exhibits thereto (the “Commitment Agreement”), the Sprint/Clearwire Release, the MVNO Agreement and the MVNO Agreement Amendment. Capitalized terms used herein without definition shall have the meaning set forth in the Commitment Agreement.
By signing below you agree that upon the exercise of your preemptive rights pursuant to Section 3.5 of the Equityholders’ Agreement, as contemplated by Section 2 of the Commitment Agreement, you will purchase only shares of Class B Common Stock and a corresponding number of Class B Units in Clearwire Communications LLC and will not take any action, or exercise any right, to cause such shares to be converted into shares of Class A Common Stock, unless and until the Charter Amendment becomes effective. We agree that we will use commercially reasonable best efforts to cause the Charter Amendment to become effective as soon as reasonably practicable.
Except as expressly supplemented, superseded or modified hereby, the terms of the Commitment Documents shall remain unchanged.
This Letter: (i) may be changed only in writing signed by each of the parties hereto, and (ii) shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the choice of law provisions thereof. This Letter may be executed in counterparts and by different parties on separate counterpart signature pages, each of which
Sprint Nextel Corporation
Sprint Holdco, LLC
Sprint Spectrum L.P.
November 30, 2011
Page 2
constitutes an original and all of which taken together constitute one and the same agreement. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof.
If you are in agreement with the terms of this Letter, please indicate your acceptance by signing below.
| Very truly yours, | ||
| CLEARWIRE CORPORATION | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | President & Chief Executive Officer | |
| CLEARWIRE COMMUNICATIONS LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | President & Chief Executive Officer | |
Sprint Nextel Corporation
Sprint Holdco, LLC
Sprint Spectrum L.P.
November 30, 2011
Page 3
Accepted and agreed to this 30th day of November, 2011
| SPRINT NEXTEL CORPORATION | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Senior Vice President | |
| SPRINT HOLDCO LLC | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | President | |
| SPRINT SPECTRUM L.P. | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Vice President | |
