AGREEMENT AND PLAN OF MERGER by and among SPRINT NEXTEL CORPORATION, COLLIE ACQUISITION CORP. and CLEARWIRE CORPORATION Dated as of December 17, 2012Merger Agreement • December 18th, 2012 • Sprint Nextel Corp • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 17, 2012 (this “Agreement”), by and among Sprint Nextel Corporation, a Kansas corporation (“Sprint”), Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sprint (“Acquisition Corp.” and, together with Sprint, the “Sprint Parties”), and Clearwire Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 7.1.
NOTE PURCHASE AGREEMENT dated as of December 17, 2012 among CLEARWIRE CORPORATION and CLEARWIRE COMMUNICATIONS, LLC and CLEARWIRE FINANCE, INC., as Issuers, and SPRINT NEXTEL CORPORATION, as PurchaserNote Purchase Agreement • December 18th, 2012 • Sprint Nextel Corp • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of [—] (this “Indenture”), among CLEARWIRE COMMUNICATIONS, LLC, a Delaware limited liability company (the “Company”) having its principal executive offices at 1475 120th Avenue NE, Bellevue, WA 98005, the direct subsidiary of the Company, CLEARWIRE FINANCE, INC., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”) having its principal executive offices at 1475 120th Avenue NE, Bellevue, WA 98005, the Guarantors (as defined below) from time to time party hereto, and [WILMINGTON TRUST, NATIONAL ASSOCIATION], a federal savings bank, as trustee (in such capacity, the “Trustee”).
