FACE OF NOTE] CLEARWIRE COMMUNICATIONS LLC and CLEARWIRE FINANCE, INC., 12% Senior Secured Note due 2015Senior Secured Note • December 13th, 2010 • Clearwire Corp /DE • Communications services, nec
CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company (the “Company”) and CLEARWIRE FINANCE, INC., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of Dollars ($ ), on December 1, 2015.
AMENDMENT TO EQUITYHOLDERS’ AGREEMENTEquityholders’ Agreement • December 13th, 2010 • Clearwire Corp /DE • Communications services, nec
THIS AMENDMENT (this “Amendment”) of that certain Equityholders’ Agreement dated as of November 28, 2008 (the “Agreement”) is entered into as of December 8, 2010 (the “Effective Date”), by and among CLEARWIRE CORPORATION, a Delaware corporation (the “Company”), SPRINT HOLDCO, LLC, a Delaware limited liability company (“Sprint”), EAGLE RIVER HOLDINGS, LLC, a Washington limited liability company (“Eagle River”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008A, a Delaware corporation (“Intel A”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008B, a Delaware corporation (“Intel B”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008C, a Delaware corporation (“Intel C”), INTEL CAPITAL CORPORATION, a Delaware corporation (“Intel Capital”), INTEL CAPITAL (CAYMAN) CORPORATION, a Cayman Islands corporation (“Intel Cayman”), MIDDLEFIELD VENTURES, INC., a Delaware corporation (“Middlefield”, and together with Intel A, Intel B, Intel C, Intel Capital and Intel Cayman, “Intel”), and COMCAST C
CLEARWIRE COMMUNICATIONS LLC and CLEARWIRE FINANCE, INC., as Issuers, GUARANTORS NAMED HEREIN, as Guarantors, and WILMINGTON TRUST FSB, as Trustee Indenture Dated as of December 8, 2010 8.25% Exchangeable Notes due 2040Indenture • December 13th, 2010 • Clearwire Corp /DE • Communications services, nec • New York
CLEARWIRE COMMUNICATIONS LLC and CLEARWIRE FINANCE, INC., as Issuers, SUBSIDIARY GUARANTORS NAMED HEREIN, as Subsidiary Guarantors, and WILMINGTON TRUST FSB, as Second-Priority Trustee and Second-Priority Collateral Agent Second-Priority Indenture...Second-Priority Indenture • December 13th, 2010 • Clearwire Corp /DE • Communications services, nec • New York
INTERCREDITOR AGREEMENT dated as of December 9, 2010, among CLEARWIRE COMMUNICATIONS LLC, CLEARWIRE FINANCE, INC., the other GRANTORS party hereto, WILMINGTON TRUST FSB, as Existing First-Priority Collateral Agent, WILMINGTON TRUST FSB, as November...Intercreditor Agreement • December 13th, 2010 • Clearwire Corp /DE • Communications services, nec • New York
Intercreditor Agreement (this “Agreement”), dated as of December 9, 2010 among Wilmington Trust FSB, as trustee (in such capacity, the “November 2009 Trustee”) and collateral agent (in such capacity, the “Existing First-Priority Collateral Agent”) for the holders of the November 2009 Notes (such term, and other capitalized terms used herein but not otherwise defined, having the meaning set forth in Section 1.1 below) and the December 2009 Notes, Wilmington Trust FSB, as trustee (in such capacity, the “December 2009 Trustee”) for the holders of the December 2009 Notes, Wilmington Trust FSB, as trustee (in such capacity, the “Second-Priority Trustee”) and collateral agent for the holders of the Second-Priority Notes (in such capacity, the “Existing Second-Priority Collateral Agent”), Clearwire Communications LLC, a Delaware corporation (the “Company”), Clearwire Finance, Inc. (“FinanceCo,” and together with the Company, the “Issuers”) and each of the other Grantors party hereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2010 • Clearwire Corp /DE • Communications services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is made and entered into as of December 8, 2010 among CLEARWIRE CORPORATION, a Delaware Corporation (the “Parent” ), CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company (the “Company” ), and CLEARWIRE FINANCE, INC., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”), the entities listed on Schedule 2 to the Purchase Agreement (the “Guarantors”) and J.P. MORGAN SECURITIES LLC, as representative (the “Representative”) of the several initial purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
SECOND LIEN COLLATERAL AGREEMENT made by CLEARWIRE COMMUNICATIONS LLC and certain of its Subsidiaries in favor of Wilmington Trust FSB, as Second- Priority Collateral Agent Dated as of December 9, 2010Second Lien Collateral Agreement • December 13th, 2010 • Clearwire Corp /DE • Communications services, nec • New York
SECOND LIEN COLLATERAL AGREEMENT, dated as of December 9, 2010, among CLEARWIRE COMMUNICATIONS LLC (the “Company”), CLEARWIRE FINANCE, INC. (“Finance Co” and together with the Company, the “Issuers”), all of the other Subsidiaries of the Issuers listed on Annex A hereto or that become a party hereto pursuant to Section 7.16 hereof (each such subsidiary being a “Guarantor” and, the Guarantors, Finance Co and the Company are referred to collectively as the “Grantors”), and Wilmington Trust FSB, as collateral agent (the “Second-Priority Collateral Agent”), pursuant to an indenture, dated as of December 9, 2010 (as amended, supplemented or otherwise modified from time to time, the “Second-Priority Indenture”) among the Issuers, each Guarantor, and Wilmington Trust FSB, as trustee (the “Second-Priority Trustee”) on behalf of the holders of the Second-Priority Notes (as defined below) (the “Holders”). Capitalized terms used but not defined herein shall have the meanings assigned to them in t
STOCK DELIVERY AGREEMENTStock Delivery Agreement • December 13th, 2010 • Clearwire Corp /DE • Communications services, nec • New York
This agreement (“Agreement”) is made and entered into as of December 8, 2010, by and among Clearwire Communications LLC, a Delaware limited liability company (“Clearwire Communications”), Clearwire Finance, Inc., a Delaware corporation (“Clearwire Finance” and together with Clearwire Communications, the “Issuers”), and Clearwire Corporation, a Delaware corporation (“Parent”).
