EXHIBIT 4.6

                                                               EXECUTION VERSION
                                                    INTEL/CLEARWIRE CONFIDENTIAL

                            INVESTOR RIGHTS AGREEMENT

     THIS INVESTOR RIGHTS AGREEMENT (the "AGREEMENT") dated as of August 29,
2006, is by and among Clearwire Corporation, a Delaware corporation (the
"COMPANY"), Intel Pacific, Inc., a Delaware corporation ("INTEL"), and Motorola,
Inc., a Delaware corporation ("MOTOROLA") (Intel and Motorola individually, an
"INVESTOR," and collectively, the "INVESTORS").

     WHEREAS, the Investors have acquired and hold as of the date of this
Agreement shares of Class A common stock, $0.0001 par value (the "CLASS A COMMON
STOCK"), and Class B common stock, $0.0001 par value (the "CLASS B COMMON
STOCK"), of the Company, including those shares purchased by Intel under that
certain Common Stock Purchase Agreement dated as of June 28, 2006 (the "STOCK
PURCHASE AGREEMENT"), and by Motorola under that certain Subscription Agreement
dated as of June 30, 2006, or other securities convertible into shares of Class
A Common Stock; and

     WHEREAS, the Company wishes to grant certain registration rights with
respect to the shares of stock of the Company issued to the Investors, as
provided further herein.

     NOW THEREFORE, in consideration of the promises herein contained and other
good and valuable consideration, the parties hereto agree as follows:

     1. Definitions. As used in this Agreement:

          (i) the term "ACT" means the Securities Act of 1933, as amended, and
the rules and regulations thereunder;

          (ii) the term "AFFILIATE" of any specified Person means any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "CONTROL" (including, with correlative meanings, the terms
"CONTROLLING," "CONTROLLED BY" and "UNDER COMMON CONTROL WITH"), as used with
respect to any Person shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person whether through the ownership of voting securities or by agreement or
otherwise.

          (iii) the term "COMMISSION" means the Securities and Exchange
Commission or any other federal agency at the time administering the Act;

          (iv) the term "COMMON STOCK" means any and all classes of the
Company's common stock as authorized pursuant to the Company's Amended Restated
Certificate of Incorporation, as may be amended or restated from time to time;

          (v) the term "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder;

          (vi) the term "HOLDER" means an Investor, as long as such Investor
owns Registrable Securities, any Affiliate of an Investor, and any Permitted
Transferee of an Investor to whom the registration rights conferred by this
Agreement have been transferred in compliance with Section 14;


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          (vii) the terms "REGISTER," "REGISTERED" and "REGISTRATION" mean a
registration effected by preparing and filing a registration statement in
compliance with the Act (and any post-effective amendments filed or required to
be filed) and the declaration or ordering of effectiveness of such registration
statement;

          (viii) the term "PERMITTED TRANSFEREE" shall mean (i) any Affiliate of
an Investor or other Holder, (ii) any Person who acquires at least 5,000,000
shares of Registrable Securities from an Investor or other Holder;

          (ix) the term "PERSON" means an individual, corporation, limited
liability company, trust, partnership, general partnership, or other entity;

          (x) the term "REGISTRABLE SECURITIES" means (A) any Class A Common
Stock, (B) any shares of Class A Common Stock issuable upon conversion of any
Class B Common Stock of the Company, and (C) any Common Stock of the Company
issued as a dividend or other distribution with respect to, or in exchange for
or in replacement of, the shares of Class A Common Stock or Class B Common
Stock, in each case, held by any stockholder of the Company from time to time,
including the Holders;

          (xi) the term "REGISTRATION EXPENSES" means all third-party expenses
incurred by the Company in compliance with Section 2 and Section 3 hereof,
including, without limitation, all registration and filing fees, printing
expenses, accounting fees and expenses, fees and disbursements of counsel for
the Company, the underwriters and one special counsel for the selling Holders,
if any, blue sky fees and expenses and the third-party expenses of any special
audits incident to or required by any such registration (but excluding
underwriters' and brokers' discounts and commissions);

          (xii) the term "WARRANT HOLDERS REGISTRATION RIGHTS AGREEMENT" means
that certain Registration Rights Agreement, dated as of August 5, 2005, by and
among the Company and the holders of warrants to acquire shares of the Company's
common stock who are parties thereto, as it exists on the date hereof; and

          (xii) the term "WARRANT HOLDERS SHELF REGISTRATION" means a
registration of the Company's securities effected pursuant to Section 2.1 of the
Warrant Holders Registration Rights Agreement.

     2. Company Registration.

          (a) Right to Register. Whenever the Company proposes to register any
of its Common Stock under the Act, whether for its own account or for the
account of others (other than (i) a registration relating solely to employee
benefit plans, (ii) a registration relating to a corporate reorganization or
other transaction covered by Rule 145 under the Act, (iii) a registration on any
form that does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities, or (iv) a registration in which the only Common Stock
being registered is Common Stock issuable upon conversion of debt securities
that are also being registered) and the registration form to be used may be used
for the registration of Registrable Securities (a "PIGGYBACK REGISTRATION"), the
Company will: (a) give prompt written notice thereof to each Holder (which shall
include a list of the jurisdictions in


                                        2



which the Company intends to attempt to qualify such securities under the
applicable blue sky or other state securities laws) and (b) upon the written
request of a Holder given within twenty (20) days after mailing of such notice
by the Company, the Company shall, subject to the provisions of this Section 2,
use commercially reasonable efforts to cause to be registered under the Act all
of the Registrable Securities that the Holder has requested to be registered.

          (b) Right to Terminate Registration. The Company shall have the right
to terminate, withdraw or delay any registration initiated by it under this
Section 2 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration. The Company shall
give written notice of such determination to each Holder that has elected to
include securities in such registration and, in the case of a determination to
terminate or withdraw the registration statement, the Company shall be relieved
of its obligation to register any Registrable Securities in connection with such
registration statement, and in the case of a determination to delay
effectiveness, the Company shall be permitted to delay effectiveness for any
period. The expenses of such terminated, withdrawn or delayed registration shall
be borne by the Company in accordance with Section 3(a)(iv).

          (c) Priority on Registrations. Each Holder acknowledges and agrees
that its rights under this Section 2 shall be subject to cutback provisions
imposed by a managing underwriter under Section 2(d). If, as a result of the
cutback provisions of the preceding sentence, a Holder is not entitled to
include all of its requested Registrable Shares in such registration, then the
Holder may elect to withdraw its request to include any or all of its
Registrable Shares in such registration.

          (d) Underwritten Offerings. In the event of an underwritten offering,
the Company and each Holder shall make such arrangements with the underwriters
so that such Holder may participate in the offering on the same terms as the
Company and any other party selling securities in such offering. The Company
shall not be required under this Section 2 to include any of a Holder's
securities in such underwriting unless such Holder accepts the terms of the
underwriting as agreed upon between the Company and the underwriters selected by
it (or by other persons entitled to select the underwriters) and enters into an
underwriting agreement in customary form with an underwriter or underwriters
selected by the Company, and then only in such quantity as the underwriters
determine in their sole discretion will not jeopardize the success of the
offering by the Company. Notwithstanding any other provision of this Agreement,
if the managing underwriter(s) determine(s) in good faith that marketing factors
require a limitation of the number of shares to be underwritten, then the
managing underwriter(s) may exclude shares (including Registrable Securities)
from the registration and the underwriting, and the number of shares that may be
included in the registration and the underwriting shall be allocated, (i) first,
to the Company for securities that the Company proposes to register for its own
account; (ii) second, to any stockholders of the Company who exercised a
contractual right to demand that such registration statement be filed, on a pari
passu basis based upon the Registrable Securities held by such stockholders;
(iii) third, to each of the Holders requesting inclusion of their Registrable
Securities in such registration statement and to any other holders of incidental
or "piggyback" registration rights requesting inclusion of their Registrable
Securities in such registration statement, on a pari passu basis based upon the
Registrable Securities held by such holders; and (v) fourth, to other securities
of the Company to be registered on behalf of any other holder. Any Registrable
Securities excluded and withdrawn from such underwriting shall be withdrawn from
the


                                        3



registration. Notwithstanding the foregoing, each Holder acknowledges and agrees
that the allocation provisions set forth in this Section 2(d) are subject to
adjustment in certain circumstances to allow the Company to comply with its
obligations to the holders of Transfer Restricted Securities under the Warrant
Holders Registration Rights Agreement; provided, however, that to the extent
that the cutback provisions set forth in Section 2.2b of the Warrant Holders
Registration Rights Agreement have the effect of limiting the number of the
Holders' Registrable Securities included in any underwritten Piggyback
Registration in a manner that is disproportionate to the other holders of
incidental or "piggyback" registration rights (each, a "LIMITED PIGGYBACK
REGISTRATION"), any Registrable Securities that may be included in any future
underwritten Piggyback Registration by holders of incidental or "piggyback"
registration rights shall be allocated first to the Holders until such time as
such Registrable Securities of the Holders requested to be included in the
Limited Piggyback Registration but not included as a result of the foregoing
have been included in such Piggyback Registration and, only thereafter, will the
remaining Registrable Securities available to be included in such Piggyback
Registration be allocated to the Holders and any other holders of incidental or
"piggyback" registration rights on a pari passu basis based upon the Registrable
Securities held by such holders. For any Holder which is a partnership or
corporation, the partners, retired partners and shareholders of such Holder, or
the estates and family members of any such partners and retired partners and any
trusts for the benefit of any of the foregoing persons shall be deemed to be a
single "Holder," and any pro rata reduction with respect to such "Holder" shall
be based upon the aggregate amount of shares carrying registration rights owned
by all Persons included in such "Holder," as defined in this sentence.

     3. Demand and Form S-3 Registrations.

          (a) Demand Registration.

               (i) Request by Holders. If the Company shall receive at any time
after six (6) months after the effective date of the Company's initial public
offering of its securities pursuant to a registration filed under the Act, a
written request from the Holders of a majority of the Registrable Securities
then outstanding that the Company file a registration statement under the Act
covering the registration of Registrable Securities pursuant to this Section
3(a), then the Company shall, within twenty (20) days after the receipt of such
written request, give written notice of such request (the "REQUEST NOTICE") to
all Holders, and effect, as soon as practicable, the registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of the Registrable
Securities as are specified in such request and any additional requests by other
Holders received by the Company within twenty (20) days after receipt of the
Request Notice, subject only to the limitations of this Section 3(a); provided
that the Registrable Securities requested to be registered pursuant to such
request must have an anticipated aggregate price to the public (before any
underwriting discounts and commissions) of not less than Twenty-Five Million
Dollars ($25,000,000).

               (ii) Maximum Number of Demand Registrations. Notwithstanding the
limitations set forth in Section 3(a)(i), and in addition to the rights set
forth therein, the Company is obligated pursuant to this Section 3(a) to effect
one (1) demand registration for Intel and its Permitted Transferees and one (1)
demand registration for Motorola and its Permitted Transferees; provided,
however, if all of the Holders' Registrable Securities that were requested to be
included in a registration pursuant to this Section 3(a) were not included in
such registration


                                        4



as a result of cutback provisions imposed by a managing underwriter pursuant to
Section 3(c) or otherwise, then such registration shall not count against Holder
as a demand registration under this Section 3(a)(ii) and the Company shall be
obligated to effect one (1) additional registration pursuant to this Section
3(a).

               (iii) Deferral. Notwithstanding the foregoing, if the Company
shall furnish to Holders requesting the filing of a registration statement
pursuant to this Section 3(a), a certificate signed by the President or Chief
Executive Officer of the Company stating that, in the good faith judgment of the
Board of Directors of the Company, it would be seriously detrimental to the
Company and its stockholders for such registration statement to be filed at such
time and it is therefore essential to defer the filing of such registration
statement, then the Company shall have the right to defer such filing for a
period of not more than ninety (90) days after receipt of the request of the
Initiating Holders; provided, however, that the Company may not utilize this
right more than once in any twelve (12) month period.

               (iv) Expenses for Withdrawn Registrations. Notwithstanding the
provisions of Section 5(a), the Company shall not be required to pay for any
expenses of any registration proceeding begun pursuant to this Section 3(a) if
the registration request is subsequently withdrawn at the request of the Holders
of a majority of the Registrable Securities to be registered, unless the Holders
of a majority of the Registrable Securities then outstanding agree to forfeit
their right to the demand registration pursuant to this Section 3(a) (in which
case such right shall be forfeited by all Holders of Registrable Securities);
provided, further, however, that if at the time of such withdrawal, the Holders
have learned of a material adverse change in the condition, business, or
prospects of the Company not actually known to the Holders at the time of their
request for such registration and have withdrawn their request for registration
with reasonable promptness after learning of such material adverse change, then
the Holders shall not be required to pay any of such expenses and shall retain
their demand registration right pursuant to this Section 3(a) notwithstanding
such withdrawal.

          (b) Form S-3 Registration.

               (i) After the Company is eligible to register Registrable
Securities on Form S-3, each Holder shall have the right to demand the Company
effect a registration with respect to all or a part of its Registrable
Securities on Form S-3 and any related qualification or compliance. Any such
demand shall not be considered a demand registration request pursuant to Section
3(a). Upon receipt of written request, the Company shall, as soon as
practicable, (i) give written notice of the proposed registration to all other
Holders, and any related qualification and compliance, and (ii) effect such
registration and all such qualifications and compliances as may be so requested
and as would permit or facilitate the sale and distribution of all or such
portion of such Holder's Registrable Securities as are specified in such request
together with the Registrable Securities requested to be included by any other
Holders who notify the Company in writing within 10 business days after receipt
of such notice from the Company; provided, however, that the Company shall not
be obligated to effect any such registration, qualification or compliance
pursuant to this Section 3(b):

                    (A) if Form S-3 is not available for such offering by the
Holder;


                                        5



                    (B) if the Holder, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an aggregate
price to the public of less than Five Million Dollars ($5,000,000);

                    (C) if the Company shall furnish to the Holder a certificate
signed by the President or Chief Executive Officer of the Company stating that,
in the good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its shareholders for such Form S-3
Registration to be effected at such time, in which event the Company shall have
the right to defer the filing of the Form S-3 registration statement no more
than once during any twelve (12) month period for a period of not more than one
hundred eighty (180) days following receipt of the request of the Holder under
this Section 3(b);

                    (D) if the Company has, within the 12 month period preceding
the date of such request, already effected one (1) registration on Form S-3
pursuant to this Section 3(b); provided, however, if all of the Holders'
Registrable Securities requested to be included in the prior registration were
not included in the prior registration as a result of cutback provisions imposed
by a managing underwriter pursuant to Section 3(c) below, then the Holders shall
have the right to demand one (1) additional registration on Form S-3 during such
12-month period; or

                    (E) in any particular jurisdiction in which the Company
would be required to qualify to do business or to execute a general consent to
service of process in effecting such registration, qualification or compliance.

          (c) Underwriting. If the Holders initiating the registration request
under this Section 3 (the "INITIATING HOLDERS") intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
then they shall so advise the Company as a part of its request made pursuant to
this Section 3 and the Company shall include such information in the notices
referred to in Section 3(a)(i) or Section 3(b)(i), as applicable. In such event,
the right of any Holder to include his, her or its Registrable Securities in
such registration shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting (unless otherwise mutually agreed by a majority in interest of the
Initiating Holders and such Holder) to the extent provided herein. All Holders
proposing to distribute their securities through such underwriting shall enter
into an underwriting agreement in customary form with the managing underwriter
or underwriters selected for such underwriting by the Company and approved by a
majority in interest of the Initiating Holders. Notwithstanding any other
provision of Section 3, if the underwriter(s) advise(s) the Company in writing
that marketing factors require a limitation of the number of securities to be
underwritten then the Company shall so advise all Holders of Registrable
Securities that would otherwise be registered and underwritten pursuant hereto,
and the number of Registrable Securities that may be included in the
underwriting shall be reduced as required by the underwriter(s) and allocated
(i) first, to each of the Holders who exercised a contractual right, pursuant to
Section 3 to demand that such registration statement be filed, on a pari passu
basis based upon the Registrable Securities held by such Holders; (ii) second,
to any other holders of incidental or "piggyback" registration rights requesting
inclusion of their Registrable Securities in such registration statement, on a
pari passu basis based upon the Registrable Securities held by such holders; and
(iii) third, other securities of the Company to be registered on behalf of any
other holder. If, as a result of the


                                        6



cutback provisions of the preceding sentence, a Holder is not entitled to
include all of its requested Registrable Shares in such registration, then the
Holder may elect to withdraw its request to include any or all of its
Registrable Shares in such registration. Any Registrable Securities excluded and
withdrawn from such underwriting shall be withdrawn from the registration.
Notwithstanding the foregoing, each Holder acknowledges and agrees that (a) the
allocation provisions set forth in this Section 3(c) are subject to adjustment
in certain circumstances to allow the Company to comply with its obligations to
the holders of Transfer Restricted Securities under the Warrant Holders
Registration Rights Agreement, and (b) the obligation of the Company to effect a
registration pursuant to Section 3 is subject to the Company's covenant under
Section 2.1 of the Warrant Holders Registration Rights Agreement not to register
any securities for certain holders in advance of registering the Transfer
Restricted Securities pursuant to such agreement.

     4. Registration Procedures. In the case of each registration effected by
the Company pursuant to Section 2 or Section 3, the Company will use
commercially reasonable efforts to effect such registration, including:

          (a) Prepare and file with the Commission a registration statement with
respect to such Registrable Securities and use commercially reasonable efforts
to cause such registration statement to become effective (provided that before
filing a registration statement or prospectus or any amendments or supplements
thereto, the Company shall furnish to the counsel selected by the Holders of a
majority of the Registrable Securities covered by such registration statement
copies of all such documents proposed to be filed, including each preliminary
prospectus, which documents shall be subject to the review and comment of such
counsel);

          (b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
a period of not less than thirty (30) days and comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of disposition thereof by the Holders holding the securities covered by
the registration statement as set forth in such registration statement;

          (c) Furnish to each Holder promptly, and in no event more than five
business days after the same is prepared and filed with the Commission, such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such Holder;

          (d) Use reasonable efforts to register or qualify the Registrable
Securities covered by the registration statement under such other securities or
blue sky laws of such United States jurisdictions as the Holder thereof may
reasonably request and do any and all other acts and things that may be
reasonable necessary or advisable to enable such Holder to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
Holder, provided that the Company will not be required to (a) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify for this subparagraph, (b) subject itself to taxation in any such
jurisdiction or (c) consent to general service of process in any such
jurisdiction;


                                        7



          (e) Notify each Holder promptly, but in no event more than two
business days after the occurrence of the event, at any time when a registration
statement under the Act that registers any of such Holder's Registrable
Securities is effective, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of such Holder, the Company will prepare a
supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus shall not contain
an untrue statement of a material fact or omit to state a fact necessary to make
the statements therein not misleading;

          (f) Cause all such Registrable Securities to be listed on such
securities exchange or market on which the Company's Common Stock is then
listed; and

          (g) Furnish, at a Holder's request, on the date that the Holder's
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Agreement, if such securities are being
sold through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (A) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to a Holder, if Holder
requests registration and (B) a letter dated such date, from the independent
certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the underwriters, if any.

     5. Registration Expenses; Delay.

          (a) Expenses of Company Registration. The Company shall pay (i) all of
the Registration Expenses and (ii) all transfer taxes and brokerage and
underwriters' discounts and commissions attributable to the securities being
sold by the Company. Each Holder shall pay all transfer taxes and brokerage and
underwriters' discounts and commissions attributable to the Registrable
Securities being sold by such Holder.

          (b) Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation of this Agreement.

     6. Requirement to Discontinue Disposition. Each Holder agrees that, upon
receipt of any notice from Company of the happening of any event of the kind
described in Section 4(e), such Holder will discontinue disposition of its
Registrable Securities pursuant to such registration statement until such
Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 4(e), or until such Holder is advised in writing by
Company that the use of the prospectus may be resumed, and has received copies
of any additional or supplemental filings that are incorporated by reference in
the prospectus, and, if so directed by the Company, such Holder will deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies then in such Holder's possession, of the prospectus covering such
Registrable Securities which are current at the time of the receipt of such
notice.


                                        8



     7. Information from Holder. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to Section 2 or Section 3
with respect to a Holder's Registrable Securities that such Holder furnish to
the Company for inclusion in the specific registration statement (and any
prospectus included therein) such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of Holder's Registrable
Securities; provided that the use of such information shall be limited to the
specific registration statement (or any prospectus included therein) for which
it was provided and shall not be used in any summary or free writing prospectus.

     8. Indemnification.

          (a) The Company agrees to indemnify and hold harmless, to the extent
permitted by law, each Holder, its directors and officers and each person who
controls the Company (within the meaning of the Act) and any of such person's
agents or representatives, its legal counsel and accountants, any underwriter
and any controlling person of such underwriter, and its legal counsel against
all losses, liabilities, claims, damages and expenses ("LOSSES") caused by (A)
any untrue or alleged untrue statement of material fact contained in any
registration statement in which such Holder is participating, or any prospectus,
preliminary prospectus, summary or free writing prospectus, or any amendment
thereof or supplement to any of the foregoing or any omission or alleged
omission of material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are caused by or
contained in any information furnished in writing to the Company or any
underwriter by such Holder expressly for use therein or results from such
Holder's failure to deliver a copy of the registration statement or prospectus
or any amendments or supplements thereto after the Company has furnished such
Holder with the number of copies of the same requested by such Holder or (B) any
violation or alleged violation by the Company of the Act, the Exchange Act, any
state securities laws or any rule or regulation promulgated under the Act, the
Exchange Act or any state securities laws in connection with the sale of
securities by such Holder pursuant to any registration statement in which such
Holder is participating, and the Company, in each case, will reimburse each such
Holder, officer, director, controlling person or other aforementioned person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such losses, liabilities, claims, damages or
expenses or action as such expenses are incurred; provided, however, that the
indemnity agreement contained in this Section 8 shall not apply to amounts paid
in settlement of any such Losses if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld).

          (b) Each Holder, severally and not jointly, will indemnify, to the
extent permitted by law, the Company, its directors and officers and each person
who controls Company (within the meaning of the Act) and any of such person's
agents or representatives, its legal counsel and accountants, any underwriter
and any controlling person of such underwriter, against any Losses resulting
from (A) any untrue or alleged untrue statement of material fact contained in
the registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue statement or
omission is contained in any information or affidavit so furnished in writing by
such Holder expressly for use in such registration statement, or (B) such
Holder's failure to deliver a


                                        9



copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such Holder with the number
of copies of the same requested by such Holder; and each such Holder will
reimburse any person intended to be indemnified pursuant to this Section 8(b)
for any legal or other expenses reasonably incurred by such person in connection
with investigating or defending any such losses, liabilities, claims, damages or
expenses or action as such expenses are incurred provided, however, that (i) the
indemnity agreement contained in this Section 8(b) shall not apply to amounts
paid in settlement of any Losses if such settlement is made without the consent
of the Holder, which consent shall not be unreasonably withheld, and (ii) the
obligations of such Holders hereunder shall be limited to an amount equal to the
net proceeds to each such Holder from the sale of Registrable Securities in the
transaction giving rise to the Losses.

          (c) The indemnification provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on behalf of
the Indemnified Party (as defined herein) or any officer, director, or
controlling person of such Indemnified Party and will survive the transfer of
Registrable Securities. The Indemnifying Party also agrees to make such
provisions, as are reasonably requested by an Indemnified Party, for
contributions (in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party on the one hand and of the Indemnified Party on
the other in connection with the actions that gave rise to any Losses) to such
party in the event such Indemnifying Party's indemnification is unavailable for
any reason; provided, however, that in no event shall any contribution by a
Holder under this Section 8(c) exceed the net proceeds to such Holder from the
sale of Registrable Securities in the transaction giving rise to the Losses.

          (d) Each party entitled to indemnification under this Section 8 (the
"INDEMNIFIED PARTY") shall give notice to the party required to provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld) and the Indemnified Party may participate in such
defense at the Indemnified Party's expense (unless the Indemnified Party shall
have reasonably concluded that there may be a conflict of interest between the
Indemnifying Party and the Indemnified Party in such action, in which case the
fees and expenses of counsel shall be at the expense of the Indemnifying Party),
and provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 8 unless the Indemnifying Party is materially prejudiced
thereby. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of the Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation. The
Indemnified Party shall furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as
shall be reasonably required in connection with the defense of such claim and
litigation resulting therefrom.

          (e) If the indemnification provided for in this Section 8 is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any Losses, then


                                       10



the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage or expense, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other, in connection
with the statements or omissions which resulted in Losses, as well as any other
relevant equitable considerations; provided, however, that in no event shall any
contribution by a Holder under this Section 8(e) exceed the net proceeds to such
Holder from the sale of Registrable Securities in the transaction giving rise to
the Losses. The relative fault of the Indemnifying Party and of the Indemnified
Party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the Indemnifying Party or by
the Indemnified Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

          (f) Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement
entered into in connection with any underwritten public offering contemplated by
this Agreement are in conflict with the foregoing provisions, the provisions in
such underwriting agreement shall be controlling.

          (g) The obligations of the Company and Holders under this Section 8
shall survive the completion of any offering of Registrable Securities in a
registration statement under Section 2 or Section 3 and otherwise.

     9. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may permit the sale of
restricted securities to the public without registration the Company agrees to:

          (a) keep public information available as those terms are understood
and defined in Rule 144, at all times from and after ninety (90) days following
the effective date of the first registration under the Act filed by the Company
for an offering of its Common Stock to the general public;

          (b) file with the Commission all reports and other documents required
of the Company under the Act and the Exchange Act at any time after it has
become subject to such reporting requirements; and

          (c) so long as any Holder owns any Registrable Securities, furnish to
such Holder upon request, a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 (at any time from and
after ninety (90) days following the effective date of the first registration
statement filed by the Company for an offering of its securities to the general
public), and of the Act and the Exchange Act (at any time after it has become
subject to such reporting requirements), a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents so filed
as such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any such securities
without registration.

     10. "Market Stand-off" Agreement. If requested by the Company or an
underwriter of capital stock or other securities of the Company in connection
with the Company's initial public


                                       11



offering, each Holder agrees not to sell or otherwise transfer or dispose of any
capital stock or other securities of the Company, excluding capital stock
acquired in the Company's initial public offering, held by such Holder during
the 180 day period following such initial public offering, provided that all
directors and officers of the Company and stockholders owning at least 2% of the
Company's capital stock agree to the same transfer restrictions. Any provisions
allowing for discretionary waivers or termination of the transfer restrictions
in similar agreements by and among the Company and any of the Company's
directors, officers, shareholders or representatives of the underwriters shall
also be offered to the Holders. If requested by a managing underwriter in
connection with the Company's initial public offering, such Holder shall execute
a separate agreement to the foregoing effect. The Company may impose
stop-transfer instructions with respect to the shares (or securities) subject to
the foregoing restriction until the end of such period.

     11. Rights Granted to Other Investors.

          (a) [***] This Section 11(a) will terminate upon the closing of a
firmly underwritten public offering of any of the Common Stock.

          (b) The Company shall not grant any registration rights relating to
its securities after the date hereof without the written consent of the
Investors holding a majority of the Registrable Securities held by the Investors
unless such rights are subordinate to or pari passu with the rights of the
Investors under this Agreement.

     12. Termination. The registration rights set forth in this Agreement shall
terminate and not be available to each Holder on the earlier of (i) the date
that the Registrable Securities then owned by such Holder can be sold without
restriction in any 90-day period pursuant to Rule 144 under the Act and (ii) the
date that is five (5) years following the consummation of the Company's initial
public offering of its Common Stock. In addition, the registration rights set
forth in this Agreement shall terminate upon the transfer or assignment of all
of the Registrable Securities held by all Holders to parties who are not
Permitted Transferees. Upon termination pursuant to this Section 12 the Company
shall no longer be obligated to provide notice of a proposed registration to
such Holder.

     13. Notices. All communications provided for hereunder shall be sent by
first-class mail or facsimile and (a) if addressed to a Holder, addressed to the
Holder at the address or fax number set forth below such Holder's signature, or
at such other address or fax number as such Holder shall have furnished to the
Company in writing or (b) if addressed to the Company, to the address or fax
number set forth below the Company's signature or at such other address or fax
number, or to the attention of such other officer, as the Company shall have
furnished to Holder in writing. Notices sent by first-class mail shall be deemed
received three days after the date of deposit of such notice in the United
States mail. Notices sent by facsimile shall be deemed received upon receipt by
the notified party's facsimile machine.

     14. No Assignment. This Agreement is personal to each Investor and shall
not be assignable, by operation of law or otherwise to any third party, except
as set forth herein. Notwithstanding the foregoing, any Permitted Transferee of
an Investor shall be entitled to the rights granted hereunder, provided that the
Company is given written notice at the time of said

[*** Confidential Treatment Requested]


                                       12



transfer or assignment identifying the name and address of the Permitted
Transferee and that the Permitted Transferee assumes in writing the obligations
of the Investor under this Agreement.

     15. Descriptive Headings. The descriptive headings of the several sections
and paragraphs of this Agreement are inserted for reference only and shall not
limit or otherwise affect the meaning hereof.

     16. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Delaware.

     17. No Inconsistent Agreements. The Company will not on or after the date
of this Agreement enter into any agreement with respect to its securities that
conflicts with or would limit the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof.

     18. Amendments and Waivers. Any term of this Agreement may be amended and
the observance of any term may be waived (either generally or in a particular
instance and either retroactively or prospectively) only upon the written
consent of the Company and each Investor. The failure of any party to insist on
or to enforce strict performance by the other parties of any of the provisions
of this Agreement or to exercise any right or remedy under this Agreement shall
not be construed as a waiver or relinquishment to any extent of that party's
right to assert or rely on any provisions, rights or remedies in that or any
other instance; rather, the provisions, rights and remedies shall remain in full
force and effect.

     19. Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.


                                       13



     IN WITNESS WHEREOF, the parties have caused this agreement to be executed
and delivered as of the date first above written.

COMPANY:

CLEARWIRE CORPORATION                   Address:
                                        5808 Lake Washington Blvd. NE, Suite 300
                                        Kirkland, WA 98033
By: /s/ Benjamin G. Wolff               Facsimile No: (425) 216-7900
    ---------------------------------   Attn: Broady Hodder, General Counsel
Name: Benjamin G. Wolff
Title: Co-President & Co-CEO


INVESTORS:

INTEL PACIFIC, INC.                     Address:
                                        c/o Intel Corporation
                                        2200 Mission College Blvd., RN6-46
By: /s/ Arvind Sodhari                  Santa Clara, CA 95054-1549
    ---------------------------------   Attn: Intel Capital Portfolio Manager
Name: Arvind Sodhari                    Fax Number: (408) 765-6038
Title: President


MOTOROLA, INC.                          Address:
                                        1475 W. Shure Drive
                                        Arlington Heights, IL 60004
By: /s/ Don McLellan                    Facsimile No: 847-632-3020
    ---------------------------------   Attn: Kevin Gilbert
Name: Don McLellan
Title: Corporate VP                     With a copy to:

                                        1303 East Algonquin Road
                                        Schaumburg, Illinois 60196
                                        Facsimile No: (847) 576-3750
                                        Attn: General Counsel

                                        and

                                        Winston & Strawn LLP
                                        35 West Wacker Drive
                                        Chicago, Illinois 60601
                                        Attention: Oscar A. David, Esq.
                                        Fax: (312) 558-5700

             [SIGNATURE PAGE TO CLEARWIRE INVESTOR RIGHTS AGREEMENT]

                                                                     EXHIBIT 9.1

                                                               EXECUTION VERSION
                                                    INTEL/CLEARWIRE CONFIDENTIAL

                                VOTING AGREEMENT

     This VOTING AGREEMENT (the "AGREEMENT") is made and entered into as of
August 29, 2006, by and among Clearwire Corporation, a Delaware corporation (the
"COMPANY"), Intel Pacific, Inc., a Delaware corporation ("INTEL"), Intel Capital
Corporation, a Cayman Islands corporation ("INTEL SUB"), and Eagle River
Holdings, LLC, a Washington limited liability company ("EAGLE RIVER").

     WHEREAS, the Company and Intel have entered into, or will enter into
contemporaneously herewith, a Common Stock Purchase Agreement (the "PURCHASE
AGREEMENT"), under which Intel has agreed, or will agree, to purchase, and the
Company has agreed, or will agree, to sell to Intel shares of the Company's
Class A Common Stock, $0.0001 par value per share (the "CLASS A COMMON STOCK"),
and Class B Common Stock, $0.0001 par value per share (the "CLASS B COMMON
STOCK" and, together with the Class A Common Stock, the "COMMON STOCK"), subject
to certain terms and conditions;

     WHEREAS, Intel Sub is the holder of shares of Class A Common Stock and
Eagle River is the owner and holder of shares of Class A Common Stock and Class
B Common Stock;

     WHEREAS, in connection with the transaction contemplated by the Purchase
Agreement, Intel and Intel Sub shall have the right to designate and elect
certain member(s) to the Company's Board of Directors ("BOARD") as provided in
this Agreement;

     WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the obligations of Intel under the Purchase Agreement; and

     WHEREAS, in order to induce Intel to enter into the Purchase Agreement and
purchase shares of Common Stock thereunder, the Company and Eagle River desire
to enter into this Agreement with Intel and Intel Sub.

     NOW, THEREFORE, in consideration of the foregoing premises and certain
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:

     1. Agreement to Vote. Each Holder (as defined below) hereby agrees, on
behalf of itself and any of its affiliates, subsidiaries, parents, stockholders,
members, partners, heirs, executors, representatives, successors, transferees,
and assigns, to hold, or cause to be held, all of its Shares (as defined below)
subject to, and to vote, or cause to be voted, all such Shares at any regular or
special meeting of the stockholders of the Company (or by written consent) in
accordance with the provisions of this Agreement. For purposes of this
Agreement, (i) the term "SHARES" shall mean any shares of the capital stock of
the Company, including, without limitation, the Class A Common Stock, Class B
Common Stock, any securities of the Company issued with respect to, upon
conversion of, or in exchange or substitution for such securities, and any other
voting securities of the Company, in each case, whether currently owned or
hereinafter acquired, owned of record or beneficially, directly or indirectly,
or to


                                        1



which voting power is possessed or shared, and (ii) the term "HOLDER" shall mean
(1) Eagle River and any person or entity to whom Eagle River may from time to
time transfer, sell, convey, or assign any Shares, (2) Intel and any person or
entity to whom Intel may from time to time transfer, sell, convey, or assign any
Shares, and (3) any person or entity to whom the Company may from time after the
date hereof to time issue and sell shares of Class B Common Stock or any
securities convertible into or exchangeable for shares of Class B Common Stock.

     2. Election of Directors. Each Holder shall vote, or cause to be voted, at
any regular or special meeting of the stockholders of the Company (or by written
consent) its Shares in any election of directors of the Company, as may be
necessary to elect as a director or directors:

          (a) two (2) individuals designated or nominated by Intel, who shall
initially be Arvind Sodhani and David (Dadi) Perlmutter, but only if Intel,
Intel Sub, and their respective affiliates own or hold, in the aggregate, Shares
representing at least 15% of the outstanding capital stock of the Company;

          (b) one (1) individual designated or nominated by Intel, but only if
Intel, Intel Sub, and their respective affiliates own or hold, in the aggregate,
Shares representing at least 7.5%, but less than 15%, of the outstanding capital
stock of the Company; and

          (c) four (4) individuals designated or nominated by Eagle River.

     3. Removal of Board Members. Each Holder also agrees to vote all of such
Holder's Shares from time to time and at all times in whatever manner as shall
be necessary to ensure that (i) no director elected pursuant to Section 2 of
this Agreement may be removed from office other than for cause unless (A) such
removal is directed or approved by the affirmative vote of the Holder entitled
under Section 2 to designate that director or (B) the person(s) or entity(ies)
originally entitled to designate or nominate such director pursuant to Section 2
is no longer so entitled to designate or approve such director; and (ii) any
vacancies created by the resignation, removal, or death of a director elected
pursuant to Section 2 shall be filled pursuant to the provisions of Section 2.

     4. Legend on Share Certificates. Each certificate representing any Shares
owned or held by a Holder shall be endorsed by the Company with a legend reading
substantially as follows:

          "THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY
          OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER), AND BY
          ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH
          INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE
          PROVISIONS OF SAID VOTING AGREEMENT, INCLUDING THE RESTRICTIONS ON
          TRANSFER SET FORTH THEREIN."


                                        2



     5. Covenants of the Company.

          (a) The Company agrees to use its best efforts to ensure that the
rights granted hereunder are effective and that the parties enjoy the benefits
thereof. Such actions include, without limitation, the use of the Company's best
efforts to cause the election and/or removal of the Class B Directors as
provided in Sections 2 and 3 above. The Company will not, by any voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all of the provisions of this Agreement and in the
taking of all such actions as may be necessary or appropriate in order to
protect the rights of the parties hereunder against impairment.

          (b) The Company agrees that it will not issue any shares of Class B
Common Stock or any securities convertible into or exchangeable for shares of
Class B Common Stock, or any securities that have or will have the right to vote
with the Class B Common Stock in the election of the Class B Directors, unless
the purchaser(s) of such shares or securities executes and delivers to the
Company, with a true and correct copy to be provided to Intel, an Adoption
Agreement, substantially in the form of Exhibit A attached hereto (the "ADOPTION
AGREEMENT"), prior to such issuance and sale in which each such purchaser agrees
to be bound as a Holder by, and comply with all of, the terms of this Agreement
that are applicable to a Holder.

     6. No Liability for Election of Recommended Directors. No party to this
Agreement or any parent, subsidiary, affiliate, officer, director, stockholder,
partner, retired partner, member, retired member, stockholder, employee,
representative, or agent of any party, makes any representation or warranty as
to the fitness or competence of any director nominee hereunder to serve on the
Board by virtue of such party's execution of this Agreement or by the act of
such party in voting for such director nominee pursuant to this Agreement.

     7. Manner of Voting. The voting of Shares pursuant to this Agreement may be
effected in person, by proxy, by written consent, or in any other manner
permitted by applicable law.

     8. Grant of Proxy. Upon the failure of any Holder to vote its Shares in
accordance with the terms of this Agreement with respect to the election and
removal of individuals designated or nominated by Intel, such Holder hereby
grants to a stockholder designated by Intel a proxy coupled with an interest in
all of the Shares of such Holder. Upon the failure of any Holder to vote its
Shares in accordance with the terms of this Agreement with respect to the
election and removal of individuals designated or nominated by Eagle River, such
Holder hereby grants to a stockholder designated by Eagle River a proxy coupled
with an interest in all of the Shares of such Holder. Each proxy granted hereby
shall be irrevocable until this Section 8 is amended to remove such grant of
proxy in accordance with Section 15 hereof, to vote all such Shares in the
manner provided in Section 2 and 3 hereof.


                                        3



     9. Specific Enforcement. It is agreed and understood that any
non-compliance with the terms of this Agreement (or any threat thereof) by the
Company or any Holder would cause material irreparable damage to Intel and that
the remedy at law is and will be inadequate, and that, in addition to all other
remedies which it may have, Intel will be entitled to immediate specific
performance and injunctive or other equitable relief without the need to post a
bond or other security or prove actual damage. Further, the Company and each
Holder hereby waive any claim or defense that there is an adequate remedy at law
for such breach or threatened breach.

     10. Execution by the Company. The Company, by its execution and delivery of
this Agreement, agrees that it will cause the certificates issued after the date
hereof evidencing the shares of Class B Common Stock to bear the legend required
by Section 4 herein, and it shall supply, free of charge, a copy of this
Agreement to any holder of a certificate evidencing shares of capital stock of
the Company upon written request from such holder to the Company, at its
principal office. The parties hereto hereby agree that the failure to cause the
certificates evidencing the Shares to bear the legend required by Section 4
herein and/or failure of the Company to supply, free of charge, a copy of this
Agreement as provided under this Section 10 shall not affect the validity or
enforcement of this Agreement.

     11. Restrictions on Exercise of Drag Along Right Against Intel.

          (a) Notwithstanding Section 6 of that certain Amended and Restated
Stockholders Agreement, dated as of March 16, 2004 (the "STOCKHOLDERS
AGREEMENT"), the Company and Eagle River each agrees and acknowledges that Intel
and Intel Sub shall have no obligation to take any action specified under
Section 6 of the Stockholders Agreement in connection with the exercise of the
Drag Along Right (as such term is defined in the Stockholders Agreement) or any
event giving rise to a Drag Along Right, unless each of the following conditions
is satisfied (each capitalized term in this Section 11(a) that is not otherwise
defined shall have the meaning ascribed to it set forth in the Stockholders
Agreement):

               (i) The Selling McCaw Entity shall be required to commit to a
Transfer in a bona fide arm's-length transaction with a Person that is not an
Affiliate of the McCaw Entities.

               (ii) The only representations, warranties or covenants that Intel
or Intel Sub shall be required to make in connection with a Transfer giving rise
to a Drag Along Right (such Transfer, a "COMPANY SALE") are representations and
warranties with respect to its own ownership of the Company's securities to be
sold by it and its ability to convey title thereto free and clear of liens,
encumbrances or adverse claims and reasonable covenants regarding
confidentiality, publicity, and similar matters.

               (iii) The liability of Intel and Intel Sub with respect to any
representation and warranty or covenant made by the Company in connection with a
Company Sale shall be several and not joint with any other person, and any such
liability shall be limited to Intel's or Intel Sub's pro rata share of the
aggregate consideration payable to all


                                        4



stockholders of the Company in the Company Sale, which may be held in escrow for
a period not to exceed 12 months from the closing date of the Company Sale.

               (iv) Neither Intel nor Intel Sub shall be required to amend,
extend or terminate any contractual or other relationship with the Company, the
acquirer, or their respective affiliates.

               (v) Neither Intel nor Intel Sub shall be required to agree to any
covenant not to compete or covenant not to solicit customers, employees, or
suppliers of any party to the Company Sale.

          (b) Neither Intel nor Intel Sub will be bound by the Drag Along Right
following any assignment of the Drag Along Right (by operation of law or
otherwise) by Eagle River unless the person or entity to whom such right is
assigned shall have executed a written agreement, substantially in the form of
this Section 11 or pursuant to which such person becomes a party to this
Agreement, and agrees to be bound by all the provisions of this Section 11.

          (c) Neither Intel nor Intel Sub will be bound by the Drag Along Right
if Eagle River takes or consents to any action that results in the ability of
any person or entity not an original party to this Agreement to exercise the
Drag Along Right against Intel or Intel Sub, unless such person or entity shall
have executed a written agreement, substantially in the form of this Agreement
or pursuant to which such person becomes a party to this Agreement, and agrees
to be bound by all the provisions of this Section 11.

     12. Captions. The titles of the sections and subsections of this Agreement
are for convenience of reference only and are not to be considered in construing
or interpreting this Agreement.

     13. Entire Agreement. This Agreement constitutes the entire understanding
and agreement between the parties with regard to the subjects hereof; provided,
however, that nothing in this Agreement shall be deemed to terminate or
supersede the provisions of any confidentiality and nondisclosure agreements
executed by the parties hereto prior to the date hereof, which agreements shall
continue in full force and effect until terminated in accordance with their
respective terms.

     14. Notices. All notices, requests, waivers, and other communications made
pursuant to this Agreement shall be in writing and shall be conclusively deemed
to have been duly given (a) when hand delivered to a party; (b) when sent by
facsimile if sent during normal business hours of the recipient with
confirmation of sending to the fax number set forth below or, if sent after
normal business hours with confirmation of sending, then notice shall be deemed
to have been duly given on the next business day; (c) three (3) business days
after deposit in the U.S. mail with registered or certified mail return receipt
requested first class, postage prepaid, and addressed to a party as set forth
below; or (d) the next business day after deposit with a national overnight
delivery service, postage prepaid, and addressed to a party as set forth below
with next-business-day delivery guaranteed, provided that the sending


                                        5



party receives a confirmation of delivery from the delivery service provider.
All notices, requests, waivers, and other communications shall be sent to the
receiving party at its address as set forth below, or to such address or
facsimile number as subsequently modified by written notice given in accordance
with this Section 14.

               (i)  if to the Company, at:

                    Clearwire Corporation
                    5808 Lake Washington Blvd. NE, Suite 300
                    Kirkland, WA 98033
                    Facsimile No: (425) 216-7900
                    Attn: Broady Hodder, General Counsel

                    With a copy to:

                    Davis Wright Tremaine, LLP
                    1501 Fourth Avenue
                    2600 Century Square
                    Seattle, WA 98121
                    Facsimile No: (206) 628-7699
                    Attn: Julie Weston, Esq.

               (ii) if to Intel or Intel Sub:

                    Intel Pacific, Inc.
                    c/o Intel Corporation
                    2200 Mission College Blvd., RN6-46
                    Santa Clara, CA 95054-1549
                    Attn: Intel Capital Portfolio Manager
                    Fax Number: (408) 765-6038

                    With copies to: portfolio.manager@intel.com

               (iii) if to Eagle River, at:

                    Eagle River Holdings, LLC
                    2300 Carillon Point
                    Kirkland, WA 98033
                    Fax Number: 425-828-8061

Each person making a communication hereunder by facsimile shall promptly confirm
by telephone to the person to whom such communication was addressed each
communication made by it by facsimile pursuant hereto, but the absence of such
confirmation shall not affect the validity of any such communication.


                                        6



     15. Amendments and Waivers. Any term of this Agreement may be amended,
terminated, or waived only with the written consent of the Company, Intel, and
Eagle River. Any amendment, termination, or waiver effected in accordance with
this Section 15 shall be binding upon each transferee of the Shares, each future
Holder of Shares, and the Company.

     16. Delays or Omissions. No delay or omission to exercise any right, power,
or remedy accruing to the Company, Intel, and/or any Holder, upon any breach or
default under this Agreement shall impair any such right, power, or remedy of
the Company, Intel, and/or any Holder, nor shall it be construed to be a waiver
of any such breach or default, or an acquiescence therein, or of any similar
breach of default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. Any waiver, permit, consent, or approval of any kind or
character on the part of the Company, Intel, or a Holder of any breach of
default under this Agreement or any waiver on the part of the Company, Intel, or
a Holder of any provisions or conditions of this Agreement, must be in writing
and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement, or by law or otherwise
afforded to the Company, Intel, or a Holder shall be cumulative and not
alternative.

     17. Stock Splits, Stock Dividends, etc. In the event of any issuance of
Shares hereafter to any Holder (including, without limitation, in connection
with any stock split, stock dividend, recapitalization, reorganization, or the
like), such Shares shall become subject to this Agreement and shall be endorsed
with the legend set forth in Section 4.

     18. Severability. Should any provision of this Agreement be determined to
be illegal or unenforceable, such determination shall not affect the validity or
enforceability of any other provision of this Agreement.

     19. Restrictions on Transferability; Binding Effect. This Agreement shall
be binding upon the Holders, their respective heirs, executors, representatives,
successors, transferees, and assigns and to such additional individuals or
entities that may become a Holder of the Shares. For any such transfer of shares
to be deemed effective, the transferee shall have executed and delivered to the
Company, with a true and correct copy to be provided to Intel and Eagle River,
an Adoption Agreement substantially in the form attached hereto as Exhibit A.
Upon the execution and delivery of an Adoption Agreement, such transferee shall
be deemed to be a Holder hereunder as if such transferee's signature appeared on
the signature pages hereto. By their execution of this Agreement or any Adoption
Agreement, each Holder hereunder appoints the Company as its attorney-in-fact
for the purpose of executing any Adoption Agreement which may be required to be
delivered hereunder.

     20. Governing Law. This Agreement shall be governed by and construed in
accordance with the General Corporation Law of the State of Delaware as to
matters within the scope thereof, and as to all other matters shall be governed
by and construed in accordance with the internal laws of the State of Delaware,
without regard to principles of conflicts of laws.


                                        7



     21. Counterparts. This Agreement may be executed and delivered by facsimile
signature in any number of counterparts, each of which shall be an original, but
all of which together shall constitute one and the same instrument.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                        8



IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written.

                                        CLEARWIRE CORPORATION


                                        By: /s/ Benjamin G. Wolff
                                            ------------------------------------
                                        Name: Benjamin G. Wolff
                                              ----------------------------------
                                        Title: Co-President & Co-CEO
                                               ---------------------------------


                                        INTEL PACIFIC, INC.


                                        By: /s/ Arvind Sodhani
                                            ------------------------------------
                                        Name: Arvind Sodhani
                                              ----------------------------------
                                        Title: President
                                               ---------------------------------


                                        INTEL CAPITAL CORPORATION


                                        By: /s/ Arvind Sodhani
                                            ------------------------------------
                                        Name: Arvind Sodhani
                                              ----------------------------------
                                        Title: President
                                               ---------------------------------


                                        EAGLE RIVER HOLDINGS, LLC


                                        By: /s/ Benjamin G. Wolff
                                            ------------------------------------
                                        Name: Benjamin G. Wolff
                                              ----------------------------------
                                        Title: Co-President & Co-CEO
                                               ---------------------------------

                 [SIGNATURE PAGE TO CLEARWIRE VOTING AGREEMENT]


                                        9



                                    EXHIBIT A

                               ADOPTION AGREEMENT

     This Adoption Agreement ("ADOPTION AGREEMENT") is executed by the
undersigned (the "TRANSFEREE") pursuant to the terms of that certain Voting
Agreement dated as of August 29, 2006 (the "AGREEMENT") by and among the
Company, Intel, Intel Sub, and Eagle River. Capitalized terms used but not
defined herein shall have the respective meanings ascribed to such terms in the
Agreement. By the execution of this Adoption Agreement, the Transferee agrees as
follows:

     1. Acknowledgment. Transferee acknowledges that Transferee is acquiring
certain shares of the common stock of the Company (the "STOCK"), subject to the
terms and conditions of the Agreement.

     2. Agreement. Transferee (i) agrees that the Stock acquired by Transferee
shall be deemed to be "Shares" under the Agreement, (ii) agrees to be bound as a
Holder by, and comply with all of, the terms of this Agreement that are
applicable to a Holder, and (ii) hereby adopts the Agreement with the same force
and effect as if Transferee were originally a party thereto.

     3. Notice. Any notice required or permitted by the Agreement shall be given
to Transferee at the address listed beside Transferee's signature below.

     EXECUTED AND DATED this ______ day of _____________.

                                        TRANSFEREE:


                                        By:
                                            ------------------------------------
                                        Name and Title
                                                       -------------------------
                                        Address:
                                                 -------------------------------
                                        Fax:
                                             -----------------------------------


Accepted and Agreed:

CLEARWIRE CORPORATION:


By:
    ---------------------------------
Title:
       ------------------------------

                                                                   Exhibit 10.10

                                   AGREEMENT

This Agreement (this "AGREEMENT") is entered into as of March 5, 2003, by and
among Nextel Communications, Inc., a Delaware corporation (the "COMPANY"),
Digital Radio, L.L.C., a Washington limited liability company ("INVESTOR") and
Craig O. McCaw ("INDIVIDUAL").

Unless the context otherwise requires, terms that are capitalized and not
otherwise defined in context have the meanings set forth in Article 5 of this
Agreement.

                                    RECITALS

A. On April 4, 1995, the Company, Investor and Individual entered into the
Securities Purchase Agreement (as amended through the date hereof, the "SPA").

B. Pursuant to the SPA, on July 28,1995, Investor purchased, among other things,
shares of Class A Convertible Redeemable Preferred Stock of the Company ("CLASS
A PREFERRED STOCK") and shares of Class B Convertible Preferred Stock of the
Company ("CLASS B PREFERRED STOCK").

C. Prior to the Effective Date of this Agreement, as the holder of the Class A
Preferred Shares, Investor had elected three representatives to the Board of the
Company (the "INVESTOR DIRECTORS").

D. Also on April 4,1995, the Company and Eagle River, Inc., a Washington
corporation ("EAGLE RIVER") entered into a Management Support Agreement (the
"MANAGEMENT SUPPORT AGREEMENT") and an Incentive Option Agreement (the
"INCENTIVE OPTION").

E. The Company, Investor and Individual desire to terminate certain agreements
and modify their relationships as provided in this Agreement.

F. The Incentive Option is not being modified and, in accordance with its terms,
will remain exercisable until April 4, 2005.

                                    AGREEMENT

                          1. TERMINATION OF AGREEMENTS

1.1 TERMINATION OF SPA. On the Effective Date, the SPA will terminate. From and
after the Effective Date, the SPA will be void and have no further force or
effect.

1.2 TERMINATION OF MANAGEMENT SUPPORT AGREEMENT. On the Effective Date and from
and after effective the Effective Date, the Company and Eagle River will
terminate the Management Support Agreement.

                         2. CONDITIONS TO EFFECTIVENESS

2.1 EFFECTIVE DATE. The Effective Date of this Agreement shall be the date when
all of the following actions have been taken (the "EFFECTIVE DATE"):





a.   Investor shall have caused each of the Investor Directors to submit his
     resignation as a director to the Company, which shall provide that such
     resignations shall be effective upon acceptance by action of a majority of
     the members of the Company's Board (excluding the Investor Directors).

b.   The Operations Committee shall have acted by the vote of a majority of its
     Members at a meeting duly called, convened and held, or by unanimous action
     of the Operations Committee, to terminate the existence of the Operations
     Committee, and such action shall have been approved and ratified by the
     Company's Board.

c.   Investor as the holder of the all the issued and outstanding shares of
     Class A Preferred Stock shall have delivered written notice to the Company
     that the holder elects to convert all the outstanding shares of Class A
     Preferred Stock into shares of Class A Common Stock of the Company ("CLASS
     A COMMON STOCK").

d.   Investor as the holder of the issued and outstanding shares of Class B
     Preferred Stock shall have surrendered certificates together with
     instruments of transfer duly executed for all the outstanding Class B
     Preferred Stock in exchange for 82 shares of Class A Common Stock.

2.2 POST-EFFECTIVE DATE COVENANT. The Company, Investor and Individual will each
use its or his respective best efforts to cause each of the actions contemplated
by this Section 2.2 to occur as promptly as practicable after the Effective
Date.

a.   The Directors of the Company shall elect J. Timothy Bryan to serve the
     remainder of the term for the vacancy created by his resignation until the
     annual stockholders meeting of the Company in 2003.

b.   Conditional upon receiving a Required Letter, the Directors of the Company
     shall elect Individual to serve the remainder of the term for the vacancy
     created by his resignation until the annual stockholders meeting of the
     Company in 2004.

c.   Conditional upon receiving a Required Letter, the Directors of the Company
     shall elect Dennis M. Weibling to serve the remainder of the term for the
     vacancy created by his resignation until the annual stockholders meeting of
     the Company in 2005.

d.   Contemporaneously with the actions contemplated in Section 2.2 a., b. and
     c. the Directors of the Company shall approve and the Company shall execute
     indemnification agreements with Individual and Messrs. Bryan and Weibling
     granting to them the same indemnification granted to other non-management
     directors of the Company.

                              3. SOLE WIRELESS PLAY

3.1 EXCLUSIVE WIRELESS PARTICIPATION. From and after the Effective Date, neither
Investor nor any Controlled Affiliate shall: (i)except as contemplated by
Section 3.2, directly or


                                       -2-


indirectly acquire or seek to acquire any license granted by the FCC for two-way
terrestrial-based mobile wireless communications systems, (ii)except for an
investment constituting not more than 3% of the outstanding common stock of ATT
Corporation owned by Individual and for individual investments of not more than
$100,000, own any direct or indirect equity interest in a Person that engages or
proposes to engage in two-way terrestrial-based mobile wireless communications
systems in the region that includes any part of North America or South America,
(iii)serve as an officer, director, employee, manager or consultant of or to a
Person that engages or proposes to engage in two-way terrestrial-based mobile
wireless communications systems in the region that includes any part of North
America or South America unless in each such instance the opportunity to acquire
the FCC license, own the equity interest or serve in that capacity (each a
"WIRELESS OPPORTUNITY") was first offered to the Company pursuant to Section3.2.
Ownership by Investor or any Controlled Affiliate of securities of Western
Wireless, Inc. constituting less than three percent (3%) of its outstanding
capital stock and the purchase of additional securities therein for aggregate
consideration of not more than $1,000,000 in the aggregate shall not be a
violation of this Section3.1 or Section3.2. The terms of this Section3.1 shall
continue to apply to Investor and all Controlled Affiliates until February 13,
2004. As used in this Agreement, "MOBILE" systems include all vehicular and
other portable (hand held or otherwise) systems.

3.2 FIRST RIGHT TO WIRELESS OPPORTUNITY. If Investor or any of the other
Controlled Affiliates becomes aware of a Wireless Opportunity, that Person shall
give notice to the Company under Section6.2 of the Wireless Opportunity and, to
the extent known, of the circumstances surrounding the Wireless Opportunity. As
promptly as practicable following such notification, the President shall report
to the Board his recommendation concerning whether the Company should pursue the
Wireless Opportunity. Following the report of the President, not more than
30days after such notification, a majority of Disinterested Directors will elect
whether or not to pursue such Wireless Opportunity. If the Company elects not to
pursue such Wireless Opportunity, Investor, Individual and their respective
Affiliates shall be free to pursue that Wireless Opportunity for its, his or
their own account on terms no more favorable to the other party than those
offered to the Company. The Company, Investor and Individual shall use their
respective good faith best efforts to create and put in place appropriate
mechanisms to ensure reasonable and effective protection for confidential
information of Investor or Individual disclosed pursuant to this Section3.2.

3.3 CONFIDENTIAL INFORMATION AND ACTUAL OR POTENTIAL CONFLICTS. If Investor,
Individual or any of the other Controlled Affiliates pursued a "wireless
opportunity" under Section8.3(b) of the SPA or pursues a Wireless Opportunity
for its or their own account as permitted by Section3.2, the Company, Investor
and Individual shall use their respective good faith best efforts to create and
put in place appropriate mechanisms to ensure reasonable and effective
protection for confidential information of the Company and otherwise to minimize
the prospect of any apparent or actual conflict of interest between pursuit of
such Wireless Opportunity and the conduct of the Company's wireless
communications businesses. The obligations of Investor and Individual under the
preceding sentence shall continue for so long as it or he, or any of their
respective Affiliates, equity holders, officers, directors, managers, employees
or nominees are or is proposed to be a Director or an officer of the Company,
and shall be in addition to, and not a limitation on or in lieu of, any other
obligations imposed on such Persons or entities pursuant to applicable Law or
fiduciary obligations.


                                       -3-



                        4. REPRESENTATIONS AND WARRANTIES

4.1 By COMPANY. The Company hereby represents and warrants to Investor and
Individual that:

a.   The Company is a corporation duly organized, validly existing and in good
     standing under the laws of the state of Delaware and has all requisite
     corporate or other power and authority to carry on its business as now
     conducted, and to enter into and to perform this agreement.

b.   The Company has taken all necessary corporate action to authorize the
     execution and delivery and, when the actions necessary to the Effective
     Date have occurred, the performance of this Agreement. This Agreement has
     been duly executed and delivered by the Company and constitutes a valid and
     binding agreement of the Company enforceable against the Company in
     accordance with its terms, except as may be limited by applicable
     bankruptcy, insolvency, reorganization, moratorium and other similar laws
     of general application which may affect the enforcement of creditors'
     rights generally and by general equitable principles.

c.   To the best of the Company's knowledge, it has complied with all of its
     obligations and performed all of its duties under the SPA to and
     including the Effective Date, and it is not aware of any existing breach by
     Individual or Investor of their respective obligations or duties under the
     SPA.

4.2 BY INVESTOR. Investor hereby represents and warrants to the Company that:

a.   The Investor is a limited liability company duly organized, validly
     existing and in good standing under the laws of the state of Washington
     and has all requisite limited liability company or other power and
     authority to carry on its business as now conducted, and to enter into and
     to perform this agreement.

b.   The Investor has taken all necessary action to authorize the execution and
     delivery and the performance of this Agreement. This Agreement has been
     duly executed and delivered by the Investor and constitutes a valid and
     binding agreement of the Investor enforceable against the Investor in
     accordance with its terms, except as may be limited by applicable
     bankruptcy, insolvency, reorganization, moratorium and other similar laws
     of general application which may affect the enforcement of creditors'
     rights generally and by general equitable principles.

c.   To the best of the Investor's knowledge, it has complied with all of its
     obligations and performed all of its duties under the SPA to and
     including the Effective Date, and it is not aware of any existing breach by
     the Company of its obligations and duties under the SPA.

4.3 BY INDIVIDUAL. Individual represents and warrants to the Company that:

a.   Individual is a resident of the State of Washington and is authorized to
     execute, deliver and perform this Agreement without the need to obtain
     the consent or


                                       -4-


     approval of any third party (other than any such consent or approval
     already obtained). This Agreement has been duly executed and delivered by
     Individual and constitutes a valid and binding agreement of Individual
     enforceable against Individual in accordance with its terms, except as may
     be limited by applicable bankruptcy, insolvency, reorganization, moratorium
     and other similar laws of general application which may affect the
     enforcement of creditors' rights generally and by general equitable
     principles.

b.   Individual Controls Eagle River and Eagle River has taken all necessary
     corporate action to authorize the termination of the Management Support
     Agreement.

c.   To the best of the Individual's knowledge, he and his Controlled Affiliates
     have complied with all of his and their respective obligations and
     performed all of its duties under the SPA to and including the Effective
     Date, and he is not aware of any existing breach by the Company of its
     obligations and duties under the SPA.

                                 5. DEFINITIONS

5.1 CERTAIN DEFINITIONS

"AFFILIATE" means, as to any Person, another Person that directly or indirectly
through one or more intermediaries, Controls, or is Controlled by, or is under
common Control with, such Person. For the purposes of this definition, "CONTROL"
when used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise; the terms "CONTROLLING" and "CONTROLLED" have meanings
correlative to the foregoing; provided, that the term "CONTROLLED AFFILIATE" as
used herein includes Individual and any Affiliate of Individual that is, at the
relevant time, Controlled by Individual; and further provided, that the Company
and Investor shall not be deemed to be direct or indirect Affiliates of each
other.

"BOARD" means the Board of the Company.

"DIRECTORS" means any and all of the duly elected members of the Board.

"DISINTERESTED DIRECTOR" means with respect to any contract or transaction
between the Company and any other Person that is the subject of any vote by the
Board, members of the Board who would not be a party to, or who would not have a
financial interest in, such contract or transaction (an "INTERESTED PARTY") and
are not at the time of such vote and are not expected to become following such
vote either Directors of the Company who are nominees of, or who are Affiliates
of, such an Interested Party or officers, directors, or employees of, and do not
have (and are not expected to receive) a financial interest in, such an
Interested Party. For purposes of this definition, no person would be deemed not
to be a Disinterested Director solely because such person is the beneficial
owner of any voting securities of the Company, but no Director that is an
Affiliate of Investor or of any of its Controlled Affiliates shall be a
Disinterested Director


                                       -5-



for purposes of considering any Wireless Opportunity or any transaction with
Investor or any of its Affiliates.

"FCC" means the Federal Communications Commission.

"GOVERNMENTAL AUTHORITY" means any governmental or political subdivision or
department thereof, any governmental or regulatory body, commission, board,
bureau, agency or instrumentality, or any court or arbitrator or alternative
dispute resolution body, in each case whether domestic or foreign, federal,
state or local.

"LAW" means any domestic or foreign, federal, state or local law, statute,
ordinance, rule or regulation.

"PERSON" means an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other, entity of whatever nature or a
group, including without limitation any pension, profit sharing or other benefit
plan or trust.

"REQUIRED LETTER" means an undated resignation letter from the individual
being elected which resignation can be accepted by the Board if the stockholders
of the Company do not ratify his election at the next annual meeting of the
Company's stockholders.

5.2 OTHER DEFINITIONAL PROVISIONS.

a.   All terms defined in this Agreement have the defined meanings when used in
     any certificate, report or other documents made or delivered pursuant
     hereto or thereto, unless the context otherwise requires.

b.   Terms defined in the singular have a comparable meaning when used in the
     plural, and vice versa.

c.   As used herein, the neuter gender also denotes the masculine and feminine,
     and the masculine gender also denotes the neuter and feminine, where the
     context so permits.

d.   The words "INCLUDE," "INCLUDING" and "OR" mean without limitation by
     reason of enumeration.

                                   6. GENERAL

6.1 PUBLIC ANNOUNCEMENTS. Except as required by Law, the exercise of fiduciary
duty or the policies or rules of any stock exchange (or the NASDAQ-NMS) on which
the Company's securities are listed, the form and content of all press releases
or other public communications of any sort relating to the subject matter of
this Agreement, and the method of their release, or publication thereof by any
of the parties hereto or their respective Affiliates, shall be subject to the
prior approval of Investor and the Company, which approval shall not be
unreasonably withheld or delayed.


                                       -6-


6.2 NOTICES. All notices, demands, requests, certificates or other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given when (i)hand delivered, (ii)sent by facsimile transmission
or by tested or otherwise authenticated telex or cable, (iii)one day after sent
by commercial courier guaranteeing next business day delivery or (iv)five days
after posting in the United States mail having been sent by registered or
certified mail return receipt requested, addressed as follows:

(i)  if to Company:

     Nextel Communications, Inc.
     2001 Edmund Halley Drive
     Reston, VA 20191
     Attention: Timothy M. Donahue, President
     Facsimile: (703)433-4352

     with a copy to:

     Nextel Communications, Inc.
     2001 Edmund Halley Drive
     Reston, VA 20191
     Attention: Leonard J. Kennedy, General Counsel
     Facsimile: (703)433-4846

(ii) if to Individual or Investor:

     Digital Radio, L.L.C.
     2320 Carillon Point
     Kirkland, WA 94104-2675
     Attention: Dennis Weibling
     Facsimile: (206)828-8060

     with a copy to:

     Digital Radio, L.L.C.
     2320 Carillon Point
     Kirkland, WA 94104-2675
     Attention: J. Timothy Bryan
     Facsimile: (206)828-8060

Any communication delivered after business hours or on a Saturday, Sunday or
legal holiday at the place designated in such delivery shall be deemed for
purposes of computing any time period hereunder to have been delivered on the
next business day.

6.3 EXPENSES. Each party shall bear its own expenses, including the fees and
expenses of any attorneys, accountants, investment bankers, brokers, finders or
other intermediaries or other Persons engaged by Investor or the Company,
incurred in connection with this Agreement or the other agreements contemplated
hereby.


                                       -7-



6.4 BENEFITS; ASSIGNMENT. The provisions of this Agreement shall be binding
upon, and inure to the benefit of, Investor and the Company and their respective
successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended to confer upon any Person other than Investor and the Company and
their respective successors and permitted assigns any rights, remedies or
obligations under or by reason of this Agreement. None of the rights or
obligations of the Company hereunder may be assigned without the consent of
Investor. None of the rights of the Investor or Individual hereunder may be
assigned without the consent of the Company.

6.5 ENTIRE AGREEMENT; AMENDMENT AND WAIVER. This Agreement (which includes the
Exhibits and Annexes hereto) and the other documents to be executed pursuant to
Section 1.2 and the Required Letters to which either Investor or any of its
Controlled Affiliates or the Company is a party constitute the entire agreement
between Investor and its Controlled Affiliates, on the one hand, and the
Company, on the other hand, with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings, both written and
oral, between Investor and its Controlled Affiliates, on the one hand, and the
Company, on the other hand, with respect to the subject matter hereof and
thereof. This Agreement may not be amended, supplemented or otherwise modified
except by an instrument in writing signed by each of the parties hereto. No
waiver by either party hereto of any of the provisions hereof shall be effective
unless explicitly set forth in writing and executed by such party. Any waiver by
a party of a breach of this Agreement shall not operate or be construed as a
waiver of any subsequent breach.

6.6 HEADINGS. The headings in this Agreement are for convenience only and shall
not affect the construction hereof.

6.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT
TO ANY CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.

6.8 REMEDIES.

a.   Each of Investor and its Controlled Affiliates, on the one hand, and the
     Company, on the other hand, acknowledges that the other party (or parties)
     would not have an adequate remedy at Law for money damages in the event
     that any of the covenants or agreements of such party in this Agreement was
     not performed in accordance with its terms, and it is therefore agreed that
     each of Investor and its Controlled Affiliates, on the one hand, and the
     Company, on the other hand, in addition to and without limiting any other
     remedy or right such party may have, shall have the right to an injunction
     or other equitable relief in any court of competent jurisdiction, enjoining
     any such breach and enforcing specifically the terms and provisions hereof,
     and each of Investor and its Controlled Affiliates, on the one hand, and
     the Company, on the other hand, hereby waive any and all defenses such
     party may have on the ground of lack of jurisdiction or competence of the
     court to grant such an injunction or other equitable relief.


                                       -8-



b.   All rights, powers and remedies provided under this Agreement or otherwise
     available in respect hereof at Law or in equity shall be cumulative and not
     alternative, and the exercise or beginning of the exercise of any thereof
     by any party shall not preclude the simultaneous or later exercise of any
     other such right, power or remedy by such party.

6.9 SEVERABILITY. In the event that any provision of this Agreement is deemed
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

6.10 COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, and it shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart.

6.11 COMMUNICATIONS ACT. Nothing in this Agreement is intended or shall be
construed to diminish or affect the control of the Company or any of its
subsidiaries over any FCC licenses held by the Company or such subsidiary in any
manner prohibited by the Communications Act of 1934, as amended, or the rules
and regulations issued by the FCC.

6.12 FURTHER ASSURANCES. Each of Investor and Individual (and his Controlled
Affiliates, if appropriate) will cooperate with the Company in effecting the
amendment or termination of other documents (such as, without limitation, the
Company's Certificate of Incorporation and By-Laws) that may, in the Company's
reasonable judgment, be necessary or desirable to reflect, confirm or conform to
the matters and actions contemplated in this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

                                        NEXTEL COMMUNICATIONS, INC


                                        By: /s/ Leonard J. Kennedy
                                            ------------------------------------
                                        Name: Leonard J. Kennedy
                                        Title: Senior Vice President and
                                               General Counsel


                                        DIGITAL RADIO, L.L.C


                                        By: /s/ Craig O. McCaw
                                            ------------------------------------
                                        Name: Craig O. McCaw
                                        Title: Chairman and Chief Executive
                                               Officer


                                        /s/ Craig O. McCaw
                                        ----------------------------------------
                                        CRAIG O. MCCAW,
                                        for his sole and separate estate


                                       -9-

                                                                   EXHIBIT 10.11

                                   AMENDMENT

                                       TO

                                MARCH AGREEMENT

                                  BY AND AMONG

                          NEXTEL COMMUMCATIONS, INC.,

                             DIGITAL RADIO, L.L.C.,

                               AND CRAIG O. MCCAW

                                EFFECTIVE AS OF

                                OCTOBER 3, 2003



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
1.  Wireless Opportunity; Corporate Opportunity ..........................................................     1
2.  Company Right to Buy Excess MMDS .....................................................................     2
3.  Financing for Major Transactions .....................................................................     2
4.  Notice and Exercise Procedure for Company Right to Purchase ..........................................     3
    4.1 Channel Listing and Update .......................................................................     3
    4.2 Related Assets ...................................................................................     5
    4.3 Company Exercise of Right ........................................................................     5
5.  Company Swap Rights ..................................................................................     6
6.  Company Right of First Refusal .......................................................................     7
7.  Closing Under Company Right to Buy and Swap Rights ...................................................     8
    7.1 Closing Timing and Deliveries ....................................................................     8
    7.2 Conditions to All Parties' Obligations ...........................................................     9
    7.3 Conditions to Acquirer's Obligation to Close .....................................................    10
    7.4 Conditions to Transferor's Obligation to Close ...................................................    11
    7.5 Representations and Warranties of Acquirer in Connection with a Closing ..........................    11
    7.6 Representation and Warranties of Transferor in Connection with a Closing .........................    12
    7.7 Pre-Closing Deliveries; Post-Closing Adjustments; Subsequent Closings; Further Assurances ........    16
    7.8 Claims for Breach ................................................................................    17
    7.9 Taxes ............................................................................................    17
8.  Convenants ...........................................................................................    17
    8.1 Covenants ........................................................................................    17
9.  Representations and Warranties .......................................................................    19
    9.1 By Investor ......................................................................................    19
    9.2 By Individual ....................................................................................    19
    9.3 By the Company ...................................................................................    20
10. Definitional Provisions ..............................................................................    20
    10.1 Definitions .....................................................................................    20
    10.2 Other  Definitional Provisions ..................................................................    20
11. General ..............................................................................................    24
</TABLE>



                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                      PAGE
<S>                                                                                                   <C>
11.1  Arbitration ....................................................................................  24
11.2  Public Announcements ...........................................................................  25
11.3  Notices ........................................................................................  25
11.4  Expenses .......................................................................................  26
11.5  Benefits; Assignment ...........................................................................  26
11.6  Entire Agreement; Amendment and Waiver .........................................................  26
11.7  Headings .......................................................................................  26
11.8  Governing Law ..................................................................................  26
11.9  Severability ...................................................................................  26
11.10 Counterparts ...................................................................................  27
</TABLE>
                                      -ii-


                                    AMENDMENT
                                       TO
                                 MARCH AGREEMENT

      This Amendment effective as of October 3, 2003 (this "AMENDMENT") to amend
the Agreement dated as of March 5, 2003 (the "MARCH AGREEMENT") by and among
Nextel Communications, Inc., a Delaware corporation (the "COMPANY"), Digital
Radio, L.L.C., a Washington limited liability company ("INVESTOR") and Craig O.
McCaw ("INDIVIDUAL").

                                    RECITALS

      A. Subject to the terms and conditions below, the parties have agreed to
resolve a dispute as to the applicability of the "Wireless Opportunity"
provisions of the March Agreement by expressly permitting Investor and
Controlled Affiliates to acquire owned and leased MMDS Spectrum without first
offering the opportunity to the Company.

      B. In order to resolve the dispute between the parties, Investor,
Individual and their respective Controlled Affiliates have agreed to give the
Company the rights on the terms and subject to the conditions described herein
(1)until August 13, 2004 to acquire any channels of owned or leased MMDS
Spectrum in excess of 6 channels owned or leased in a BTA; (2) to swap certain
channels of owned or leased MMDS Spectrum; and (3) a right of first refusal on a
sale of owned or leased MMDS Spectrum to a third party.

      C. Subject to and conditioned upon Investor and Individual entering into
this agreement, the Board of the Company has renounced any interest or
expectancy of the Company in excluding Investor and Individual from certain MMDS
Spectrum acquisitions more specifically identified below.

                                    AGREEMENT

      1.    WIRELESS OPPORTUNITY; CORPORATE OPPORTUNITY.

      (a) The parties agree that acquisition of MMDS Spectrum by Investor and
any Controlled Affiliate will not be subject to the provision of Section 3.1 or
3.2 of the March Agreement.

      (b) Except as stated in Section 1(a), nothing in this Amendment modifies
or waives any provision of the March Agreement. Except as modified by Section 1
(a), the March Agreement remains in full force and effect.

      (c) The Company, having been granted the rights set forth in this
Amendment with respect to MMDS Spectrum, waives and will make no claim that the
acquisition of MMDS Spectrum by Individual (or by entities under his control)
constitutes a usurpation of a corporate opportunity of the Company, if such
acquisition (i) was the subject of a notice to the Company under the March
Agreement (or its predecessor); (ii) was discussed prior to October 3, 2003, but
had not been the subject of a written offer; or (iii) occurs after October
3, 2003.



      2.    COMPANY RIGHT TO BUY EXCESS MMDS.

      (a) The Company has the right to acquire under Section 4 from Investor and
from any Controlled Affiliate (each, a "COM ENTITY") any MMDS Spectrum in excess
of Six Retained Channels in any BTA that are owned by, leased to, or subject to
contract for purchase or lease by a COM Entity.

      (b) "SIX RETAINED CHANNELS" means a total of six MMDS and/or ITFS channels
in any BTA that are owned, leased or subject to a contract for purchase or lease
by the COM Entities. The proportion of owned and leased channels in the Six
Retained Channels will be in the same proportion as the proportion of owned and
leased spectrum for the aggregate COM Entity MMDS Spectrum in such BTA Including
both (i) channels owned or leased or subject to a contract for purchase or lease
on August 14, 2004 that are to be included in the Channel Listing and Update,
and (ii) channels acquired pursuant to an Acquisition Agreement that was subject
to Section 3 (clauses (i) and (ii), the "COM ENTITY CHANNELS"). If the COM
Entities acquires six or more MMDS and/or ITFS channels pursuant to an
Acquisition Agreement and the Company does not exercise its rights under Section
3, then, at Investor's election, either (i) all channels so acquired will
constitute the Six Retained Channels for the applicable geographic area, and the
Company will be entitled to acquire all COM Entity Channels in that geographic
area that were not acquired under the Acquisition Agreement, or (ii) the Six
Retained Channels will be determined pursuant to this paragraph without regard
for whether they were acquired pursuant to an Acquisition Agreement, provided
that in such event, all channels in excess of the Six Retained Channels in each
applicable geographic market will be subject to the provisions of Section 4. If
there are not 6 channels available that are licensed to provide coverage to the
entire BTA, the six channel requirement will be met by permitting the COM
Entities to retain one or more sets of six channels with non-overlapping foot
prints that, within any set of retained channels, cover comparable geographic
areas in the BTA, or, if such channels do not provide the COM Entities with
coverage to all geographic areas in the BTA that were covered by the COM Entity
Channels on August 13, 2003, up to 6 channels that provide such coverage. If the
channels to be retained have overlapping footprints so that the COM Entities
have the use of more than six channels in any part of a BTA, the COM Entities
will as part of the Closing if the Company exercises its rights under Section 4
enter into agreements with a member of the Nextel Group to provide rights to the
Nextel Group member to use such channels so that the COM Entities do not have
the use of more than six channels in any part of the BTA. If the Investor and
the Company cannot agree on the terms for the Nextel Group's right to use such
channels, then, not sooner than 30 days after giving notice that it will
exercise that right if the parties do not agree, either party can initiate
arbitration under Section 11.1.

      (c) The channels to be retained by the COM Entities will be mutually
agreed by Investor and the Company, with each party acting reasonably and in
good faith to determine the channels to be retained based on actual or
prospective requirements of the business of the COM Entities and the Nextel
Group. If the Investor and the Company cannot agree by August 20, 2004 on the
channels to be included in the Six Retained Channels, either party can initiate
arbitration under Section 11.1.

      3.    FINANCING FOR MAJOR TRANSACTIONS.

                                       -2-


      (a) If on or before August 13, 2004 Investor or a Controlled Affiliate has
entered into a binding commitment to acquire ownership or leasehold interests
in MMDS Spectrum with a third Person (an "ACQUISITION AGREEMENT") and the cash
consideration payable under the Acquisition Agreement for owned and/or leased
MMDS Spectrum that will be acquired is in excess of $100 million, Investor will
give notice to the Company (the "SECTION 3 NOTICE"), together with a copy of the
Acquisition Agreement (including all schedules and exhibits). The Company will
have 30 days after receiving the Section 3 Notice to elect whether to exercise
its right to acquire any MMDS Spectrum being acquired under the Acquisition
Agreement in excess of Six Retained Channels. If the Company does not elect to
exercise its right under this Section 3, and subject to the provisions of
Section 2(b), the provisions of Section 4 do not apply to the channels
identified in the applicable Section 3 Notice. For the avoidance of doubt,
Sections 5 and 6 will apply to the channels identified in the Section 3 Notice.

      (b)   If the Company timely elects to exercise its right:

      (i)   the Company will be required to pay on the later of (a) 60 days
            after receiving the Section 3 Notice, or (b) the date when payment
            is due under the Acquisition Agreement, the consideration payable
            for the excess MMDS Spectrum the Company elects to acquire; and

      (ii)  the COM Entity will proceed as promptly as practicable to transfer
            to the Company, on terms consistent with those set forth under
            Section 7, the MMDS Spectrum in excess of Six Retained Channels that
            the Company elects to acquire.

      4.    NOTICE AND EXERCISE PROCEDURE FOR COMPANY RIGHT TO PURCHASE.

      4.1   CHANNEL LISTING AND UPDATE.

      (a) On June 14, 2004, Investor will deliver to the Company a list (the
"CHANNEL LISTING") setting out:

            (A)   for each MMDS channel owned by a COM Entity, and for each MMDS
                  channel under contract to be acquired by a COM Entity,

                  (1)   the FCC licensee for the channel,

                  (2)   the name of the COM Entity with rights to the channel,

                  (3)   the BTA, call sign, or other identifying information for
                        the channel,

                  (4)   the consideration paid (or to be paid) to the seller to
                        acquire that channel (not including legal expenses,
                        closing costs, or other costs associated with the
                        acquisition),

                  (5)   the Carrying Costs incurred for such channel from the
                        date of the purchase by the COM Entity through the most
                        recent practicable date,

                                      -3-


                  (6)   an Asset Listing for all Related Assets associated with
                        each channel, and

                  (7)   the Deal Expenses for the acquisition of that channel
                        and any Related Assets.

            (B)   for each MMDS or ITFS channel leased to a COM Entity, and for
                  each MMDS or ITFS channel under contract to give a COM Entity
                  the right to use the channel

                  (1)   the FCC licensee for the channel,

                  (2)   the name of the COM Entity with rights to the channel,

                  (3)   the BTA, call sign, or other identifying information for
                        the channel,

                  (4)   the consideration paid (or to be paid) to the seller in
                        connection with the assumption of that channel (or, if
                        more than one channel was covered by the lease, a pro
                        rata part thereof) (not including legal expenses,
                        closing costs, or other costs associated with the
                        acquisition),

                  (5)   a summary of payments due under the lease,

                  (6)   the Carrying Costs for such channel from the date the
                        spectrum lease was assumed by the COM Entity through the
                        most recent practicable date,

                  (7)   an Asset Listing for all Related Assets associated with
                        each channel, and

                  (8)   the Deal Expenses for the acquisition of the channel and
                        any Related Assets.

      (b) On July 13, 2004, Investor will deliver an update to the Channel
Listing containing any new or additional information that would be included in a
Channel Listing as of that date (the "UPDATE").

      (c) With the Channel Listing and with the Update, Investor will deliver to
the Company a true and correct copy of each lease or other agreement giving a
COM Entity the right to use a channel identified on the Channel Listing or the
Update and any Related Assets. The Company will have a period of 60 days to
review the Channel Listing and 30 days to review the Update. During the period
of the Company's review, Investor will provide any additional information
reasonably requested by the Company to facilitate its review and understanding
of the information reflected on the Channel Listing or the Update (including, in
each case, the Asset Listing that is a part thereof), the terms of any channel
or spectrum lease acquisition by the COM Entity, and the Carrying Costs.

                                      -4-


      (d) Investor's disclosure obligation under this Section 4.1 will be
limited to the extent required by the terms of any confidentiality agreement or
similar undertaking in a contract with a third Person. Investor will identify
the channels where disclosure is limited by this Section 4.2(d).

      4.2   RELATED ASSETS.

      (a) "RELATED ASSETS" means the tower sites and equipment used by a
Transferor in connection with any BTATC License or BTATC Spectrum Lease on or
about the date of the Closing and any tower sites or equipment owned or held by
a Transferor solely for use in connection with any BTATC License or BTATC
Spectrum Lease. Subject to obtaining Third Party Consents, a Transferor will
transfer or assign in connection with the transfer or assignment of a channel or
spectrum lease, any Related Assets used, owned or held solely and exclusively in
connection with the channel or spectrum lease being transferred or assigned. If
a BTATC Spectrum Lease cannot be transferred at an initial Closing, Related
Assets associated with the channels subject to that lease will not be
transferred and the Use and Access Agreement (as defined below) for those
Related Assets will not be entered into unless and until the BTATC Spectrum
Lease is assigned. As to all other Related Assets (which relate solely to that
lease and not to any other BTATC License or BTATC Spectrum Lease that is being
transferred), subject to obtaining Third Party Consents, the Transferor and
Acquiror will enter into an agreement in a form to be agreed by the parties on
arm's-length terms allowing the Acquiror the use of and access to the Other
Related Assets (a "USE AND ACCESS AGREEMENT"). If the Transferor and Acquiror
cannot agree on the terms of the Use and Access Agreement, then, not sooner than
30 days after giving notice that it will exercise that right if the parties do
not agree, either party can initiate arbitration under Section 11.1.

      (b) "ASSET LISTING" means a schedule identifying the Related Assets
relevant to the BTATC License(s) or BTATC Spectrum Lease(s) for a particular
transaction Closing which sets forth: (i) identifying information for each
channel; (ii) the tower sites then used or held for use in connection, with that
channel; (iii) whether the site is used solely for that channel or held for use
solely for that channel or is also used with other channels; (iv) the equipment
then used or held for use in connection with that channel; (v) whether the
equipment is used solely for that channel or held for use solely for that
channel or is also used with retained channels (whether owned or leased).

      4.3   COMPANY EXERCISE OF RIGHT.

      (a) On August 13, 2004, or, if later, 60 days after delivery of the
Channel Listing or 30 days after delivery of the Update, the Company has the
right to give notice to Investor that the Company will acquire in any BTA any or
all channels in excess of Six Retained Channels covered by any license owned (or
under contract to be owned) by, or covered by any lease (or under any lease
under contract to be acquired by) to a COM Entity (the "CALL NOTICE"). The
Closing of the transaction will occur pursuant to Article 7.

      (b) Subject to obtaining any Third Party Consents and to the Company's
right to exclude a BTATC License or BTATC Spectrum Lease and Related Assets as
contemplated by Section 7.3(a), the Call Notice irrevocably obligates (i) the
Company, or another member of the

                                      -5-


Nextel Group designated by the Company, to buy and the relevant COM Entity to
sell the owned channels identified in the Call Notice together with their
Related Assets for a purchase price equal to the consideration paid (or to be
paid) to the seller to acquire that channel, plus Deal Expenses, plus the
Carrying Costs for those channels for the period the channel was owned by the
COM Entity and (ii) the Company to assume and the relevant COM Entity to assign
in relevant part the leases for the leased channels identified in the Call
Notice together with, their Related Assets for a purchase price equal to the sum
of (w) any consideration paid (or to be paid) to the lessor or transferor to
acquire the lease; plus (x) the assumption of all future obligations under the
lease; plus (y) Deal Expenses; plus (z) the Carrying Costs for those channels
for the period the channel was leased to the COM Entity.

      5.    COMPANY SWAP RIGHTS.

      (a) Subject to the conditions of Section 5.2(b), until October 3, 2006,
the Company has the right to exchange:

            (1)   any MMDS channel licensed to a member of the Nextel Group in a
                  BTA for an MMDS channel licensed to a COM Entity In that BTA;

            (2)   subject to obtaining any Third Party Consents, any MMDS
                  channel leased to a member of the Nextel Group in a BTA for an
                  MMDS channel leased to a COM Entity in that BTA;

            (3)   subject to obtaining any Third Party Consents, either:

                  (i)   any MMDS channel owned by a Member of the Nextel Group
                        in a BTA for an MMDS channel leased to a COM Entity in
                        that BTA; or

                  (ii)  any MMDS Channel leased to a Member of the Nextel Group
                        in that BTA under a Qualifying Lease of ran MMDS Channel
                        owned by a COM Entity;

      (b) An exchange under this Section 5.2(a) is not permitted unless: (i) the
channel that the Company receives in the exchange can be "paired" with another
channel owned or leased to a member of the Nextel Group under the orders issued
by the FCC in the MMDS Band Plan Proceeding; and (ii) the channels in any set of
two to be exchanged have overlapping footprints covering comparable geographic
areas in the BTA.

      (c) For each exchange the parties will jointly determine whether the value
being exchanged, including coverage and other terms of any license, spectrum
lease costs (taking into account the term of the lease and renewal rights as
well as payments due thereunder) are comparable or whether one of the parties is
losing value in the exchange. If a party is losing value, the parties will
negotiate in good faith a payment to compensate the party losing value which
payment will be due and payable at the closing of the exchange. If after 60
days, the parties cannot agree on whether compensation is payable or on the
amount of compensation to be paid, either party can submit the matter to
arbitration under Section 11.1.

                                      -6-


      (d) Any exchange closing under this Section 5 will include Related Assets
for the channels being exchanged and will be pursuant to Article 7 with (i) a
designated Controlled Affiliate of the Company as Acquirer for the channel being
transferred by the COM Entity and as Transferor for the channel being
transferred by the member of the Nextel Group; and (ii) a COM Entity designated
by Investor as the Acquirer for the channel being transferred by the Company (or
its Affiliate) and as Transferor for the channel being transferred by the COM
Entity.

      (e) Nextel will pay all reasonable costs associated with moving customers
of both parties off the channels exchanged pursuant to this Section 5 and onto
the other channel to the exchange.

      (f) At Nextel's request Investor will prepare a Channel Listing (in
addition to the Channel Listing required under Section 4.1) to be delivered not
sooner than 90 days and not later than 120 days after delivery of the request. A
Channel Listing prepared pursuant to this Section 5(1) does not need to include
any information regarding Deal Expenses, except for Deal Expenses related to the
exchange, if any are then known.

      6.    COMPANY RIGHT OF FIRST REFUSAL.

      (a) If, on or before October 3, 2006, any COM Entity receives from or
otherwise negotiates with a third Person all the material terms of an offer to
purchase any owned or leased MMDS Spectrum that (i) a COM Entity acquired or is
subject to a contract for purchase or lease with a COM Entity on or before
August 13, 2004, or (ii) that was received in exchange for MMDS Spectrum
described in clause (i), and if the COM Entity intends to pursue such sale, then
Investor will provide to the Company a notice (the "OFFER NOTICE") identifying
the purchaser, the MMDS Spectrum to be sold, the cash and any other
consideration price to be paid or received, and all the other material terms of
the proposed transaction ("OFFER TERMS"), and will deliver copies of all the
documents with the third Person or its Affiliates relating to the proposed sale.
If the Offer Terms include non-cash consideration, the Offer Notice will include
the COM Entity's valuation of the non-cash consideration. The Company may
request and the COM Entity will provide any information readily available to the
COM Entity regarding the value of non-cash consideration. If the Company
disagrees with the value assigned to the non-cash consideration, and if the
parties cannot agree on the value, either party can initiate arbitration under
Section 11.1.

      (b) A transaction involving a swap or exchange of MMDS Spectrum that
includes some cash consideration is not subject to the provisions of this
Section 6 unless the amount of cash is more than half the value of the
transaction. A transaction is not subject to the provisions of this Section if
it involves the sale of a business that has launched commercial service and the
sale includes only that MMDS Spectrum then being used to provide commercial
service. The sale of a business that has launched commercial service is subject
to the provisions of this Section if it includes MMDS Spectrum that is not then
being used to provide commercial service, and the Offer Notice and Offer Terms
will describe the business as well as the MMDS Spectrum, and, if the Company
elects to purchase, it must purchase the MMDS Spectrum and the business that the
third Person offered to purchase.

                                      -7-


      (c) The delivery of an Offer Notice is an irrevocable offer by the COM
Entity to transfer the MMDS Spectrum (and, if applicable, any business described
in the Offer Terms) that is subject to the Offer Notice to the Company (or any
controlled Affiliate, designated by the Company) for a cash purchase price equal
to the total value of the consideration described in the Offer Terms and on the
other terms set forth in the documents with the third Person that accompanied
the Offer Notice. The Company will have a 30 day period in which to accept such
offer as to all (but not less than all) of the MMDS Spectrum (and, if
applicable, any business described in the Offer Terms) covered by the Offer
Notice. Such acceptance will be irrevocable. If the Company exercises its right,
the closing of the transaction will occur as provided in the offer from the
third Person and, to the extent not defined by the Offer Terms, in accordance
with Sections 7.1 through 7.8. If the Offer Terms include the sale of a
business, the representations and warranties related to the business will be
those set forth in the Offer Terms, or, if there are none stated in the Offer
Terms, customary representations and warranties, as the parties may agree. If
the parties cannot agree, then, not sooner than 30 days after giving notice that
it will exercise that right if the parties do not agree, either party can
initiate arbitration under Section 11.1.

      (d) If the Company rejects or fails to timely exercise its right to
purchase under Section 6.(a), the COM Entity will be entitled to consummate the
sale of all (but not less than all) of the owned or leased MMDS Spectrum (and,
if applicable, any related business) described in the Offer Notice to the third
Person identified in the Offer Terms at a price and other terms not less
favorable to the purchaser in any material respect than the Offer Terms. If a
closing to consummate a sale permitted by this Section 6 has not occurred within
one year of the Offer Notice, the sale may not be completed without repeating
the procedures of this Section 6.

      (e) If a COM Entity did an exchange that included both MMDS Spectrum that
was acquired or to which rights were acquired by a COM Entity before August 13,
2004, and MMDS Spectrum acquired after that date, and if there is a subsequent
sale of fee MMDS Spectrum received in the exchange, then it will be presumed for
purposes of this Section 6 that the MMDS Spectrum being sold was, to the extent
of the value of the pre-August 13, 2004 spectrum, received in exchange for the
pre-August 14, 2004 MMDS Spectrum.

      7.    CLOSING UNDER COMPANY RIGHT TO BUY AND SWAP RIGHTS.

      7.1   CLOSING TIMING AND DELIVERIES.

      (a) The initial closing of the transfers and assignments contemplated by
Section 4 or Section 5 (each a "CLOSING") will each occur 14 days after the
conditions set forth in Section 7.2 through 7.4 have been first satisfied or
waived.

            (A)   Each Acquiror will deliver at the initial Closing:

                  (1)   cash in an amount equal to the purchase price payable,
                        less the purchase price for assets or rights that cannot
                        transfer at that Closing because Third Party Consents
                        have not been obtained, plus any Carrying Costs payable;

                                      -8-


                  (2)   an executed instrument of assignment and assumption in
                        the form agreed by the parties assuming Transferor's
                        obligations under any agreements relating to spectrum
                        leases or Related Assets to be transferred for which
                        Third Party Consents are not required or have been
                        obtained;

                  (3)   evidence that any amendments, modifications or other
                        consideration due to third Persons as contemplated by
                        Section 8.1(d) have been made and/or delivered;

                  (4)   executed Use and Access Agreements for any Related
                        Assets that are to be made available to the Acquiror as
                        set forth in Section 4.2(a).

                  (5)   the officer's certificate described in Section 7.4(c).

            (B)   Each Transferor will deliver at the initial Closing:

                  (1)   an executed instrument of assignment and assumption in
                        the form agreed by the parties transferring Transferor's
                        rights under any agreements relating to spectrum leases
                        or Related Assets to be transferred for which Third
                        Party Consents are not required or have been obtained;

                  (2)   a bill of sale (or one or more real property deeds, if
                        there are Owned Towers to be transferred) for any
                        Related Assets that are to transfer for which any Third
                        Party Consents are not required or have been obtained;

                  (3)   executed Use and Access Agreements for any Related
                        Assets that are to be made available to the Acquiror as
                        set forth in Section 4.2(a).

                  (4)   the officer's certificate described in Section 7.3(c).

      (b) If an initial Closing has occurred, but at the time of the initial
Closing there were Third Party Consents to obtain in order to transfer all the
assets and rights that are to be transferred under the Call Notice, then on the
180th day after the initial Closing, or on such other day as the parties may
agree, there will be a subsequent closing and the parties will make the
deliveries described in Section, 7.1(a) with respect to the additional assets
and other rights that can be transferred at the time of the subsequent Closing.

      7.2 CONDITIONS TO ALL PARTIES' OBLIGATIONS. The obligations of each
Acquiror on the one hand and each Transferor on the other hand to effect a
Closing are subject to the satisfaction (or waiver by the Company and Investor)
at or prior to the Closing of each of the following conditions:

                                      -9-


      (a) No temporary restraining order, preliminary or permanent injunction or
other order issued by any court of competent jurisdiction will be in effect or
pending which materially delays, restrains, enjoins, or seeks to prohibit the
Closing.

      (b) Any waiting period under the HSR Act applicable to the transactions to
occur at the Closing will have expired or been earlier terminated.

      (c) The transfer of any BTATC Licenses will have been authorized by a
Final Order.

      (d) If the Closing is occurring under Section 5, any Third Party Consent
necessary to exchange either of the BTATC Spectrum Leases in any set to be
exchanged will have been obtained.

      7.3. CONDITIONS TO ACQUIROR'S OBLIGATION TO CLOSE. The obligation of the
Acquiror to effect a Closing and to pay the consideration due at that Closing is
subject to the satisfaction (or waiver by Acquiror) at or prior to the Closing
of each of the following conditions:

      (a) The representations and warranties of each Transferor set forth in
Section 7.6 will be true in all material respects as of the date of the Closing,
or,

            (A)   if any representation or warranty relating to a BTATC License
                  is not true in any material respect because of any action or
                  inaction by a COM Entity, or because of a discovery of facts
                  or circumstances not known by a COM Entity at the time it was
                  acquired, then (A) the parties have agreed to an adjustment of
                  the purchase price that takes into account the impairment and
                  the BTATC License and Related Assets will be transferred; or
                  (B) the Acquiror has elected not to purchase the affected
                  BTATC License and Related Assets and the purchase price has
                  been adjusted; and

            (B)   if any representation or warranty relating to a BTATC Spectrum
                  Lease is not true in any material respect because of any
                  action or inaction by a COM Entity, or because of a discovery
                  of facts or circumstances not known by a COM Entity at the
                  time it was acquired, then (A) the parties have agreed to an
                  adjustment of the purchase price that takes into account the
                  impairment and the BTATC Spectrum Lease and Related Assets
                  will be transferred; or (B) the Acquiror has elected not to
                  acquire the affected BTATC Spectrum Lease and Related Assets
                  and the purchase price has been adjusted;

            (C)   if any representation or warranty relating to a Related Asset
                  is not true in any material respect because of any action or
                  inaction by a COM Entity, or because of a discovery of facts
                  or circumstances not known by a COM Entity at the time it was
                  acquired, the parties have either agreed (A) to an appropriate
                  adjustment or arrangement, or (B) the Acquiror has elected not
                  to acquire that Related Asset;

            (D)   if any representation or warranty related to a BTATC License
                  or BTATC Spectrum Lease is untrue in any material respect, and
                  Section 7.3(a)(A)

                                      -10-


                  and (a)(B) do not apply, then the Acquiror is reasonably
                  satisfied with the disclosures and any other information
                  provided by a Transferor in connection with any information
                  provided in any disclosure schedule delivered by a Transferor
                  under Section 7.6; and

            (E)   if any representation or warranty related to a Related Asset
                  is untrue in any material respect and Section 7.3(a)(C) does
                  not apply, then either (A) the Acquiror has elected not to
                  acquire the Related Asset and the BTATC License or BTATC
                  Spectrum Lease to which it relates, and the purchase price has
                  been adjusted; or (B) the Acquiror will close over the
                  inaccuracy that was disclosed, and waive any claim for breach
                  associated with the inaccuracy that was disclosed.

      (b) Each Transferor and its Affiliates will have performed and complied
with all covenants and obligations to effect the Closing required by this
Agreement to be complied with or performed prior to the Closing.

      (c) Acquiror will have received a certificate, dated the date of the
Closing, signed by an officer of each Transferor stating that the conditions of
Section 7.3(a) and (b) have been satisfied.

      7.4 CONDITIONS TO TRANSFEROR'S OBLIGATION TO CLOSE. The obligation of the
Transferor(s) to effect the Closing is subject to the satisfaction (or waiver by
an Transferor) at or prior to the Closing of each of the following conditions:

      (a) The representations and warranties of Acquiror set forth in Section
7.5 will be true in all material respects as of the date of the Closing.

      (b) Acquiror and its Affiliates will have performed and complied with all
covenants and obligations to effect the Closing required by this Agreement to be
complied with or performed prior to the Closing.

      (c) Transferors will have received a certificate, dated the date of the
Closing, signed by an officer of the Acquiror stating that the conditions of
Section 7.4(a) and (b) have been satisfied.

      7.5 REPRESENTATIONS AND WARRANTIES OF ACQUIROR IN CONNECTION WITH A
CLOSING. At each Closing, Acquiror will represent and warrant to Transferor that
on the day of the Closing:

      (a) Acquiror is an entity duly organized, validly existing and in good
standing under the laws of the state under which it was created and has all
requisite entity power and authority to carry on its business as now conducted
and to enter into and perform the documents to be delivered at the Closing.

      (b) Acquiror has taken all necessary action for it to authorize the
execution, delivery and performance of each document to be delivered by it at
the Closing. Each agreement to be delivered by Acquiror at the Closing has been
duly executed and delivered by Acquiror and is a

                                      -11-



valid and binding agreement of Acquiror enforceable against Acquiror in
accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar Laws of general
application which may affect the enforcement of creditor's rights generally and
by general equitable principles.

      (c) Execution, delivery and performance of each document to be delivered
at the Closing and the consummation of the transactions to be effected at the
Closing will not result in any violation of, conflict with, constitute a default
(with or without notice or lapse of time) under, or give rise to a right of
termination, cancellation, acceleration of, or the imposition of any lien, claim
or encumbrance under, or require any consent under or require a payment by
Acquiror or any of its Affiliates to any other Person pursuant to (i) the
organizational documents of Acquiror, (ii) any note, bond, debt instrument,
mortgage, indenture or other agreement or instrument to which Acquiror or any of
its Affiliates is a party, or (iii) any Law or Order by which Acquiror or any
of its Affiliates is bound.

      (d) Except for those that have been made or obtained, no consent,
approval, license, permit or authorization Of or registration, declaration or
filing with any Governmental Authority is required to be obtained or made by
Acquiror or any of its Affiliates in connection with the Closing or the
transactions to be effected thereby.

      (e) Acquiror has no obligation to any agent, broker, or other Person for
any fee or commission in connection with the Closing or the transactions to be
effected thereby.

      7.6 REPRESENTATIONS AND WARRANTIES OF TRANSFEROR IN CONNECTION WITH A
CLOSING. At each Closing, each Transferor will represent and warrant to Acquiror
that, except as set forth on the Closing Date Schedules, on the date of the
Closing:

      (a) Transferor is an entity duly organized, validly existing and in good
standing under the laws of the state under which it was created and has all
requisite entity power and authority to carry on its business as now conducted
and to enter into and perform the documents to be delivered at the Closing.

      (b) Transferor has taken all necessary action for it to authorize the
execution, delivery and performance of each document to be delivered by it at
the Closing. Each agreement to be delivered by Transferor at the Closing has
been duly executed and delivered by Transferor and is a valid and binding
agreement of Transferor enforceable against Transferor in accordance with its
terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar Laws of general application which
may affect the enforcement of creditor's rights generally and by general
equitable principles.

      (c) Execution, delivery and performance of each document to be delivered
at the Closing and the consummation of the transactions to be effected at the
Closing will not result in any violation of, conflict with, constitute a default
(with or without notice or lapse of time) under, or give rise to a right of
termination, cancellation, acceleration of, or the imposition of any lien, claim
or encumbrance under, or require any consent under or require a payment by
Transferor or any of its Affiliates to any other Person pursuant to (i) the
organizational documents of Transferor, (ii) any note, bond, debt instrument,
mortgage, indenture, BTATC

                                      -12-



spectrum Lease, agreement relating to a Related Asset or other agreement or
instrument to which Transferor or any of its Affiliates is a party, or (iii) any
Law or Order by which Transferor or any of its Affiliates is bound.

      (d) Except for those that have been made or obtained, no consent,
approval, license, permit or authorizations of or registration, declaration or
filing with any Governmental Agency is required to be obtained or made by
Transferor or any of its Affiliates in connection with the Closing or other
transactions to effected thereby.

      (e) Transferor has no obligation to any agent, broker, or other Person for
any fee or commission in connection with the Closing or the transactions to be
effected thereby.

      (f) Transferor has good and valid title to all of the tangible personal
property to be transferred at Closing, free and clear of any liens, claims or
encumbrances, other than mechanics, carriers, repairman's or similar liens
arising in the ordinary course of business or liens for taxes not yet due and
payable.

      (g) Except as set forth on Schedule A: (i) the grant, renewal or
assignment of the BTATC Licenses to the existing licensee thereof was approved
by the FCC by Final Order, and (ii) the BTATC Licenses are validly issued and in
full force and effect. Except as set forth on Schedule A, there is no Proceeding
pending before the FCC or, to the Knowledge of the Transferor, threatened,
which, if determined as requested by the moving party or as indicated in any
document initiating such Proceeding, could result in the revocation,
modification, restriction, cancellation, termination or non-renewal of any BTATC
License or other action which is adverse to the Transferor, or the imposition of
a monetary fine. Sellers have made on a timely basis all payments to the United
States Government for those of the BTATC Licenses that are BTA authorizations.

      (h) Except as set forth on Schedule A and Schedule D, (i) the facilities
subject to a BTATC License for which a certification or notification of
completion of construction has been filed with the FCC ("CONSTRUCTED
FACILITIES") are operating and at all times since August 1, 2003 have been
operating in material compliance with the FCC authorization therefor, the
Communications Act, and (ii) the Transferor is not transmitting from or
otherwise operating any facility mat is not the subject of an FCC authorization.
Except as set forth on Schedule D: (i) none of the facilities subject to a BTATC
License (x) is authorized pursuant to an authorization which is subject to
challenge before the United States Court of Appeals, or (y) is subject to any
lease, sub-lease or any agreement to make it available to a third Person; (ii)
no BTATC License is subject to (x) a revocation proceeding or (y) a pending
request for waiver of Section 21.303 of the FCC Rules; and (iii) no Constructed
Facilities are operating pursuant to special temporary or developmental
authority.

      (i) Since January 1, 2001, all Annual FCC Reports required to be filed by
Transferor with the FCC with respect to the BTATC Licenses have been timely
filed. Except as set forth on Schedule D, to the Knowledge of Transferor, all
Annual FCC Reports filed for calendar year 2002 or thereafter are complete and
accurate.

                                      -13-



      (j) Transferor has delivered to Acquiror true and complete copies of the
FCC Licenses for each BTATC License, and all documents filed in any Proceeding
pending at the FCC relating to the BTATC Licenses.

      (k) For each BTATC Spectrum Lease, Schedule E sets forth: (i) the name of
the third-party lessor; (ii) the name of the Transferor entity that is the
lessee; (iii) the FCC call sign or file number covering the BTATC Spectrum
Lease; (iv) the channels and BTA in which the BTATC Spectrum Lease is used or
useful; and (v) the expiration date of the BTATC Spectrum Lease.

      (l) Except as set forth on Schedule F, each BTATC Spectrum Lease is valid,
binding and in full force and effect, meets all requirements of Law, and is
enforceable in accordance with its terms. Transferor is the lessee under each
BTATC Spectrum Lease (by entry into the BTATC Spectrum Lease, assignment of such
lease, transfer of rights or other means) and has the sole right to use the
spectrum under each BTATC Spectrum Lease. To the Knowledge of Transferors, other
than the terms of each BTATC Spectrum Lease and the FCC Rules limiting the
duration of such BTATC Spectrum Leases, there are no facts or circumstances that
might (whether with or without notice, lapse of time or the occurrence of any
other event) preclude the renewal or extension of such BTATC Spectrum Leases in
the ordinary course. Except as set forth on Schedule F: (i) neither Transferors
nor to the Knowledge of Transferors any other party to any of the BTATC Spectrum
Leases has (x) failed to comply or is in breach or default thereunder or (y)
claimed in any written statement that the counterparty has failed to comply or
is in breach or default thereunder, and (ii) the consummation of the Closing
will not cause any violation, breach or default of any BTATC Spectrum Lease or
require the consent of the lessor thereunder. Except as set forth on Schedule F,
no party to any BTATC Spectrum Lease has claimed, and to the Knowledge of
Transferors, no party has threatened, in any written statement to any Transferor
that such party has a right to terminate the BTATC Spectrum Lease prior to or at
the Closing or to seek damages against any Transferor for the violation, breach
or default by any Transferor of such BTATC Spectrum Lease.

      (m) Except as set forth on Schedule G, to the Knowledge of Transferors:
(i) the grant, renewal or assignment of the FCC licenses subject to the BTATC
Spectrum Leases (the "LEASED FCC LICENSES") to the existing licensee thereof was
approved by the FCC by Final Order; (ii) the Leased FCC Licenses are validly
issued and in full force and effect; and (iii) there is no Proceeding pending
before the FCC or threatened, which, if determined as requested by the moving
party or as indicated in any document initiating such Proceeding, could result
in the revocation, modification, restriction, cancellation, termination or
non-renewal of the Leased FCC Licenses or other action which is adverse to the
licensee or any of Transferor.

      (n) Schedule H sets forth a true and complete list of all agreements
regarding the BTATC Licenses between any Transferor and any other MMDS licensee,
applicant, lessor or operator with respect to (i) interference to or from
adjacent markets or spectrum within any market affecting a BTATC License, (ii)
the coordination of adjacent market or in-market spectrum use, or (iii) other
matters concerned with the operation of channels in adjacent markets or in the
same market or agreements for the partitioning of any BTA that is the subject of
a BTATC License that is a BTA authorization. Transferors have delivered to
Acquiror true complete copies of all such agreements.

                                      -14-



      (o) Schedule I sets forth, to the Knowledge of Transferors, a true and
complete list of all agreements regarding Leased FCC Licenses between a
Transferor or the licensee of such license and any other MMDS, MDS or ITFS
licensee, applicant, lessor or operator with respect to (i) interference to or
from adjacent markets or spectrum within any Market affecting a Leased FCC
License, (ii) the coordination of adjacent market or in-market spectrum use, or
(iii) other matters concerned with the operation of channels in adjacent markets
or in the same market or agreements for the partitioning of any BTA that is the
subject of a Leased FCC License that is a BTA authorization. Transferors have
delivered to Acquiror true and complete copies of all such agreements.

      (p) Each of the Channel Listing and the Update delivered under Section 4
was true, correct and complete when delivered, and any additional information
through the date of the Closing that would have been part of the Channel Listing
or the Update had it been delivered at the Closing has been provided to
Acquiror.

      (q) The Asset Listing relating to the Closing was true, correct and
complete when delivered, and any additional information through the date of the
Closing that would have been part of the Asset Listing had it been delivered at
the Closing has been provided to Acquiror.

      (r) Each transmission tower owned by Transferor included in the Related
Assets that is being transferred as contemplated by Section 7.10(a) ("OWNED
TOWER") is being conveyed to Acquiror free and clear of any encumbrance that
would interfere with the use of the tower as presently used by Transferor.
Transferor has delivered to Acquiror true, correct and complete copies of any
agreements with third Persons relating to an Owned Tower. Transferor has
delivered to Acquiror true, correct and complete copies of each agreement (the
"TOWER LEASES") giving Transferor a right to use a tower that is not an Owned
Tower that is identified on the Asset Listing. Each of the Tower Leases is
valid, binding and in full force and effect. Transferor has not and is not and,
to the knowledge of Transferor, no other party to a Tower Lease has failed to
comply with or is in breach or default thereunder, except for such
non-compliance, breach or default that could not reasonably be expected to have
a material adverse effect on Transferor's right to use the tower as presently
used. Each Owned Tower is obstruction-marked and lighted to the extent required
by, and in accordance with, the rules and the regulations of the Federal
Aviation Administration and the FCC.

      (s) Transferor has all licenses, permits, certificates, approvals,
registrations and other authorizations required from any Governmental Agency in
connection with the ownership and operation of any business conducted using the
BTATC Licenses and BTATC Spectrum Leases as currently conducted by Transferor
(collectively, "PERMITS") Transferor is not in material violation of any
Permit. For the avoidance of doubt, Permit does not include any FCC License.

      (t) Schedule J identifies each maintenance agreement or other contract
providing for the maintenance, repair, servicing or other services obtained from
or due to third Persons with respect to any Related Assets. Transferor has
delivered true, correct and complete copies of each such agreement to Acquiror.
To the knowledge of Transferor, there is no material default by any party under
an agreement identified on Schedule N.

                                      -15-


      (u) Transferor's use or operation of the Related Assets to be transferred
at the Closing is in compliance with applicable Environmental Laws in all
material respects. There are no pending or, to the knowledge of Transferor,
threatened actions by or before any Governmental Authority alleging that the use
or operation of the Related Assets to be transferred at the Closing by
Transferor is not in compliance with applicable Environmental Laws. Transferor
holds and is in compliance in all material respects with all Permits required
under Environmental Laws for the operations of the Related Assets to be
transferred at the Closing.

      (v) All physical assets identified on the Asset Listing that will be
transferred to Acquiror as contemplated by Section 7.10(a) are sold AS IS, WHERE
IS, AND WITH ALL FAULTS.

      7.7 PRE-CLOSING DELIVERIES; POST-CLOSING ADJUSTMENTS; SUBSEQUENT CLOSINGS;
FURTHER ASSURANCES.

      (a) Not more than 30 days and not less than 10 days before the scheduled
date of any Closing, each Transferor will deliver to each Acquiror the Schedules
described in Section 7.6 that would be delivered by Transferor if the Closing
were occurring on the date of delivery and indicating any facts or circumstances
that are expected to change prior to the Closing. Unless the Acquiror agrees
otherwise, the Schedules so delivered will be updated by Transferor not less
than 5 days before the Closing. The final schedules required by Section 7,6 will
be delivered at Closing (the "CLOSING DATE SCHEDULES").

      (b) For the initial Closing (and any subsequent Closings), not more than
60 days after the Closing or any subsequent Closing, the Transferor will submit
an invoice showing in reasonable detail (i) the Carrying Costs incurred for each
channel transferred at that Closing during the period from the date of the
statement that was the basis for the Carrying Costs reimbursed at that Closing
through the date of the Closing, and (ii) for a Closing pursuant to Section 4,
Deal Related Expenses that were incurred in the period immediately preceding the
Closing. Not more than 30 days after receiving the invoice, the Acquiror will
pay the invoice. If there is a dispute whether the amounts on the invoice are
proper, the amount not in dispute will be paid and, not sooner than 30 days
after giving notice that it will exercise that right if the parties do not
agree, either party can initiate arbitration under Section 11.1.

      (c) For a period of 180 days after the initial Closing, the parties will
continue to comply with Section 8.1 (b) and (d) to obtain any governmental
consent or approval or Third Party Consents that are required to accomplish any
transfer that could not occur at the initial Closing because such consents or
approvals had not yet been obtained. During this 180-day period, the parties
will cooperate, at the expense of the Acquiror, in any reasonable arrangement
designed to provide Acquiror with the benefit of any tangible asset or other
right for which the parties are seeking the necessary consent or approval to
make a transfer. After the 180-day period, at the request and expense of
Acquiror, the parties will cooperate in any reasonable arrangement designed to
provide the Acquiror with the benefit of any tangible asset or other right which
might have been transferred under this Amendment.

                                      -16-



      (d) Acquiror on the one hand and each Transferor on the other hand will
execute and deliver any instruments and take any action as the other may
reasonably request in order to evidence or complete the transactions to be
effected at a Closing.

      7.8 CLAIMS FOR BREACH.

      (a) Any claim for breach of a representation or warranty must be made by
notice to the breaching party not more than 365 days after the Closing (or, with
respect to assets or other rights transferred at a subsequent Closing, 365 days
after the subsequent Closing) at which the breach occurred. Any claim must be in
writing, must identify in reasonable detail the breach claimed and, to the
extent known, the facts and circumstances giving rise to the claim. Investor and
any COM Entity that requires a license or other right to use spectrum or Related
Assets under this Agreement are jointly and severally liable for any claim made
by the Company for breach of a representation or warranty by Investor or any
other COM Entity. If a claim is made for breach of a representation or warranty,
then not sooner than 60 days after giving notice that it will exercise its right
to do so if the claim is not resolved, the party making the claim can initiate
arbitration under Section 11.1.

      (b) NO PARTY TO THIS AGREEMENT IS ENTITLED TO SEEK OR RECOVER
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. CONSEQUENTIAL DAMAGES ARE, WITHOUT
LIMITATION, LOST PROFITS, LOST REVENUE, AND THE LIKE.

      7.9 TAXES.

      (a) All Transfer Taxes arising out of any transfer effected at any
Closing, under Article 7, and any Transfer Taxes required to effect any
recording or filing with respect thereto, will be paid by the Company. If an
exemption is potentially available, a COM Entity wall cooperate with any
reasonable request of the Company to obtain an appropriate resale exemption
certificate or other evidence to entitle the Company to claim the exemption.

      (b) The Company will pay all gross receipts and income tax due on gain
recognized by Individual, Investor and any COM Entity on an exchange
accomplished under Section 5. If, in the three year period following the
exchange under Section 5, a COM Entity sells or exchanges the channels or other
assets or rights received in the exchange in a taxable transaction (as
determined under the Internal Revenue Code), then, not more than 10 days after
closing of the subsequent sale or exchange, the COM Entity will pay the Company
an amount equal to: (i) the tax paid under this Section 7.9(b) with respect to
the assets that were exchanged for the assets that were subsequently sold or
exchanged; plus (ii) interest on that amount from the date the Company paid the
tax to the date that the COM Entity reimburses the Company at a rate equal to
the Company's cost of funds on the date the Company paid the tax.

      8.  COVENANTS.

      8.1 COVENANTS.

      (a) Investor, Individual, or their Controlled Affiliates will disclose, to
the extent required, the terms of this Amendment in connection with any filings
related to the transfer to

                                      -17-



them of MMDS Spectrum. If any information about the Nextel Group is required in
connection with any such filing, the Company will cause required information to
be provided to Investor.

      (b) From the date hereof to and including the last Closing to occur under
Section 7, the Company, Investor and Individual will (and will cause their
respective Affiliates, if appropriate, to) (i) cooperate with each other in the
preparation and filing of all forms, notifications, reports and information,
required or reasonably considered advisable by any of them pursuant to any Law
(including, without limitation, the Communications Act and the HSR Act); (ii)
use all commercially reasonable efforts to furnish or cause to be furnished, as
promptly as practicable; all information and documents requested under such
Laws; and (iii) use all commercially reasonable efforts to agree on a method to
overcome any objections by any Governmental Authority to any transaction
contemplated hereby.

      (c) When negotiating leases for MMDS Spectrum or Related Assets,
Individual will cause COM Entities to use all commercially reasonable efforts,
and will use commercially reasonable efforts to cause any of their Affiliates
that are negotiating such leases, to have the right to assign such lease
pursuant to this Amendment without the need for any consent by the lessor or any
other third Person.

      (d) From the date hereof to and including the last Closing to occur under
Section 7, Investor, the Company and Individual will (and will cause their
respective Affiliates, if appropriate, to) use commercially reasonable efforts
to obtain any Third Party Consents as promptly as practicable. If any third
Person proposes to condition its consent on any amendment or modification to any
agreement or other consideration, the proposed Transferor will promptly notify
the proposed Acquiror. The decision whether to make the amendment or
modification and/or to deliver any consideration will be made by the Acquiror
whose consent will not be unreasonably withheld or delayed.

      (e) Individual will use his reasonable best efforts to cause Investor and
his and its Controlled Affiliates to comply with this Amendment.

      (f) To the extent the Company assigns any of its rights under this
Amendment to an Affiliate, the Company will use its reasonable best efforts to
cause the Affiliate to comply with this Amendment.

      (g) Investor and Individual will use their reasonable best efforts not to
become subject to, and not to permit any COM Entity to become subject to, any
confidentiality or nondisclosure obligations that would limit its ability to
make the disclosures required by this Amendment, and, if such obligations
nonetheless arise, each will use its reasonable best efforts to obtain a waiver
or consent that will permit it to make the disclosures required by this
Amendment.

      (h) So long as Investor has any obligations under this Amendment,
Individual will retain control of Investor.

      (i) In exercising its rights under Section 5 the Company will use its
reasonable best efforts to minimize and mitigate any damage to the existing or
planned business of a COM Entity. If, nonetheless, there is a material adverse
affect on such business, the Company will pay

                                      -18-



the affected COM Entity reasonable compensation in an amount agreed by the
parties. For purposes of this Section 8.1(i), "planned" business means that the
relevant COM Entity can show it would reasonably be expected to launch
commercial service in the 180-day period after the date the Company gives notice
it will exercise-swap rights under Section 5.

      9.  REPRESENTATIONS AND WARRANTIES.

      9.1 BY INVESTOR. Investor hereby represents and warrants to the company
that:

      (a) Investor is a limited liability company duly organized, validly
existing and in good standing under the laws of the state of Washington and has
all requisite limited liability company power and authority to carry on its
business as now conducted, and to enter into and to perform this agreement.

      (b) Investor has taken all necessary action to authorize the execution,
delivery and performance of this Amendment. This Amendment has been duly
executed and delivered by Investor and is a valid and binding agreement of
Investor enforceable against Investor in accordance with its terms, except as
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
and other similar Laws of general application which may affect the enforcement
of creditors' rights generally and by general equitable principles.

      (c) The execution, delivery, and performance of this Amendment and the
consummation of the transactions contemplated hereby will not result in any
violation of, conflict with, constitute a default (with or without notice or
lapse of time) under, or give rise to a right of termination, cancellation,
acceleration of, or the imposition of any lien, claim, or encumbrance under, or
require any consent under or require a payment by Investor to any other Person
pursuant to (i) the limited liability company agreement or other organizational
documents of Investor, (ii) any note, bond, debt instrument, mortgage, indenture
or other agreement or instrument to which any COM Entity is a party, or (iii)
any Law or Order by which any COM Entity is bound.

      9.2 BY INDIVIDUAL. Individual represents and warrants to the Company that:

      (a) He is a resident of the State of Washington and is authorized to
execute, deliver and perform this Amendment.

      (b) He has duly executed and delivered this Amendment and it is a valid
and binding agreement of Individual enforceable against Individual in accordance
with its terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar Laws of general application which
may affect the enforcement of creditors' rights generally and by general
equitable principles.

      (c) The execution, delivery, and performance of this Amendment and the
consummation of the transactions contemplated hereby will not result in any
violation of, conflict with, constitute a default (with or without notice or
lapse of time) under, or give rise to a right of termination, cancellation,
acceleration of, or the imposition of any lien, claim, or encumbrance under, or
require any consent under or require a payment by Individual to any other Person
pursuant to (i) any note, bond, debt instrument, mortgage, indenture or other
agreement or

                                      -19-



instrument to which Individual or any COM Entity is a party, or (ii) any Law or
Order by which Individual or any COM Entity is bound.

      (d) Individual controls Investor.

      9.3 BY THE COMPANY. The Company hereby represents and warrants to Investor
and Individual that:

      (a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the state of Delaware and has all requisite
corporate power and authority to carry on its business as now conducted, and to
enter into and to perform this Agreement.

      (b) The Company has taken all necessary corporate action to authorize the
execution, delivery and performance of this Amendment. This Amendment has been
duly executed and delivered by the Company and is a valid and binding agreement
of the Company enforceable against the Company in accordance with its terms,
except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other similar Laws of general application which may affect the
enforcement of creditors' rights generally and by general equitable principles.

      (c) The execution, delivery, and performance of this Amendment and the
consummation of the transactions contemplated hereby will not result in any
violation of, conflict with, constitute a default (with or without notice or
lapse of time) under, or give rise to a right of termination, cancellation,
acceleration of, or the imposition of any lien, claim, or encumbrance under, or
require any consent under or require a payment by the Company to any other
Person pursuant to (i) the certificate of incorporation, by laws or other
organizational documents of the Company, (ii) any note, bond, debt instrument,
mortgage, indenture or other agreement or instrument to which any member of the
Nextel Group is a party, or (iii) any Law or Order by which any member of the
Nextel Group is bound.

      10.  DEFINITIONAL PROVISIONS.

      10.1 DEFINITIONS.

      "ACQUIROR" means, for any closing under Article 7, any Person that is
buying, exchanging, assuming or otherwise acquiring a license or spectrum lease
as a result of the transactions being consummated at that Closing, but only in
that capacity, and does not mean that Person in its capacity as a Transferor (if
applicable) at that Closing.

      "ACQUISITION AGREEMENT" -- see Section 3.

      "AFFILIATE" means, as to any Person, another Person that directly or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such Person. For the purposes of this definition,
"CONTROL" when used with respect to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise; the terms "CONTROLLING" and "CONTROLLED" have meanings
correlative to

                                      -20-

the foregoing. The term "Controlled Affiliate" as used herein includes
Individual and any Affiliate of COM that is, at the relevant time, controlled
fay COM.

      "AMENDMENT" - see Preamble.

      "ANNUAL FCC REPORTS" means those reports, filings, notices and regulatory
fees required to be filed annually with the FCC by licensees, permittees,
conditional licensees and operators, including reports required by Sections
21.11(a), 21.911, 21.307(d) and 21.920 of Title 47 of the Code of Federal
Regulations, as such reports, filings, notices and regulatory fees may
be amended or supplemented from time to time.

      "ARBITRATION RULES" -- see Section 11.1(a).

      "ASSET LISTING" -- see Section 4.2(b).

      "BTA" means Basic Trading Area.

      "BTATC LICENSE" or "BTATC SPECTRUM LEASE" means, with respect to any
Closing to occur pursuant to this Agreement, an FCC license to be transferred at
that Closing or a spectrum lease that, if Third Party Consents are obtained, is
to be transferred at that Closing.

      "CALL NOTICE" -- see section 4.3(a).

      "CARRYING COSTS" for any channel means out of pocket costs incurred in the
ordinary course of business by the entity transferring the channel during the
period it owned or had the use of the channel, including, without limitation,
site installation expense, real or personal property taxes associated with site
leases and other Related Assets that are being transferred, lease payments for
channels under spectrum leases, lease payments under site leases, maintenance
and monitoring costs, site utility costs, but specifically excluding, salaries
and employee costs, any allocation of overhead, professional fees associated
with any acquisition, and expenses for equipment and software.

      "CHANNEL LISTING" -- see Section 4.1(a).

      "CLOSING" means the consummation of a transaction under Article 7 as
contemplated by this Agreement.

      "CLOSING DATE SCHEDULES" -- see Section 7.7(a).

      "COM ENTITY" -- see Section 2(a).

      "COMMUNICATIONS ACT" means the communications Act of 1934, as amended and
the rules and regulations promulgated thereunder.

      "CONSTRUCTED FACILITIES" -- see Section 7.6(h).

      "DEAL EXPENSES" means, for any BTATC License, BTATC Spectrum Lease or
Related Assets the reasonable, out-of-pocket expenses paid by a COM Entity to
unaffiliated, third-party,

                                      -21-


independent legal counsel, brokers and other advisors in connection with (i)
acquiring such rights or assets that are being transferred under Sections 3 or
4; or (ii) in connection with effecting a transfer of the rights or assets to a
Nextel Group member under Sections 3,4, 5, or 6 this Amendment; but deal
expenses do not include the expenses incurred to obtain the Six Retained
Channels or any expenses related to any interpretation, disputes or arbitration
under this Amendment. Any allocation of deal expenses to the Six Retained
Channels will be agreed between the parties and, if they cannot agree, not
sooner than 30 days after giving notice that it will exercise that right if the
parties do not agree, either party can initiate arbitration under Section 11.1.

      "ENVIRONMENTAL LAWS" means any law relating to the protection,
preservation or restoration of the environment (including air, water, vapor,
surface water, groundwater, drinking water supply, surface land, subsurface
land, plant and animal life or any other natural resource), or to human health
or safety as it relates to the environment, including any applicable provisions
of the Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. Section 9601 et seq., the Hazardous Materials Transportation Act, 49
U.S.C. Section 1801 et seq., the Resource Conservation and Recovery Act, 42
U.S.C. Section 6901 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et
seq., the Clean Air Act, 33 U.S.C. Section 2601 et seq., the Toxic Substances
Control Act, 15 U.S.C. Section 2601 et seq., the Federal Insecticide, Fungicide,
and Rodenticide Act, 7 U.S.C. Section 136 et seq., and the Oil Pollution Act of
1990, 33 U.S.C. Section 2701 et seq., and the regulations promulgated pursuant
thereto, and all analogous state or local statutes.

      "FCC" means the Federal Communications Commission.

      "FINAL ORDER" means an action by the FCC (i) which action has not been
reversed, stayed, enjoined, set aside, annulled or suspended, (ii) in relation
to which no request for stay, motion or petition for reconsideration or
rehearing, application or request for review, or notice of appeal or other
administrative or judicial petition for review (collectively, an "Appeal") is
pending, and (iii) as to which the prescribed time for filing an Appeal, and for
the entry of orders staying, reconsidering, or reviewing on the FCC's or such
other regulatory authority's own motion has expired.

      "GOVERNMENTAL AUTHORITY" means any governmental or political subdivision
or department thereof, any governmental or regulatory body, commission, board,
bureau, agency or instrumentality, or any court or arbitrator or alternative
dispute resolution body, in each case whether domestic or foreign, federal,
state or local.

      "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended and the rules promulgated thereunder.

      "ITFS" means Institutional Television Fixed Service, a class of microwave
frequencies licensed by the FCC pursuant to part 74 of Title 47 of the Code of
Federal Regulations, as amended and interpreted by the FCC.

      "KNOWLEDGE OF ACQUIROR" means the actual knowledge, without any
independent investigation or inquiry, of the officers of the Acquiror.

                                      -22-


      "KNOWLEDGE OF TRANSFERORS" means the actual knowledge, without any
independent investigation or inquiry, of the officers of the Transferors.

      "LAW" means any domestic or foreign, federal, state or local law, statute,
ordinance, rule or regulation.

      "LEASE PARTY" -- see Section 4.2(e).

      "LEASED" means that a Person has been given the right to use a channel
licensed to another Person, and a "lease" means a channel lease or any other
agreement that entitles a Person to use a channel licensed to another Person.

      "LEASED FCC LICENSES" -- see Section 7.6(m).

      "MMDS" means Multichannel Multipoint Distribution Service, a domestic
transmission service licensed by the FCC pursuant to Part 21 of Title 47 of the
Code of Federal Regulations, as mended and interpreted by the FCC.

      "MMDS SPECTRUM" means any license or lease for MMDS or ITFS channels.

      "MARCH AGREEMENT" -- see Preamble.

      "NEXTEL GROUP" means the Company and the entities controlled, directly or
indirectly, by the Company.

      "OFFER NOTICE" -- see Section 6(a).

      "OFFER TERMS" -- see Section 6(a).

      "OWNED TOWERS" -- see Section 7.6(r).

      "PERMITS" -- see Section 7.6(s).

      "PERSON" means an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other, entity of whatever nature or a
group, including without limitation any pension, profit sharing or other benefit
plan or trust.

      "PROCEEDING" means any action, arbitration, audit, hearing, complaint,
inquiry, investigation, litigation, or suit (whether civil, criminal,
administrative, investigative, or informal) commenced, brought, conducted, or
heard by or before, or otherwise involving, any Governmental Authority or
arbitrator.

      "RELATED ASSETS" -- see Section 4.2(a).

      "SECTION 3 NOTICE" -- see Section 3.

      "SIX RETAINED CHANNELS" -- see Section 2.1(b).

                                      -23-


      "THIRD PARTY CONSENTS" -- means any consent or approval from a third
Person (other than a Governmental Authority) that is required under the terms of
a spectrum lease, site lease or other agreement that is contemplated to be
assigned under this Agreement.

      "TOWER LEASES" -- see Section 7.6(r).

      "TRANSFER TAX" means any Federal, state, county, local or other sales,
use, transfer, conveyance, documentary transfer, recording or other similar tax,
fee or charge imposed upon the sale, transfer, exchange, or assignment of
property or any interest therein or the recording thereof, and any penalty,
addition to, or interest with respect thereto (but excluding any taxes on gains
or income).

      "TRANSFEROR" means, for any Closing under Article 7, any Person that is
selling, exchanging, assigning or otherwise transferring a license or lease as
a result of the transactions being consummated at that Closing, but only in that
capacity, and does not mean that Person in its capacity as an Acquiror (if
applicable) at that Closing.

      "UPDATE" -- see Section 4.1(b).

      "USE AND ACCESS AGREEMENT" -- see Section 4.2(a).

      10.2  OTHER DEFINITIONAL PROVISIONS.

      (a) All terms defined in this Agreement have the defined meanings when
used in any certificate, report or other documents made or delivered pursuant
hereto or thereto, unless the context otherwise requires.

      (b) Terms defined in the singular have a comparable meaning when used in
the plural, and vice versa.

      (c) As used herein, the neuter gender also denotes the masculine and
feminine, and the masculine gender also denotes the neuter and feminine, where
the context so permits.

      (d) The words "include," "including" and "or" mean without limitation by
reason of enumeration.

      11.   GENERAL.

      11.1  ARBITRATION.

      (a) If a party or a COM Entity that is a Transferor or Acquirer, or a
member of the Nextel Group that is a Transferor or Acquiror desires to initiate
arbitration in connection with a dispute under this Amendment then it will
initiate binding arbitration proceedings for the matter to be resolved finally
by arbitration under the Center for Public Resources Non-Administered
Arbitration Rules ("Arbitration Rules"), which Rules are deemed to be
incorporated by reference into this Section 11.1.

                                      -24-


      (b) The arbitrator will be chosen, and the proceedings conducted, in
general accordance with the Arbitration Rules; except that: (i) the parties to
the dispute will chose one arbitrator through a self-administered process of
striking names from a list of potential arbitrators and will not use the methods
provided for in the Arbitration Rules; (ii) the rules of evidence employed in
the federal courts at the time will apply; and (iii) discovery will be permitted
in accordance with the Federal Rules of Civil Procedure.

      (c) The place of the arbitration will be Chicago, Illinois.

      (d) If any provision of this Amendment provides that a Person can initiate
arbitration to resolve any matter in dispute, then no party, no COM Entity and
no member of the Nextel Group can initiate any legal proceeding relating to the
matter in dispute, but must proceed under this Section 11.1.

      11.2. PUBLIC ANNOUNCEMENTS. Except as required by Law, the exercise of
fiduciary duty or the policies or rates of any stock exchange (or the Nasdaq
National Market) on which the Company's securities are listed, the form and
content of all press releases or other public communications of any sort
relating to the subject matter of this Amendment, and the method of their
release, or publication thereof by any of the parties hereto or their respective
Affiliates, shall be subject to the prior approval of Investor and the Company,
which approval shall not be unreasonably withheld or delayed.

      11.3 NOTICES. All notices, demands, requests, certificates or other
communications under this Amendment shall be in writing and shall be deemed to
have been duly given when (i) hand delivered, (ii) sent by facsimile
transmission, (iii) one day after sent by commercial courier guaranteeing next
business day delivery or (iv) five days after posting in the United States mail
having been sent by registered or certified mail return receipt requested,
addressed as follows:

            (i)   if to the Company:

                  Nexiel Communications, Inc.
                  2001 Edmund Halley Drive
                  Reston, VA 20191
                  Attention: Marc Montagner
                  Facsimile: (703) 433-4306

                  with a copy to:

                  Nextel Communications, Inc.
                  2001 Edmund Halley Drive
                  Reston, VA 20191
                  Attention: Leonard J. Kennedy, General Counsel
                  Facsimile: (703) 433-4846

            (ii)  if to Investor or Individual:

                  Eagle River, Inc.
                  2300 Carillon Point

                                      -25-


                  Kirkland, WA 98033
                  Attention: Craig O. McCaw
                  Facsimile: (425) 828-8061

                  with a copy to:

                  Davis Wright Tremaine
                  1300 SW Fifth Avenue, Suite 2300
                  Portland, OR 97201-5682
                  Attention: Benjamin Wolff
                  Facsimile: (503) 778-5299

Any communication delivered after business hours or on a Saturday, Sunday or
legal holiday at the place designated in such delivery shall be deemed for
purposes of computing any time period hereunder to have been delivered on the
next business day.

      11.4 EXPENSES. Each party shall bear its own expenses, including the fees
and expenses of any attorneys, accountants, investment bankers, brokers, finders
or other intermediaries or other Persons engaged by it, incurred in connection
with this Amendment, its interpretation and any disputes or arbitrations under
this Amendment.

      11.5 BENEFITS; ASSIGNMENT. The provisions of this Amendment shall be
binding upon, and inure to the benefit of, the parties and their respective
successors and permitted assigns. Nothing in this Amendment, express or implied,
is intended to confer upon any Person other than the parties and their
respective successors and permitted assigns any rights, remedies or obligations
under or by reason of this Amendment. The Company may assign some or all of its
rights or obligations under this Amendment to any member of the Nextel Group.
Except as stated in the preceding sentence, no party to this Amendment may
assign its rights or obligations under this Amendment without the prior written
consent of the other parties.

      11.6 ENTIRE AGREEMENT; AMENDMENT AND WAIVER. This Amendment is the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, with
respect to the subject matter hereof and thereof including, without limitation;
the term sheet between the Company and FLUX Holdings, LLC regarding, among
other things the WorldCom WBS Spectrum (as defined therein). This Amendment may
not be amended, supplemented or otherwise modified except by an instrument in
writing signed by each of the parties hereto. No waiver by either party hereto
of any of the provisions hereof shall be effective unless explicitly set forth
in writing and executed by such party. Any waiver by a party of a breach of this
Amendment shall not operate or be construed as a waiver of any subsequent
breach.

      11.7 HEADINGS. The headings in this Amendment are for convenience only and
shall not affect the construction hereof.

      11.8 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE

                                      -26-


COMMONWEALTH OF VIRGINIA WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW
PRINCIPLES OF SUCH STATE.

      11.9 SEVERABILITY. In the event that any provision of this Amendment is
deemed invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

      11.10 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart.

                                      -27-


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered to be effective as of the day and year first above
written.

                                       NEXTEL COMMUNICATION, INC.

                                       By:     /s/ TIM DONOHUE
                                               _________________________________
                                       Name:   TIM DONOHUE
                                               _________________________________
                                       Title:  CEO
                                               _________________________________

                                       DIGITAL RADIO, L.L.C.

                                       By:     /s/ BRIAN MARCINEK
                                               ---------------------------------
                                       Name:   BRIAN MARCINEK
                                       Title:  VP Eagle River Investments LLC
                                               Its Manager

                                               /s/ CRAIG O. McCAW
                                       -----------------------------------------
                                       CRAIG O. McCAW, for his sole and separate
                                       estate

                                      -28-

                                                                   EXHIBIT 10.12

                              FLUX U.S. CORPORATION
                            AGREEMENT AND UNDERTAKING

      Agreement and Undertaking (the "Undertaking") is made as of this 13th day
of November, 2003, by Flux U.S. Corporation, a Delaware corporation (the
"Company"), in favor of Craig O. McCaw ("Individual").

                                    RECITALS

      A. Individual is a party to that certain Agreement dated as of March 5,
2003, as subsequently amended (the "March Agreement"), by and among Nextel
Communications, Inc., a Delaware corporation ("Nextel"), Digital Radio, L.L.C.,
a Washington limited liability company ("Investor"), and Individual, pursuant to
which any Controlled Affiliate (as defined in the March Agreement) of Individual
must offer certain rights to Nextel.

      B. Upon consummation of the transactions contemplated in that certain
Subscription Agreement, of even date herewith, by and between the Company and
Flux Fixed Wireless, LLC, a Washington limited liability company ("FFW"), the
Company will become a Controlled Affiliate of Individual for the purposes of the
March Agreement.

      C. As a condition to FFW entering into the Subscription Agreement, the
Company has agreed to enter into this Undertaking.

      NOW, THEREFORE, in consideration of the FFW entering into and performing
its obligations under the Subscription Agreement, the Company hereby agrees and
undertakes as follows:

      1. COMPLIANCE WITH MARCH AGREEMENT. The Company acknowledges and agrees
that it shall be subject to the terms and conditions of the March Agreement as a
Controlled Affiliate of Individual. Until this Undertaking is terminated in
accordance with Section 2 below, the Company shall take any and all actions
necessary to permit Individual to comply with the terms of the March Agreement,
including, without limitation, giving Nextel rights (a) until August 13, 2004 to
acquire any channels of owned or leased MMDS Spectrum (as defined in the March
Agreement) in excess of 6 channels owned or leased in a BTA (as defined in the
March Agreement); (2) to swap certain channels of owned or leased MMDS Spectrum;
and (3) a right of first refusal on a sale of owned or leased MMDS Spectrum to a
third party.

      2. TERMINATION. This Undertaking shall terminate on the first to occur of
(i) the Company failing to qualify as a Controlled Affiliate under the terms of
the March Agreement or (ii) the termination of the March Agreement.

      3. GOVERNING LAW. This Undertaking shall be enforced, governed and
construed in all respects in accordance with the laws of the State of
Washington. This Undertaking and the

                                       1



rights, powers and duties set forth herein shall be binding upon the Company,
the Company's successors and assigns and shall inure to the benefit of the
Company, its successors and assigns.

      IN WITNESS WHEREOF, the Company has executed this Undertaking, intending
to be bound hereby, as of the date first set forth above.

                                         THE COMPANY:

                                         FLUX U.S. CORPORATION

                                         Signature: /s/ R. Gerard Salemme
                                                   ____________________________
                                         Name:      R. Gerard Salemme
                                         Title:     Vice President

                                                                   EXHIBIT 10.25

                             SUBSCRIPTION AGREEMENT

     This Subscription Agreement (this "Agreement"), dated as of the 18th day of
August, 2006, by and between the undersigned subscriber ("Subscriber"), and
Clearwire Corporation, a Delaware corporation ("Clearwire" or the "Company"), is
being entered into in connection with the sale of shares of common stock by the
Company as described in that letter dated August 4, 2006 to Subscriber from the
Company (the "Offering"). The Company and Subscriber agree as follows:

     1. SUBSCRIPTION FOR SHARES; ADJUSTMENT. Subscriber agrees to subscribe for,
and the Company agrees to sell and issue to Subscriber, the number of shares of
the Class A Common Stock, par value $.0001 per share, of Clearwire set forth
above Subscriber's signature to this Agreement (the "Purchased Shares"), on the
terms and conditions set forth in this Agreement.

     Subscriber and the Company hereby agree that the Company shall have the
option to adjust the number of Purchased Shares to be sold to Subscriber based
on the total number of shares being sold in the Offering, but not below
Subscriber's pro-rata share of such shares being sold. The Company shall notify
Subscriber of the Subscriber's final share allocation in the Closing Notice (as
defined below). To the extent the number of Purchased Shares subscribed for by
Subscriber exceeds Subscriber's final share allocation set forth in the Closing
Notice, this Agreement shall automatically be amended to reduce the Purchased
Shares to the final share allocation. If Subscriber has elected to purchase
their full pro-rata share, then the number of Purchased Shares shall be
automatically adjusted to equal the final share allocation.

     2. SUBSCRIPTION PRICE. The undersigned acknowledges and agrees that the
purchase price for the Purchased Shares shall be $6.00 per share (the "Purchase
Price").

     3. PAYMENT OF PURCHASE PRICE. Subscriber agrees to pay the aggregate
Purchase Price for the Purchased Shares to Clearwire at the Closing. The
Purchase Price shall be paid in immediately available funds by wire transfer to
the Company in accordance with the wiring instructions provided by the Company
with the Closing Notice.

     4. CLOSING DATE. Subject to the satisfaction or waiver of the conditions
set forth in Section 5 and Section 6 herein, the closing of Subscriber's
purchase of the Purchased Shares (the "Closing") shall take place remotely via
the exchange of documents and signatures after the last of the conditions set
forth in Section 5 and Section 6 herein shall have been satisfied or waived,
other than those conditions that by their nature are to be satisfied at the
Closing (but subject to the fulfillment or waiver of those conditions at the
Closing), at such time and place as the Company shall designate in a written
notice delivered to Subscriber by the Company at least two (2) business days
prior to the Closing (the "Closing Notice").

     5. SUBSCRIBER CLOSING CONDITIONS. The obligation of Subscriber to purchase
the Purchased Shares at the Closing is subject to the fulfillment, to
Subscriber's satisfaction, of each of the following conditions:



          (a) the Company shall have delivered to Subscriber a stock certificate
representing the Purchased Shares, free and clear of all liens, registered in
Subscriber's name;

          (b) the Company shall have executed the joinder agreement, attached as
Exhibit A hereto (the "SA Joinder Agreement"), to that certain Amended and
Restated Stockholders Agreement, dated as of March 16, 2004, between Clearwire
and its stockholders (the "Stockholders Agreement");

          (c) the Company shall have executed the joinder agreement, attached as
Exhibit B hereto (the "RRA Joinder Agreement") to that certain Registration
Rights Agreement between Clearwire and certain of its stockholders, dated March
16, 2004 (the "Registration Rights Agreement" and together with this Agreement,
the Stockholders Agreement, the SA Joinder Agreement, and the RRA Joinder
Agreement, the "Transaction Agreements");

          (d) no litigation, arbitration, action, suit, proceeding, or
investigation (whether conducted by or before any judicial or regulatory body,
arbitrator, or other person) (collectively, "Litigation") questions the validity
of this Agreement or the other Transaction Agreements or the right of Clearwire
to enter into this Agreement or the other Transaction Agreements or to
consummate the transactions contemplated hereby or thereby; and

          (e) as of the Closing, all authorizations, approvals or permits of, or
filings with any governmental authority, including but not limited to state
securities or "Blue Sky" offices and the Federal Communications Commission
("FCC"), that are required by law in connection with the lawful sale and
issuance of the Purchased Shares to be made prior to the closing shall have been
duly obtained by the Company, and shall be effective as of the Closing.

     6. CLEARWIRE CLOSING CONDITIONS. The obligation of Clearwire to deliver the
Purchased Shares to Subscriber at the Closing, and the Subsequent Closing, if
any, is subject to the fulfillment, to the Company's satisfaction, of each of
the following conditions:

          (a) Subscriber shall have delivered to Clearwire the Purchase Price in
accordance with Section 3 herein;

          (b) Subscriber shall have delivered to Clearwire the Transaction
Agreements to which Subscriber is a party, each executed by Subscriber;

          (c) the representations and warranties made by Subscriber in Section 7
of this Agreement shall be true and correct in all material respects at and as
of the Closing as if made at and as of such time (except that the accuracy of
representations and warranties that by their terms speak as of the date of this
Agreement or some other date shall be determined as of such date);

          (d) no Litigation questions the validity of this Agreement or the
other Transaction Agreements or the right of Clearwire to enter into this
Agreement or the other Transaction Agreements or to consummate the transactions
contemplated hereby or thereby; and

          (e) as of the Closing, all authorizations, approvals or permits of, or
filings with, any governmental authority, including but not limited to state
securities or "Blue Sky" offices or the FCC, that are required by law in
connection with the lawful sale and issuance of


                                       2



the Purchased Shares to be made prior to the closing shall have been duly
obtained by the Company, and shall be effective as of the Closing.

     7. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and
warrants to the Company that the following statements are true and correct on
the date of this Agreement:

          (a) Subscriber is an "accredited investor" as that term is defined in
Rule 501 of Regulation D promulgated under the Securities Act of 1933, as
amended (the "Securities Act").

          (b) The Purchased Shares subscribed for (the "Securities") are being
acquired by Subscriber for investment purposes only, for Subscriber's own
account and not with the view to any resale or distribution thereof, and
Subscriber is not participating, directly or indirectly, in an underwriting of
such Securities, and will not take, or cause to be taken, any action that would
cause Subscriber to be deemed an "underwriter" of such Securities as defined in
Section 2(11) of the Securities Act.

          (c) Subscriber acknowledges that Subscriber has been offered an
opportunity to ask questions of, and receive answers from, Clearwire concerning
the Company and Subscriber's proposed purchase of the Securities, and that, to
Subscriber's knowledge, the Company has fully complied with any request for such
information.

          (d) Subscriber has been furnished Clearwire's Disclosure Memorandum,
dated ______________, 2006 (the "Disclosure Memorandum"), the exhibits thereto
and any other documents which may have been made available upon request
(collectively, the "Offering Documents"). Subscriber has carefully read the
Offering Documents and understands and has evaluated the risks of a purchase of
Securities, including the risks set forth in the Offering Documents under "Risk
Factors".

          (e) Subscriber has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Securities, is able to bear such risks, and has obtained, in
Subscriber's judgment, sufficient information from the Company to evaluate the
merits and risks of an investment in the Securities. Subscriber has evaluated
the risks of investing in the Company and has determined that the Securities are
a suitable investment for Subscriber.

          (f) Subscriber has full power and authority to enter into this
Agreement and to perform its obligations hereunder.

          (g) To Subscriber's knowledge, neither the Company nor any person
acting on the Company's behalf has offered, offered to sell, offered for sale or
sold the Purchased Shares to Subscriber by means of any form of general
solicitation or general advertising.

          (h) The execution, delivery and performance by Subscriber of this
Agreement and the other Transaction Agreements are within Subscriber's powers,
have been duly authorized, will not constitute or result in a breach or default
under or conflict with any law, judgment, order, ruling or regulation of any
court or other tribunal or of any governmental


                                       3


commission or agency, or any agreement or other undertaking, to which Subscriber
is a party or by which Subscriber is bound, and will not violate any provisions
of the incorporation papers, bylaws, or stockholders agreement, as may be
applicable, of Subscriber. The signature of Subscriber on the Transaction
Agreements to which Subscriber is, or will be, at the time of execution, be,
genuine, and the Transaction Agreements to which Subscriber is, or will be a
party, will when executed by Subscriber, constitute legal, valid and binding
obligations of Subscriber, enforceable in accordance with their respective
terms.

          (i) Subscriber is not relying on the Company with respect to tax and
other investment advice in connection with its decision to purchase the
Purchased Shares. Subscriber acknowledges that Subscriber has been advised by
the Company to consult with its tax or financial consultants prior to entering
into this Agreement.

          (j) Subscriber acknowledges that the Company of offering Class B
Common Stock to certain new investors, but that such shares would, if purchased
by Subscriber, automatically convert to Class A Common Stock under the Company's
Restated Certificate of Incorporation, and waives any claim to receive Class B
Common Stock in this offering.

          (k) Subscriber acknowledges the Company has negotiated definitive,
binding agreements for the sale of Company shares to certain new investors, and
that such sales may be consummated before its subscription is accepted, and
Subscriber hereby waives any claim that the offering of the Purchased Shares did
not comply as to form with the obligations of the Company under any agreement
granting preemptive rights to the Subscriber.

          None of the representations and warranties contained in this Section
7, nor any other due diligence investigation conducted by Subscriber or on its
behalf shall in any way affect the right of Subscriber to rely fully on the
representations and warranties of the Company in this Agreement.

     8. REPRESENTATIONS AND WARRANTIES OF CLEARWIRE. Clearwire represents and
warrants to Subscriber that, except as set forth on the Schedules attached to
this Agreement, each of which shall be deemed to be an exception to or exclusion
from only the particular representation and warranty against which it is listed
(unless it is readily apparent from a reading of the disclosure that such
disclosure is applicable to other representations and warranties), whether or
not the listed representation and warranty includes a reference to such
Schedule, and which exceptions (and all other disclosures) set forth in the
Schedules shall be deemed to be representations and warranties of Clearwire, the
following statements are true and correct on the date of this Agreement. Any
reference to the knowledge of any person shall mean the actual knowledge,
information and belief of such person after making reasonable inquiry of such
person's co-Chief Executive Officers, co-Presidents, Chief Operating Officer,
Chief Financial Officer. For each of these executives, reasonable inquiry shall
mean checking with their respective direct reports and other persons whom, by
the nature of the normal duties of their position, would reasonably be expected
to know. In addition, for purposes of these representations and warranties, the
term "the Company" shall include any entity in which Clearwire owns, directly or
indirectly, more than 50% of the outstanding equity interests and which has
assets of $10,000,000 or more, including, without limitation, the following:
Clearwire International LLC, Clearwire US, LLC, Fixed Wireless Holdings, LLC,
and Clearwire Spectrum


                                        4



Holdings LLC (the "Subsidiaries"), but shall specifically exclude in all
instances NextNet Wireless, Inc. The term "Clearwire" shall mean Clearwire
Corporation (excluding its Subsidiaries).

          (a) The execution, delivery and performance by Clearwire of this
Agreement, the other Transaction Agreements to which it is a party, are within
Clearwire's powers, have been duly authorized, will not, as applicable, give
rise to any right of termination, cancellation or acceleration, or require any
consent or approval under, or constitute or result in a breach or default of, or
conflict with any law, judgment, order, ruling or regulation of any court or
other tribunal or any governmental commission or agency, or any agreement or
other undertaking to which Clearwire is a party or by which Clearwire is bound,
will not violate or result in a breach of any provision of, constitute a default
under, accelerate or terminate any performance required by, or require a consent
or waiver under, any provisions of the Certificate of Incorporation, Bylaws, or
Stockholders Agreement of Clearwire, and will not result in the creation of any
lien, charge, claim or encumbrance on the Company's assets or property. The
signature of Clearwire on the Transaction Agreements is, or will, at the time of
execution be, genuine, and the Transaction Agreements constitute legal, valid
and binding obligations of Clearwire enforceable in accordance with their
respective terms. The Company is not in violation of any term of its (i)
Certificate of Incorporation or Bylaws or other organizational document or (ii)
of any law, statute, regulation, rule, ordinance, consent decree, settlement
agreement or governmental requirement, except, in the case of clause (ii), to
the extent that any such violation or non-compliance would not, individually or
in the aggregate, have a material adverse effect on Clearwire.

          (b) The Company is duly incorporated or organized, as applicable, and
validly existing under the laws of the jurisdiction of its incorporation or
formation, as applicable, and is in good standing under such laws. The Company
is duly qualified to transact business and is in good standing in each
jurisdiction in which the failure to so qualify would have a material adverse
effect on the Company. The Company has full power and authority:

               (i)  to own its properties and assets;

               (ii) to carry on its business as presently conducted; and

               (iii) to enter into the Transaction Agreements and to perform its
                    obligations thereunder, including the issuance, sale and
                    delivery of the Purchased Shares.

          (c) Clearwire does not own or control, directly or indirectly, any
Subsidiaries other than those listed in Schedule 8(c) attached hereto, and the
shares of the capital stock or membership interests, as applicable, of the
Subsidiaries owned by Clearwire (which are reflected on Schedule 8(c)) are duly
authorized, validly issued, fully paid, and non-assessable, and free and clear
of all liens, charges, claims and encumbrances imposed by or through such
Subsidiaries, except as otherwise provided in Schedule 8(c). All of the
outstanding shares of the capital stock or membership interests, as applicable,
of the Subsidiaries, were offered, issued and sold in compliance in all material
respects with all applicable federal and state securities laws.


                                        5



          (d) The authorized capital stock of Clearwire and the shares of
capital stock of Clearwire issued and outstanding as of the date of this
Agreement are as set forth on Schedule 8(d) attached hereto. Upon the filing of
the Company's Third Amended and Restated Certificate of Incorporation, the form
of which is attached hereto as Exhibit C (the "Restated Charter"). The
authorized capital stock of Clearwire will be as set forth in the Restated
Charter. All of the outstanding shares of the capital stock of Clearwire are
duly authorized, validly issued, fully paid, and non-assessable, and free and
clear of all liens, charges, claims and encumbrances imposed by or through
Clearwire. The Purchased Shares, when issued, sold and delivered in accordance
with the terms and for the consideration set forth in this Agreement, will be
duly authorized, validly issued, fully paid, and non-assessable, and free and
clear of all liens, charges, claims and encumbrances imposed by or through
Clearwire. Additionally, the Purchased Shares are free of restrictions on
transfer other than restrictions on transfer under this Agreement and the other
Transaction Agreements and under applicable state and federal securities laws.
The outstanding securities of Clearwire are owned by the stockholders specified
in Schedule 8(d) attached hereto.

          (e) Other than as disclosed in Schedule 8(e) attached hereto, the
Company does not have, is not bound by, and has no obligation to grant or enter
into, any outstanding subscriptions, options, warrants, rights (including
without limitation conversion or pre-emptive rights), calls, commitments, or
agreements of any character calling for it to issue, deliver, or sell, or cause
to be issued, delivered, or sold, any shares or any other equity securities or
equity securities convertible into, exchangeable for, or representing the right
to subscribe for, purchase, or otherwise acquire any shares or any other equity
securities in the capital of the Company. Other than as set forth in Schedule
8(e) attached hereto, the issuance and sale of the Purchased Shares will not
result in the issuance of any additional shares of capital stock of Clearwire or
the triggering of any other anti-dilution or similar rights contained in any
options, warrants, debentures or other securities agreements or commitments of
Clearwire. Other than the Stockholders Agreement and as disclosed in Schedule
8(e) attached hereto, the Company is not a party or subject to any agreement or
understanding, and, to the Company's knowledge, there is no agreement or
understanding between any persons and/or entities, which affects or relates to
the voting or giving of written consents with respect to any security or by a
director of the Company.

          (f) Other than as disclosed in Schedule 8(f) attached hereto, the
Company:

               (i)  has no outstanding obligations, contractual or otherwise, to
                    repurchase, redeem, or otherwise acquire any shares or other
                    equity securities in the capital of the Company; and

               (ii) is not a party to or bound by any agreement or instrument
                    under which any person has the right to require it to
                    effect, or to include any securities held by such person in,
                    any registration under any securities legislation or to
                    distribute any such securities to the public.

          (g) All of the outstanding shares of capital stock of Clearwire were
offered, issued, and sold in compliance in all material respects with all
applicable federal and state


                                        6


securities laws. Assuming the accuracy of the representations of Subscriber in
Section 7 herein, upon the closing of the transactions contemplated hereby, the
Purchased Shares will have been offered, issued and sold in compliance with all
applicable federal, state and provincial securities laws. Neither Clearwire nor
any person or entity acting on its behalf has taken or will take any action that
would subject the offering, sale or issuance of the Purchased Shares to the
registration requirements of the Securities Act.

          (h) Except (i) as disclosed in Schedule 8(h) attached hereto, and (ii)
any filings required under the HSR Act, no consent, approval, authorization,
declaration, filing, or registration with any governmental authority, regulatory
authority or other party is required to be made or obtained by Clearwire in
connection with:

               (i)  the execution and delivery of any of the Transaction
                    Agreements; or

               (ii) the performance by the Company of its obligations under the
                    Transaction Agreements.

          (i) No Litigation is pending or, to the knowledge of the Company,
currently threatened or contemplated, against the Company that would, if
determined adversely, reasonably be expected to have a material adverse effect
on the business, condition, affairs, operations, properties, or assets of the
Company. The Company is not a party or subject to the provisions of any order,
writ, injunction, judgment or decree of any court or government agency or
instrumentality and no such order, writ, injunction, judgment or decree
questions the validity of this Agreement or the other Transaction Agreements or
the right of Clearwire to enter into this Agreement or the other Transaction
Agreements or to consummate the transactions contemplated hereby or thereby.
There is no action, suit, proceeding or investigation by the Company currently
pending or that the Company currently intends to initiate.

          (j) The Company has delivered to Subscriber its audited financial
statements (balance sheet and income statement, statement of shareholders'
equity and statement of cash flows) as of December 31, 2003, December 31, 2004
and December 31, 2005 for the fiscal years then ended and unaudited financial
statements (balance sheet and income statement) as of March 31, 2006 for the
three months then ended (the "Financial Statements"). The Financial Statements
(i) are in accordance with the books and records of the Company (which are true
and complete in all material respects), and (ii) have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods indicated, except that the unaudited Financial
Statements do not contain all footnotes and other disclosures required by
generally accepted accounting principles. The Financial Statements fairly
present in all material respects the financial condition and operating results
of the Company as of the dates, and for the periods, indicated therein, subject
to normal audit adjustments with respect to the March 31, 2006 Financial
Statements. Except as set forth in the Financial Statements or on Schedule 8(l),
the Company has no material liabilities, contingent or otherwise, other than (i)
liabilities incurred in the ordinary course of business subsequent to December
31, 2005, and (ii) obligations under contracts and commitments incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the Financial Statements, which, in


                                        7


both cases, individually or in the aggregate, are not material to the financial
condition or operating results of the Company.

          (k) To the knowledge of the Company, the Company has all franchises,
permits, licenses, and any similar authority necessary for the conduct of its
business as now being conducted by it, all of such franchises, permits, licenses
and any similar authority is valid and in full force and effect, and the Company
believes it can obtain, without undue burden or expense, any similar authority
for the conduct of its business as planned to be conducted. To the knowledge of
the Company, the Company is not in default in any respect under any of such
franchises, permits, licenses or other similar authority.

          (l) Except as set forth on Schedule 8(l) attached hereto, since
December 31, 2005, there has not been:

               (i)  any material change in the assets, liabilities, financial
                    condition or operating results of the Company from that
                    reflected in the Financial Statements;

               (ii) any material damage, destruction or loss, whether or not
                    covered by insurance;

               (iii) any waiver, compromise or default by the Company of a
                    valuable right or of a material debt or obligation owed to
                    it;

               (iv) any satisfaction or discharge of any lien, charge, claim or
                    encumbrance or payment of any obligation by the Company,
                    except in the ordinary course of business and that is not
                    material to the assets, properties, financial condition,
                    operating results or business of the Company;

               (v)  any transfer of or granting of any security interest in or
                    any exclusive license with respect to any material asset of
                    the Company; or

               (vi) any material agreement or commitment by the Company to do
                    any of the things described in this Section 8(l).

          (m) To the Company's knowledge, the Company is not in material
violation of any applicable statute, law or regulation relating to the
environment or occupational health and safety, and no material expenditures are
or will be required in order to comply with any such existing statute, law or
regulation.

          (n) Except as disclosed in Schedule 8(n) attached hereto and for
rights granted under the Registration Rights Agreement, the Company has not
granted or agreed to grant any registration rights, including without limitation
any piggyback or demand rights, to any person or entity.


                                        8



          (o) Except as set forth in Schedule 8(o) attached hereto, the Company
is not bound by or subject to (and none of its assets or properties is bound by
or subject to) any written or oral, express or implied, contract, commitment or
arrangement with any labor union, and no labor union has requested or, to the
Company's knowledge, has sought to represent any of the employees,
representatives or agents of the Company. There is no strike or other labor
dispute involving the Company pending, or to the Company's knowledge,
threatened, nor is the Company aware of any labor organization activity
involving its employees. To the Company's knowledge, the Company has complied in
all material respects with all applicable state and federal equal employment
opportunity and other laws related to employment.

     9. Antidilution Rights.

          (a) Grant of Antidilution Rights. Subject to Section 9(d), any time
after the date of this Agreement that the Company sells or issues or agrees to
sell or issue (or is deemed to do so under Section 9(e)) Dilutive Shares (as
defined below) to any Person for no consideration or consideration per share
that is less than the Trigger Price (as defined below) in effect immediately
prior to such issuance or sale (each, a "Dilutive Issuance"), the Company shall
concurrently issue to Subscriber for no consideration a number of shares of
Class A Common Stock ("Class A Shares") equal to (i) Subscriber's Adjusted
Shares (as defined below) less (ii) Subscriber's Original Shares (as defined
below) (the "Antidilution Shares"). No fractional Class A Shares shall be
issued pursuant to this Section 9(a). The number of Class A Shares issued shall
be rounded to the nearest integral number of whole Class A Shares. For the
purposes of this Section 9, whenever Dilutive Shares are issued for a
consideration other than cash, either in whole or in part, the fair market value
of the Dilutive Shares issued shall be as established by resolution of the
Company's Board of Directors.

          (b) Definitions. For the purposes of this Section 9, for each Dilutive
Issuance, the following terms shall have the following meanings:

               (i)  "Adjusted Shares" means the number of Class A Shares equal
                    to the product of (x) Subscriber's Original Shares,
                    multiplied by (y) the quotient of (1) the Trigger Price in
                    effect immediately prior to a Dilutive Issuance, divided by
                    (2) the Trigger Price in effect immediately after such
                    Dilutive Issuance.

               (ii) "Common Shares" means Class A Shares, shares of Class B
                    common stock or any other class of common stock of the
                    Company.

               (iii) "Convertible Securities" means any evidences of
                    indebtedness, shares or other securities directly or
                    indirectly convertible into or exchangeable for Common
                    Shares, but excluding Options.


                                        9


               (iv) "Dilutive Shares" means Common Shares, Options and
                    Convertible Securities issued or deemed issued under Section
                    9(e) of this Agreement after the date of this Agreement
                    other than:

                    (1)  Common Shares issued pursuant to Article IV, Section
                         2(d) of the Company's Certificate of Incorporation;

                    (2)  (A) Common Shares outstanding on the date of this
                         Agreement, (B) Convertible Securities or Options
                         outstanding on the date of this Agreement (and the
                         Common Shares issued upon conversion, exchange or
                         exercise of such Convertible Securities or Options),
                         and (C) Common Shares (and/or Convertible Securities
                         and Options, and the Common Shares issuable upon
                         conversion, exchange or exercise of such Convertible
                         Securities or Options) issued pursuant to agreements in
                         effect or other commitments or offers outstanding on
                         the date of this Agreement that (1) relate to the
                         acquisition of spectrum rights or related assets by the
                         Company and/or affiliates of the Company, or (2) are
                         otherwise set forth in the Schedules attached to this
                         Agreement;

                    (3)  Common Shares (and/or Convertible Securities and/or
                         Options, and the Common Shares issuable upon
                         conversion, exchange or exercise of such Convertible
                         Securities or Options) issued to employees,
                         consultants, directors, vendors, lessors or others with
                         whom the Company conducts business, provided that such
                         shares, options, warrants or other rights are issued
                         pursuant to a stock option plan or restricted stock
                         plan approved by the Company's Board of Directors and
                         solely for compensation purposes;

                    (4)  Shares actually issued upon exercise of any currently
                         outstanding Options or conversion or exchange of any
                         currently existing Convertible Securities or Options or
                         Convertible Securities issued after the date of this
                         Agreement in accordance with this clause (iv); and/or

                    (5)  Shares (and/or Convertible Securities and Options, and
                         the Shares issuable upon conversion, exchange or
                         exercise of such Convertible Securities or Options)
                         issued in connection with any stock split, stock
                         dividend, reverse stock split, recapitalization,
                         reorganization or other distribution of Shares (each, a
                         "Recapitalization Event") that does not affect the
                         relative economic interests or rights of holders of
                         Shares.


                                       10



               (v)  "Options" means rights, options or warrants to subscribe
                    for, purchase or otherwise acquire directly or indirectly
                    Common Shares or Convertible Securities.

               (vi) "Original Shares" means (x) with respect to the first
                    Dilutive Issuance, the total number of Class A Shares
                    acquired by Subscriber pursuant to this Agreement (as
                    adjusted for any Recapitalization Event) and (y) with
                    respect to each Dilutive Issuance thereafter, the total
                    number of Adjusted Shares immediately prior to such Dilutive
                    Issuance (as adjusted for any Recapitalization Event). For
                    the avoidance of doubt, any Shares acquired by Subscriber or
                    a Subscriber Affiliate from either the Company or any other
                    stockholder of Clearwire other than pursuant to this
                    Agreement shall in no event be included in the number of
                    Original Shares under this Section 9.

               (vii) "Person" means any individual, corporation, partnership,
                    company, trust or other entity.

               (viii) "Trigger Price" shall initially mean $6.00 per share (as
                    subsequently adjusted for any Recapitalization Event, the
                    "Original Issue Price"). In connection with each Dilutive
                    Issuance, the Trigger Price shall be adjusted downwards to
                    equal the lowest price per Dilutive Share paid for the
                    Dilutive Shares issued or sold in such Dilutive Issuance.
                    The Trigger Price shall also be proportionately adjusted
                    from time to time for any Recapitalization Event pursuant to
                    which securities of the Company are issued with respect to
                    the Original Shares and/or Adjusted Shares. Notwithstanding
                    the foregoing, in no event shall the Trigger Price be
                    adjusted downwards to an amount less than $5.00 per share
                    (as adjusted for any Recapitalization Event).

          (c) Covenant Regarding Antidilution Shares. The Company hereby
represents, warrants and covenants that (i) as a condition precedent to the
issuance or sale of any Dilutive Shares in a Dilutive Issuance, the Company
shall have reserved at the time of such Dilutive Issuance out of its authorized
but unissued capital stock sufficient Class A Shares to enable the Company to
issue all of the applicable Antidilution Shares pursuant to this Section 9, and
(ii) all Antidilution Shares issued pursuant to this Section 9 shall, upon
issuance for no additional consideration, be duly authorized, validly issued,
fully paid and nonassessable.

          (d) Termination of Antidilution Rights. The rights granted under this
Section 9 shall terminate immediately after the first to occur of the following:
(i) the date which is nine (9) months following the date of this Agreement or
(ii) the closing of the Company's initial public offering, defined as an
underwritten public offering of equity securities in which the Company raises an
aggregate of not less than US$400,000,000 in cash.


                                       11



          (e) Deemed Issuances of Shares. In the case of any issuance (whether
on or after the date of this Agreement) by the Company of any Convertible
Securities or Options, the following provisions shall apply for all purposes of
this Section 9:

               (i)  For any Convertible Securities issued (other than pursuant
                    to the exercise of Options) after the date of this
                    Agreement, the aggregate maximum number of Common Shares
                    deliverable upon conversion or exercise of or in exchange
                    for any such Convertible Securities shall be deemed to have
                    been issued at the time such Convertible Securities were
                    issued and for a consideration equal to the consideration,
                    if any, received by the Company upon the issuance of such
                    Convertible Securities plus the minimum additional
                    consideration, if any, to be paid under the terms of such
                    Convertible Security upon conversion, exercise or exchange
                    of such Convertible Securities into the Common Shares
                    covered thereby.

               (ii) For any Options issued, the aggregate maximum number of
                    Shares deliverable upon exercise of the Options, or, in the
                    case of Options for Convertible Securities, the conversion,
                    exercise or exchange of such Convertible Securities, shall
                    be deemed to have been issued at the time such Options were
                    issued for a consideration equal to the consideration, if
                    any, received by the Company for such Options, plus the
                    minimum exercise price provided in such Options for the
                    Common Shares or Convertible Securities covered thereby,
                    and, in the case of Options for Convertible Securities, plus
                    the amount of additional consideration, if any, to be paid
                    upon the conversion, exercise or exchange of such
                    Convertible Securities.

     10. RESTRICTED SECURITIES. Subscriber understands that the Securities have
not been, and will not be, registered under the Securities Act, by reason of a
specific exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the investment intent
and the accuracy of Subscriber's representations as expressed herein. Subscriber
understands that the Securities are "restricted securities" under the Securities
Act, inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such Securities may be resold without registration under the Securities Act,
only in certain limited circumstances and Subscriber agrees not to transfer the
Securities unless the transfer of the Securities is made: (i) pursuant to an
effective registration statement under the Securities Act; (ii) to the Company;
(iii) outside the United States in accordance with Rule 904 of Regulation S
under the Securities Act and in compliance with local laws; or (iv) within the
United States (A) in accordance with the exemption from registration under the
Securities Act provided by Rule 144 thereunder, if available, and in compliance
with any applicable state securities laws, and Subscriber shall be required to
furnish to the Company an opinion to such effect from counsel of recognized
standing reasonably satisfactory to the Company prior to such offer, sale or
transfer or (B) in a transaction that does not require registration under the
Securities Act or applicable state securities laws, and Subscriber shall be
required to furnish to the Company an opinion to such


                                       12


effect from counsel of recognized standing reasonably satisfactory to the
Company prior to such offer, sale or transfer. Subscriber acknowledges that the
Company has no obligation to register or qualify the Securities for resale
except as set forth in the Registration Rights Agreement and that the Company is
required to refuse to register any transfer not made in accordance with the
provisions of this Section 10. Subscriber further acknowledges that if an
exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of
sale, the holding period for the Securities, and on requirements relating to the
Company which are outside of Subscriber's control, and which the Company is
under no obligation and may not be able to satisfy. Subscriber also acknowledges
that the certificates representing the Securities shall bear the restrictive
legends required under applicable federal and state securities laws and the
Stockholders Agreement. The provisions of this Section 10 shall survive the
Closing.

     11. STOCKHOLDERS AGREEMENT. Subscriber and Clearwire acknowledge and agree
that the Purchased Shares shall be subject to all of the terms of the
Transaction Agreements, including, among other provisions, the restrictions on
transfer and confidentiality obligations set forth therein. Subscriber further
agrees, at the Closing, to sign the SA Joinder Agreement and to become bound by
the terms and conditions of the Transaction Agreements.

     12. REGISTRATION RIGHTS AGREEMENT. At the Closing, Subscriber shall become
a party to the Registration Rights Agreement, by executing and delivering the
RRA Joinder Agreement.

     13. SURVIVAL OF WARRANTIES. Except as otherwise provided herein, the
representations and warranties of the Company and Subscriber contained in or
made pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the Closing for a period of one (1) year following the Closing.
Notwithstanding the foregoing, nothing in this Section 13 shall be construed to
extend the representations, warranties and covenants contained herein beyond the
period set forth in the applicable statute of limitations.

     14. INDEMNITY. Subscriber and Clearwire will indemnify and hold each other,
as well as their respective officers, directors, stockholders, agents, attorneys
and affiliates (the "Indemnified Parties") harmless from and against, and will
reimburse the Indemnified Parties for, any and all losses, damages, debts,
liabilities, obligations, judgments, orders, awards, writs, injunctions,
decrees, fines, penalties, taxes, costs or expenses (including but not limited
to any legal and accounting fees and expenses) ("Losses") arising out of or
based upon any false representation or warranty or breach or failure by
Subscriber or Clearwire, as the case may be, to comply with any covenant or
agreement made by Subscriber or Clearwire, as the case may be, in this
Agreement or in any other document furnished by Subscriber or Clearwire, as the
case may be, to the other in connection with this Agreement (other than the
other Transaction Agreements, which shall be subject to any indemnification or
other remedy provisions contained therein).

     15. REVOCABILITY. Subscriber and Clearwire understand and agree that this
Agreement may be canceled, terminated, or revoked only by the mutual written
consent of Subscriber and Clearwire. Notwithstanding the foregoing, however,
this Agreement may be terminated by either Subscriber or Clearwire if the
Closing shall not have occurred on or before December 31, 2006, provided that
the failure to close on or before such date is not the fault of the terminating
party.


                                       13



     16. NOTICE. Any notices or other communications in connection herewith
shall be sufficiently given if sent by registered or certified mail, postage
prepaid, or by facsimile transmission, and:

               (i)  if to the Company, at

                    Clearwire Corporation
                    5808 Lake Washington Blvd. NE, Suite 300
                    Kirkland, WA 98033
                    Facsimile No: 425-216-7900
                    Attn: Broady Hodder, General Counsel

                    With a copy to:

                    Davis Wright Tremaine LLP
                    2600 Century Square
                    1501 Fourth Avenue
                    Seattle, WA 98121
                    Facsimile No: 206-628-7699
                    Attn: Julie A. Weston, Esq.

               (ii) if to Subscriber, at the address listed on the signature
                    page hereto.

or at such other address as either Subscriber or the Company shall designate to
the other by notice in writing.

     17. ASSIGNABILITY; SUCCESSORS AND ASSIGNS. Neither party may assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of the other party. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

     18. AMENDMENTS AND WAIVERS. The Company may amend this Agreement with the
written consent of the holders of at least a majority of the aggregate number of
shares of Class A Common Stock issued and issuable in connection with this
Agreement and other subscription agreements of even date ("Offered Shares"). The
holders of at least a majority in aggregate principal amount of the Offered
Shares may waive compliance in a particular instance by the Company with any
provision of this Agreement. Any amendment or waiver of this Agreement made in
conformity with the provisions of this Section 19 shall be binding on all
holders of the Offered Shares.

     19. ENTIRE AGREEMENT. This Agreement, the other Transaction Agreements and
the documents referred to herein and therein constitute the entire agreement
among the parties with respect to the subject matter hereof and thereof and no
party shall be liable or bound to any other party in any manner by any
warranties, representations, covenants or agreements except as specifically set
forth herein or therein.


                                       14



     20. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the state of Delaware and, to the extent it involves
any United States statute, in accordance with the laws of the United States.

     21. FINDERS' FEES. Except as provided otherwise in Schedule 22 attached
hereto, each party represents that it neither is nor will be obligated for any
finders' fees or commissions in connection with this Agreement or the
transactions contemplated hereby. Subscriber agrees to indemnify and to hold
harmless the Company from any liability for any commission or compensation in
the nature of finders' fees (and the costs and expenses (including legal, travel
and out-of-pocket expenses) of defending against such liability or asserted
liability) for which Subscriber or any of its officers, directors, employees, or
representatives is responsible. The Company agrees to indemnify and hold
harmless Subscriber from any liability for any commission or compensation in the
nature of a finders' fee (and the costs and expenses (including legal, travel
and out-of-pocket expenses) of defending against such liability or asserted
liability) for which the Company or any of its officers, employees or
representatives is responsible.

     22. SEVERABILITY. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.

     23. FEES AND EXPENSES. Except as otherwise expressly provided for in this
Agreement, the Company, on the one hand, and Subscriber, on the other hand,
shall each pay all of its own expenses incurred in connection with the
transactions contemplated by this Agreement, including any and all legal,
accounting, investment banking and consulting fees and expenses incurred in
negotiating, executing and delivering this Agreement and the other agreements,
exhibits, schedules, documents and instruments contemplated by this Agreement.

     24. CURRENCY. All dollar amounts referred to in this Agreement, including
the symbol "$", refer to lawful money of the United States of America.

     25. COUNTERPARTS. This Agreement may be executed in two (2) or more
original or facsimile counterparts all of which together shall constitute one
and the same instrument.

     26. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are
inserted for convenience of reference only and do not constitute a part of and
shall not be utilized in interpreting this Agreement.

     27. DELAYS OR OMISSIONS. No failure to exercise or delay in the exercise of
any right, power or remedy accruing to Subscriber upon any breach or default of
the Company under this Agreement shall impair any such right, power or remedy of
Subscriber nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring.

              [Remainder of this page is intentionally left blank.]


                                       15


                            SUBSCRIBER SIGNATURE PAGE

The undersigned Subscriber hereby agrees to purchase the following number of
shares of Clearwire's Class A Common Stock, on the terms and conditions set
forth in the Agreement (check one):

     [ ]  Subscriber's full pro-rata share of the total Shares subscribed; or

     [ ]  exactly ___________ shares, but not more than the subscribed pro rata
          share of the total Shares subscribed in the offering.

The undersigned Subscriber hereby represents and warrants that it is the
beneficial owner of ___________ Shares of Class A Common Stock and/or
___________ warrants exercisable for Class A Common Stock of the Company.

IN WITNESS WHEREOF, Subscriber has caused this Agreement to be duly executed as
of the date first written above.

                                        SUBSCRIBER:

                                        ----------------------------------------
                                        Print Name of Subscriber


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Address:
                                                 -------------------------------

                                        ----------------------------------------

                                        ----------------------------------------


                                       16



                             COMPANY SIGNATURE PAGE

IN WITNESS WHEREOF, Clearwire Corporation has caused this Agreement to be duly
executed as of the date first written above.

                                        CLEARWIRE CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                       EXHIBIT A TO SUBSCRIPTION AGREEMENT

                        JOINDER TO STOCKHOLDERS AGREEMENT

                                   (attached)


                        JOINDER IN STOCKHOLDERS AGREEMENT

     This Joinder in Stockholders Agreement ("Joinder") is made and entered into
this ____ day of ________, 2006, by and between Clearwire Corporation, a
Delaware corporation (the "Company"), and the party whose signature appears
below (the "Joining Party").

                                    RECITALS:

WHEREAS, the Joining Party has acquired or intends to acquire shares of capital
stock of the Company; and

WHEREAS, pursuant to Section 13.09 of that certain Amended and Restated
Stockholders Agreement, between the Company and its stockholders, dated as of
March 16, 2004 (the "Stockholders Agreement"), the Joining Party may become a
party to the Stockholders Agreement by execution of an instrument such as this
Joinder.

NOW, THEREFORE, the Joining Party agrees as follows:

1.   JOINDER

     By execution of this Joinder by the Joining Party and acceptance hereof by
the Company, the Joining Party is and agrees to become a party to, subject to
all the conditions, restrictions, obligations and duties of a Stockholder of
the Company under the Stockholders Agreement, including the restrictions on
transfer of the shares acquired from the Company and the requirement that the
Joining Party vote its shares in accordance with the terms thereof.

2.   AGREEMENT TO BE BOUND BY AGREEMENT

     This Joinder shall in all respects, including all matters of construction,
validity and performance, be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without reference to any
rules governing conflicts of laws.

3.   COUNTERPARTS

     This Joinder may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.

COMPANY:                                JOINING PARTY:


By:                                     By:
    ---------------------------------       ------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------


                                        1



                       EXHIBIT B TO SUBSCRIPTION AGREEMENT

                    JOINDER TO REGISTRATION RIGHTS AGREEMENT

                                   (attached)



                                     JOINDER

     In consideration of the permitted issuance, sale, pledge, or other transfer
to the undersigned of Registrable Securities in the Company, the undersigned
hereby consents and agrees to become a party to and be bound by the Registration
Rights Agreement dated as of the 16th day of March, 2004, as amended, receipt
of a copy of which is hereby acknowledged, as fully as if the undersigned were
one of its original parties, and all of the Registrable Securities owned by the
undersigned will be held in accordance with and restricted by the terms of such
Registration Rights Agreement.

     Dated: _________________________

                   Name of Stockholder:
                                        ----------------------------------------
                   Sign Name:
                                        ----------------------------------------
                   Print Name:
                                        ----------------------------------------
                   Address:
                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------
                   SSN/EIN:
                                        ----------------------------------------

          Approved by the Company:

                             COMPANY:   CLEARWIRE CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                                --------------------------------
                                        Dated:
                                               ---------------------------------


                                        1



                       EXHIBIT C TO SUBSCRIPTION AGREEMENT

            THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                   (attached)


                                                                     EXHIBIT 3.1

                                                                          PAGE 1


                                    Delaware

                                 The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "CLEARWIRE CORPORATION", FILED IN THIS OFFICE ON THE
TWENTY-EIGHTH DAY OF AUGUST, A.D. 2006, AT 11:04 O'CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.


               (SEAL)                  /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

3720220 8100                                             AUTHENTICATION: 5002509

060798461                                                         DATE: 08-28-06



                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 11:08 AM 08/28/2006
                                                      FILED 11:04 AM 08/28/206
                                                   SRV 060798461 - 3720220 FILE

                           THIRD AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              CLEARWIRE CORPORATION

     CLEARWIRE CORPORATION, a corporation organized and existing under the laws
of the State of Delaware (the "Corporation") hereby certifies that:

     1. The name of the Corporation is Clearwire Corporation. The Corporation
was originally incorporated under the name Flux U.S. Corporation.

     2. The date of filing of the Corporation's original Certificate of
Incorporation was October 27, 2003.

     3. The Third Amended and Restated Certificate of Incorporation of the
Corporation as provided in Exhibit A hereto was duly adopted in accordance with
the provisions of Section 242 and Section 245 of the General Corporation Law of
the State of Delaware by the Board of Directors of the Corporation.

     4. Pursuant to Section 245 of the Delaware General Corporation Law,
approval of the stockholders of the Corporation has been obtained.

     5. The Third Amended and Restated Certificate of Incorporation so adopted
reads in full as set forth in Exhibit A attached hereto and is hereby
incorporated by reference.

     IN WITNESS WHEREOF, the undersigned has signed this certificate this 28th
day of August, 2006, and hereby affirms and acknowledges under penalty of
perjury that the filing of this Third Amended and Restated Certificate of
Incorporation is the act and deed of Clearwire Corporation.

                                        CLEARWIRE CORPORATION


                                        By /s/ Benjamin G. Wolff
                                           -------------------------------------
                                        Name Benjamin G. Wolff
                                        Title Co-President & Co-CEO



                                    EXHIBIT A


                           THIRD AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              CLEARWIRE CORPORATION

                                    ARTICLE I

     The name of the corporation is Clearwire Corporation (the "Corporation").

                                   ARTICLE II

     The address of the Corporation's registered office in the State of Delaware
is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such address is Corporation
Service Company.

                                  ARTICLE III

     The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware (the "DGCL").

                                   ARTICLE IV

     Section 1. Authorized Capital Stock. The total number of shares of capital
stock that the Corporation is authorized to issue is 805,000,000 shares,
initially consisting of 700,000,000 shares of Class A Common Stock, par value
$0.0001 per share (the "Class A Common Stock"). 100,000,000 shares of Class B
Common Stock, par value $0.0001 per share (the "Class B Common Stock") and
5,000,000 shares of Preferred Stock, par value $0.0001 per share (the "Preferred
Stock"). (In this Certificate of Incorporation, the term "Common Stock" means
the Class A Common Stock and Class B Common Stock collectively).

     Section 2. Common Stock

          (a) Equality of Rights Generally. Each share of Common Stock will,
except as otherwise provided in this Certificate of Incorporation, be identical
in all respects and will have equal rights, powers and privileges.

          (b) Voting Rights. Holders of Class A Common Stock will be entitled to
one vote for each share of Class A Common Stock held of record on the applicable
record date, and holders of Class B Common Stock will be entitled to ten (10)
votes for each share of Class B Common Stock held of record on the applicable
record date, in each case, on each matter submitted to a vote of stockholders.
Holders of Class A Common Stock and Class B Common Stock will vote together as a
single class of Common Stock on each matter submitted to a vote of stockholders.



          (c) Dividends.

               (i) The holders of the Common Stock will be entitled to receive
dividends at such times and in such amounts as may be determined by the Board of
Directors of the Corporation (the "Board of Directors") and declared out of the
any funds lawfully available therefor. Dividends on Common Stock declared
payable from time to time by the Board of Directors, whether payable in cash,
property or shares of capital stock of the Corporation, will be paid equally, on
a per share basis, to holders of Common Stock.

               (ii) In the case of any consolidation, merger, recapitalization,
reorganization or similar event: (i) the consideration payable in respect of
each share of Class A Common Stock will be the same and (ii) prior to the
conversion of all shares of Class B Common Stock into shares of Class A Common
Stock, the consideration payable in respect of each share of Class B Common
Stock will be the same as that payable in respect of each share of Class A
Common Stock. Notwithstanding the foregoing, if the consideration payable in
respect of shares of Class A Common Stock and Class B Common Stock consists of
securities, the securities issued to the holders of Class A Common Stock and
Class B Common Stock will be identical in all respects, except that the
conversion rights and disproportionate voting power of the Class B Common Stock
(i.e., the conversion of Class B Common Stock into Class A Common Stock and the
entitlement of each share of Class B Common Stock to ten (10) votes per share
versus one (1) vote per share with regard to a share of Class A Common Stock)
may be incorporated into the terms of the securities issued to the holders of
the Class B Common Stock.

          (d) Conversion of Class B Common Stock.

               (i) Right to Convert. At any time or from time to time each share
of Class B Common Stock will be convertible at the option of the holder thereof
into one fully paid and nonassessable share of Class A Common Stock ("Optional
Conversion Rights").

               (ii) Automatic Conversion. Each share of Class B Common Stock
will automatically convert, without any action by the holder of such shares,
into one fully paid and nonassessable share of Class A Common Stock, upon the
earliest to occur of (A) the date on which the holder of such share of Class B
Common Stock, together with its Affiliates, has Beneficial Ownership of less
than 5% of the issued and outstanding shares of Class B Common Stock or (B) upon
any transfer by the holder of such share of Class B Common Stock other than a
Permitted Transfer, solely as to any shares of Class B Common Stock so
transferred.

               (iii) Mechanics of Conversion. In the event of the conversion of
any Class B Common Stock pursuant to this Section 2(d) of Article TV, such
holder will surrender the certificate or certificates therefor, duly endorsed,
at the office of the Corporation or any transfer agent of such stock, and will
deliver together therewith written notice of the election or requirement to
convert the same and will state therein the name or names in which the
certificate or certificates for shares of Class A Common Stock are to be issued.
The Corporation will, as soon as practical thereafter, issue and deliver at such
office to such holder or the nominee or nominees of such holder, a certificate
or certificates for the number of shares of Class A Common Stock to which such
holder will be entitled. Such conversion will be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares to be converted and the Person or Persons entitled to receive the shares
of Class A Common


                                        2



Stock issuable on the conversion will be treated for all purposes as the record
holder or holders of such shares of Class A Common Stock as of such date.

               (iv) Reservation of Class A Common Stock Issuable upon
Conversion. The Corporation will at all times keep available out of its
authorized but unissued shares of Class A Common Stock, solely for the purposes
of effecting the conversion of the shares of Class B Common Stock, such number
of shares of Class A Common Stock as will be sufficient to effect the conversion
of all of the outstanding shares of Class B Common Stock; and if at any time the
number of authorized but unissued shares of Class A Common Stock will not be
sufficient to effect the conversion of all of the then outstanding shares of
Class B Common Stock, in addition to such other remedies as may be available to
the holders of such shares, the Corporation will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Class A Common Stock to such number of shares as will be
sufficient for such purposes, including, without limitation, engaging in best
efforts to obtain the requisite stockholder approval of any necessary amendment
to this Certificate of Incorporation.

               (v) No Impairment. The Corporation will not, (i) by amendment of
this Certificate of Incorporation or the Corporation's Bylaws, (ii) by adopting
any provision or entering into any agreement inconsistent therewith or (iii)
through any reorganization, recapitalization, transfer of assets, consolidation,
merger, dissolution, issuance of shares or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation, but will at
all times in good faith assist in the carrying out all of the provisions of this
Section 2 of Article IV and in taking all of such action as may be necessary or
appropriate in order to protect the powers, preferences and rights, including
the voting rights and conversion rights of the holders of shares of Class B
Common Stock against impairment.

     Section 3. Preferred Stock. The Preferred Stock may be issued in one or
more series as may be determined by the Board of Directors. The Board of
Directors is hereby authorized to issue the shares of Preferred Stock and to fix
from time to time before issuance the number of shares to be included in any
series and the designation, relative powers, preferences and rights and
qualifications, limitations or restrictions of all shares of such series. The
authority of the Board of Directors with respect to each series will include,
without limiting the generality or effect of the foregoing, the determination of
any or all of the following:

          (a) the number of shares of any series and the designation to
distinguish the shares of such series from the shares of all other series;

          (b) the voting powers, if any, and whether the voting powers are full
or limited in such series;

          (c) the redemption provision, if any, applicable to the series,
including the redemption price or prices to be paid;

          (d) whether dividends, if any, will be cumulative or noncumulative,
the dividend rate of the series and the dates and preferences of dividends on
such series;


                                        3


          (e) the rights of the series upon the voluntary or involuntary
dissolution of, or upon any distribution of the assets of, the Corporation;

          (f) the provisions, if any, pursuant to which the shares of the series
are convertible into, or exchangeable for, shares of any other class or classes
or of any other series of the same or any other class or classes of stock, or
any other security, of the Corporation or any other corporation or other entity,
and the price or prices or the rate or rates of conversion or exchange
applicable thereto;

          (g) the right, if any, to subscribe for or to purchase any securities
of the Corporation or any other corporation or other entity;

          (h) the provisions, if any, of a sinking fund applicable to such
series; and

          (i) any other relation, participation, option or other special powers,
preferences, rights, qualifications, limitations or restrictions thereof;

all as may be determined from time to time by the Board of Directors and stated
in the resolution or resolutions providing for the issuance of such Preferred
Stock.

     Section 4. Stock Ownership and the Federal Communications Laws.

          (a) Restrictions on Stock Ownership or Transfer. Notwithstanding any
other provision of this Certificate of Incorporation to the contrary, the
Corporation may restrict the ownership, or proposed ownership, of shares of
capital stock of the Corporation by any Person if such ownership or proposed
ownership (i) is or would reasonably be expected to be inconsistent with, or in
violation of, any provision of the Federal Communications Laws, (ii) limits or
impairs or would reasonably be expected to limit or impair any business
activities or proposed business activities of the Corporation under the Federal
Communications Laws or (iii) subjects or would reasonably be expected to subject
the Corporation to any regulation under the Federal Communications Laws to which
the Corporation would not be subject but for such ownership or proposed
ownership (clauses (i), (ii) and (iii) collectively, the "FCC Regulatory
Limitations").

          (b) Beneficial Ownership Inquiry. The Corporation may by written
notice require a Person that is a holder of record of, or that the Corporation
knows to have, or has reasonable cause to believe has, Beneficial Ownership of
capital stock of the Corporation, to certify that, to the knowledge of such
Person:

               (i) no capital stock as to which such Person has record ownership
or Beneficial Ownership is, directly or indirectly, Beneficially Owned by
Aliens; or

               (ii) the number of shares of capital stock held of record or,
directly or indirectly, Beneficially Owned by such Person that are held of
record or Beneficially Owned by Persons that are Aliens are as set forth in such
certification.

          With respect to any capital stock identified by such Person in
response to Section 4(b)(ii) above, the Corporation may require such Person to
provide such further information as the Corporation may reasonably require in
order to implement the provisions of Sections 4(c)


                                        4



and 4(d) of this Article IV. For purposes of applying Sections 4(c) and 4(d) of
this Article IV with respect to any capital stock of the Corporation, if any
Person fails to provide the certification or other information to which the
Corporation is entitled pursuant to this Section 4(b) of Article IV, the
Corporation in its sole discretion may presume that the capital stock of the
Corporation in question is, or is not, directly or indirectly, Beneficially
Owned by Aliens.

          (c) Denial of Rights, Refusal to Transfer. If (i) any Person from whom
information is requested pursuant to Section 4(b) of this Article IV should not
provide all the information requested by the Corporation, and (ii) the
Corporation reasonably concludes that a stockholder's ownership or proposed
ownership of, or that a stockholder's exercise of any rights of ownership with
respect to, shares of capital stock of the Corporation results or would
reasonably be expected to result in an FCC Regulatory Limitation or that the
capital stock of the Corporation in question is Beneficially Owned by Aliens,
then, in the case of either clause (i) or clause (ii), the Corporation may (A)
refuse to permit the transfer of shares of capital stock of the Corporation to
such proposed stockholder, (B) suspend those rights of stock ownership the
exercise of which causes or would reasonably be expected to cause such FCC
Regulatory Limitation, (C) redeem such shares of capital stock of the
Corporation held by such stockholder in accordance with the terms and conditions
set forth in Section 4(d) of this Article IV, and/or (D) exercise any and all
appropriate remedies, at law or in equity, in any court of competent
jurisdiction, against any such stockholder or proposed transferee, with a view
towards obtaining such information or preventing or curing any situation which
causes or could cause a FCC Regulatory Limitation. Any such refusal of transfer
or suspension of rights pursuant to clauses (A) and (B), respectively, of the
immediately preceding sentence will remain in effect until the requested
information has been received or the Corporation has determined that such
transfer, or the exercise of such rights, as the case may be, will not result in
a FCC Regulatory Limitation.

          (d) Redemption of Shares Held by Aliens. Outstanding shares of capital
stock of the Corporation Beneficially Owned by Aliens may be redeemed by the
Corporation. The terms and conditions of such redemption will be as follows,
subject in any case to any other rights of a particular Alien or of the
Corporation pursuant to any contract or agreement between such Alien and the
Corporation:

               (i) except as provided in Section 4(d)(vi) of this Article IV,
the redemption price of the shares to be redeemed pursuant to this Section 4(d)
of Article IV will be equal to the Market Price of such shares on the third
Business Day before the date notice of such redemption is given pursuant to
Section 4(d)(iv) of this Article IV, provided that except as provided in Section
4(d)(vi) of this Article IV, such redemption price as to any Alien who purchased
such shares of Common Stock within one year before the Redemption Date will not
(unless otherwise determined by the Board of Directors) exceed the purchase
price paid by such Alien for such shares;

               (ii) the redemption price of such shares will be paid in cash,
Redemption Securities or any combination thereof;

               (iii) if less than all of the shares, directly or indirectly,
Beneficially Owned by Aliens are to be redeemed, the shares to be redeemed will
be selected in such manner as will be determined in good faith by the Board of
Directors, which may include selection first


                                        5



of the most recently purchased shares thereof, selection by lot or selection in
any other manner determined in good faith by the Board of Directors to be
equitable;

               (iv) the Corporation will give notice of the Redemption Date at
least thirty (30) days before the Redemption Date to the record holders of the
shares selected to be redeemed (unless waived in writing by any such holder) by
delivering a written notice by first class mail, postage pre-paid, to the
holders of record of the shares selected to be redeemed, addressed to such
holders at their last address as shown upon the stock transfer books of the
Corporation (each such notice of redemption specifying the date fixed for
redemption, the redemption price, the place or places of payment and that
payment will be made upon presentation and surrender of the certificates
representing such shares); provided, that the Redemption Date may be the date on
which written notice is given to record holders if the cash or Redemption
Securities necessary to effect the redemption have been deposited in trust for
the benefit of such record holders and subject to immediate withdrawal by them
upon surrender of the stock certificates for their shares to be redeemed;

               (v) on the Redemption Date, unless the Corporation shall have
defaulted in paying or setting aside for payment the cash or Redemption
Securities payable upon such redemption, any and all rights of Aliens in respect
of shares so redeemed (including without limitation any rights to vote or
participate in dividends) will cease and terminate, and from and after such
Redemption Date such Aliens will be entitled only to receive the cash or
Redemption Securities payable upon redemption of the shares to be redeemed; and

               (vi) such other terms and conditions as the Board of Directors
shall determine to be equitable.

          (e) Presumption of Notice. Any notice that is mailed as herein
provided will be conclusively presumed to have been duly given, whether or not
the holder of shares to be redeemed received such notice, and failure to give
such notice by mail, or any defect in such notice, to holders of shares
designated for redemption will not affect the validity of the proceedings for
the redemption of any other shares.

          (f) Factual Determination. The Board of Directors will have the power
and duty to construe and apply the provisions of this Section 4 of Article IV
and, with respect to shares of capital stock, to make all determinations
necessary or desirable to implement such provisions, including, but not limited
to: (i) the number of shares of capital stock that are Beneficially Owned by any
Person; (ii) whether a Person is an Alien; (iii) the application of any other
definition of this Certificate of Incorporation to the given facts; and (iv) any
other matter relating to the applicability or effect of Section 4(d) of this
Article IV.

          (g) Legends. The Corporation shall, to the extent required by law,
note on the certificates of its capital stock that the shares represented by
such certificates are subject to the restrictions set forth in this Section 4 of
Article IV.

                                    ARTICLE V

     The number of the directors of the Corporation will be fixed from time to
time in the manner described in the Bylaws of the Corporation. The manner of
election and removal of such


                                        6


directors and the term such directors will hold office shall be designated in
the Bylaws of the Corporation. Each director will hold office until a successor
is duly elected and qualified or until his or her earlier death, resignation or
removal. Election of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.

                                   ARTICLE VI

     To the fullest extent permitted by the DGCL or any other Applicable Law
currently or hereafter in effect, no director of the Corporation will be
personally liable to the Corporation or its stockholders for or with respect to
any acts or omissions in the performance of his or her duties as a director of
the Corporation. Any repeal or modification of this Article VI will not
adversely affect any right or protection of a director of the Corporation in
respect of any act or omission occurring in whole or in part prior to such
repeal or modification.

                                   ARTICLE VII

     Section 1. Right to Indemnification. Each individual who was or is a party
to or is threatened to be made a party to or is otherwise involved in, any
action, suit or proceeding, whether pending or threatened, whether civil,
criminal, administrative or investigative and whether brought by or in the right
of the Corporation or otherwise (a "Proceeding"), by reason of the fact that
such individual is or was a director or officer of the Corporation, or is or was
a director or officer of the Corporation and is or was serving at the request of
the Corporation as a director, officer, employee or agent or of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, (an "Indemnitee") will be indemnified and held harmless by the
Corporation to the fullest extent permitted by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment) against all expenses, liability and loss (including, without
limitation, attorneys' fees and expenses, judgments, fines, excise taxes or
penalties pursuant to the Employee Retirement Income Security Act of 1974, as
amended, ("ERISA") and amounts paid in settlement) reasonably incurred or
suffered by such Indemnitee in connection therewith. The right to
indemnification will extend to the heirs, executors, administrators and estate
of any such director or officer. The right to indemnification provided in this
Article VII: (a) will not be exclusive of any other rights to which any
individual seeking indemnification may otherwise be entitled, including without
limitation, pursuant to any contract approved by a majority of the Board of
Directors (whether or not the directors approving such contract are or are to be
parties to such contract or similar contracts); and (b) will be applicable to
matters otherwise within its scope whether or not such matters arose or arise
before or after the adoption of this Article VII. Without limiting the
generality or the effect of the foregoing, the Corporation may adopt Bylaws, or
enter into one or more agreements with any individual, that provide for
indemnification greater or otherwise different than that provided in this
Article VII or the DGCL, and any such agreement approved by a majority of the
Board of Directors will be a valid and binding obligation of the Corporation
regardless of whether one or more members of the Board of Directors, or all
members of the Board of Directors, are parties thereto or to similar agreements.
Any amendment or repeal of, or adoption of any provision inconsistent with, this
Article VII will not adversely affect any right or protection existing
hereunder, or arising out of events occurring or circumstances existing, in
whole or in part, prior to such


                                        7



amendment, repeal or adoption, and no such amendment, repeal or adoption will
affect the legality, validity or enforceability of any contract entered into or
right granted prior to the effective date of such amendment, repeal or adoption.

     Section 2. Right to Advancement of Expenses. The right to indemnification
conferred in Section 1 of this Article VII will include the right to be paid by
the Corporation the expenses (including, without limitation, attorneys' fees and
expenses) reasonably incurred in defending any such Proceeding in advance of its
final disposition (an "Advancement of Expenses"); provided, however, that, if
the DGCL so requires, an Advancement of Expenses incurred by an Indemnitee in
his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such Indemnitee, including, without
limitation, service to an employee benefit plan) will be made only upon delivery
to the Corporation of an undertaking (an "Undertaking"), by or on behalf of such
Indemnitee, to repay all amounts so advanced if it will ultimately be determined
by final judicial decision from which there is no further right to appeal (a
"Final Adjudication") that such Indemnitee is not entitled to be indemnified for
such expenses under this Section 2 of Article VII or otherwise. The rights to
indemnification and to the Advancement of Expenses conferred in Sections 1 and 2
of this Article VII shall be contract rights and such rights will continue as to
an Indemnitee who has ceased to be a director or officer and will inure to the
benefit of the Indemnitee's heirs, executors, administrators and estate.

     Section 3. Right of Indemnitee to Bring Suit. If a claim under Sections 1
and 2 of this Article VII is not paid in full by the Corporation within sixty
(60) calendar days after a written claim has been received by the Corporation,
except in the case of a claim for an Advancement of Expenses, in which case the
applicable period will be twenty (20) calendar days, the Indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an Advancement of Expenses pursuant to the
terms of an Undertaking, the Indemnitee will be entitled to be paid also the
expense of prosecuting or defending such suit. In (a) any suit brought by the
Indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the Indemnitee to enforce a right of an Advancement of Expenses) it
shall be a defense that, and (b) any suit brought by the Corporation it shall be
entitled to recover such expenses upon a Final Adjudication that, the Indemnitee
has not met any applicable standard for indemnification set forth in the DGCL.
Neither the failure of the Corporation (including the Board of Directors, legal
counsel or stockholders) to have made a determination prior to the commencement
of such suit that indemnification of the Indemnitee is proper in the
circumstances because the Indemnitee has met the applicable standard of conduct
set forth in the DGCL, nor an actual determination by the Corporation (including
the Board of Directors, legal counsel or stockholders) that the Indemnitee has
not met such applicable standard of conduct, will create a presumption that the
Indemnitee has not met the applicable standard of conduct or, in the case of
such suit brought by the Indemnitee to enforce a right to indemnification or to
an Advancement of Expenses hereunder, or brought by the Corporation to recover
an Advancement of Expenses pursuant to terms of an Undertaking, the burden of
proving that the Indemnitee is not entitled to be indemnified, or to such
Advancement of Expenses, under this Article VII or otherwise will be on the
Corporation.


                                        8



     Section 4. Non-Exclusivity of Rights. The rights to indemnification and to
the Advancement of Expenses conferred in this Article VII shall not be exclusive
of any other right which any individual may have or hereafter acquire under any
statute, this Certificate of Incorporation, the Bylaws of the Corporation, any
agreement, any vote of stockholders or directors, or otherwise.

     Section 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, manager, trustee, officer, employee
or agent of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expenses, liability or loss, whether or
not the Corporation would have the power to indemnify such individual against
such expense, liability or loss under the DGCL.

     Section 6. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the Advancement of Expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article VII with respect to the indemnification and Advancement of
Expenses of directors and officers of the Corporation.

     Section 7. Service for Subsidiaries. Any Person serving as a director,
officer, employee or agent of another corporation, partnership, limited
liability company, joint venture or other enterprise, at least 50% of whose
equity interests are owned by the Corporation (a "subsidiary" for this Article
VII) will be conclusively presumed to be serving in such capacity at the request
of the Corporation.

     Section 8. Reliance. Persons who after the date of the adoption of this
provision become or remain directors or officers of the Corporation or who,
while a director, officer or other employee of the Corporation, become or remain
a director, officer, employee or agent of a subsidiary, will be conclusively
presumed to have relied on the rights to indemnity, Advancement of Expenses and
other rights contained in this Article VII in entering into or continuing such
service. The rights to indemnification and to the Advancement of Expenses
conferred in this Article VII shall apply to claims made against an indemnitee
arising out of acts or omissions which occurred or occur both prior and
subsequent to the adoption hereof.

     Section 9. Merger or Consolidation. For purposes of this Article VII,
references to the "Corporation" will include, in addition to the resulting
Corporation, any constituent Corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any Person who is or was a
director, officer, employee or agent of such constituent Corporation, or is or
was serving at the request of such constituent Corporation as a director,
officer, employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise, will stand in the same position under this Article
VII with respect to the resulting or surviving Corporation as he or she would
have with respect to such constituent Corporation if its separate existence had
continued.

     Section 10. Savings Clause. If this Article VII or any portion hereof will
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation will nevertheless indemnify each Person entitled to indemnification
under Section 1 of this Article VII as to all expense, liability and loss
(including attorneys' fees and related disbursements,


                                        9


judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid
or to be paid in settlement) actually and reasonably incurred or suffered by
such Person and for which indemnification is available to such Person pursuant
to this Article VII to the fullest extent permitted by any applicable portion of
this Article VII that shall not have been invalidated and to the fullest extent
permitted by Applicable Law.

                                  ARTICLE VIII

     Section 1. Definitions. As used in this Certificate of Incorporation, the
term:

          (a) "Affiliate" means a Person that directly, or indirectly through
one of more intermediaries, Controls, or is Controlled by, or is under common
Control with, another Person.

          (b) "Alien" means "aliens," "their representatives," "a foreign
government or representatives thereof" or "any corporation organized under the
laws of a foreign country" as such terms are used in Section 310(b)(4) of the
Communications Act of 1934 (the "Communications Act").

          (c) "Applicable Law" means all applicable provisions of (a)
constitutions, treaties, statutes, laws (including common law), rules,
regulations, ordinances or codes of any Governmental Authority and (b) orders,
decisions, injunctions, judgments, awards and decrees of any Governmental
Authority.

          (d) "Associate" has the meaning ascribed to such term in Rule 12b-2
under the Exchange Act.

          (e) "Beneficial Owner" (including, with its correlative meanings,
"Beneficially Own" and "Beneficial Ownership"), with respect to any securities,
means any Person which:

               (i) has, or any of whose Affiliates or Associates has, directly
or indirectly, the right to acquire (whether such right is exercisable
immediately or only after the passage of time) such securities pursuant to any
agreement, arrangement or understanding (whether or not in writing), including,
without limitation, upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise;

               (ii) has, or any of whose Affiliates or Associates has, directly
or indirectly, the right to vote or dispose of (whether such right is
exercisable immediately or only after the passage of time) or has "beneficial
ownership" of (as determined pursuant to Rule 13d-3 under the Exchange Act but
including all such securities which a Person has the right to acquire beneficial
ownership of whether or not such right is exercisable within the 60-day period
specified therein) such securities, including pursuant to any agreement,
arrangement or understanding (whether or not in writing);

               (iii) has, or any of whose Affiliates or Associates has, any
agreement, arrangement or understanding (whether or not in writing) for the
purpose of acquiring, holding, voting or disposing of any securities which are
Beneficially Owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof); or.


                                       10



               (iv) holds a direct or indirect beneficial ownership interest in
the Person with record ownership or other beneficial ownership of capital stock
of the Corporation.

          (f) "Business Day" means any day other than a day on which commercial
banks in The City of New York are required or authorized by law to be closed.

          (g) "Control" means, with respect to a Person or Group, either of the
following:

               (i) ownership by such Person or Group of Votes entitling it to
exercise in the aggregate more than 10% of the Voting Power of the entity in
question; or

               (ii) possession by such Person or Group of the power, directly or
indirectly, (i) to elect a majority of the board of directors (or equivalent
governing body) of the entity in question, or (ii) to direct or cause the
direction of the management and policies of or with respect to the entity in
question, whether through ownership of securities, by contract or otherwise.

          (h) "Disinterested Director Approval" means approval by an independent
committee of the Board comprised of Disinterested Directors.

          (i) "Disinterested Directors" means, with respect to any matter to be
acted upon, each of the directors of the Corporation other than (i) for a
transaction between the Corporation and a director, the director who is party to
the transaction, (ii) for a transaction between the Corporation and any entity
other than a wholly-owned subsidiary of the Corporation, each director that is
an Interested Stockholder, or an employee or Affiliate of an Interested
Stockholder, of such entity, or (iii) for a transaction between the Corporation
and an Interested Stockholder of the Corporation, each director who is an
employee or Affiliate of such Interested Stockholder.

          (j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (k) "Federal Communications Laws" means any law of the United States
now or hereafter in effect (and any regulation thereunder, including, without
limitation, the Communications Act), and regulations thereunder, pertaining to
the ownership and/or operation or regulating the business activities of (x) any
television or radio station, daily newspaper, cable television system, Internet
service provider or other medium of mass communications or (y) any provider of
programming content to any such medium.

          (l) "Governmental Authority" means any federation, nation, state,
sovereign or government, any federal, supranational, regional, state or local
political subdivision, any governmental or administrative body, instrumentality,
department or agency or any court, tribunal, administrative hearing body,
arbitration panel, commission or similar dispute resolving panel or body, and
any other entity exercising executive, legislative, judicial, regulatory or
administrative functions of a government.

          (m) "Group" means any group within the meaning of Section 13(d)(3) of
the Exchange Act.


                                       11



          (n) "Holder" or "Holders" shall mean (a) Craig O. McCaw, (b) Eagle
River Holdings, LLC, (c) Intel Corporation, (d) all successors to a Holder by
way of merger, consolidation or sale of all or substantially all of such
Holder's assets and (d) all existing or future corporations, partnerships, joint
ventures, associations and other entities (each a "Subsidiary Entity") in which
such person or entity beneficially owns, directly or indirectly, fifty percent
(50%) or more of the outstanding voting stock, but excluding the Corporation or
any Subsidiary Entity in which the Corporation beneficially owns, directly or
indirectly, fifty percent (50%) or more of the outstanding voting stock.

          (o) "Independent Director" means any member of the Board of Directors
who meets the director independence requirements of the rules and regulations of
The Nasdaq Stock Market, Inc. applicable to listed companies, as amended from
time to time, or if the principal United States listing or quotation of the
Common Stock is on another United States securities exchange or inter-dealer
quotation system of a registered national securities association, the director
independence requirements of the rules and regulations of that exchange or
association, as amended from time to time; provided, that if the Class A Common
Stock is not then traded on an exchange or association that maintains director
independence requirements, the Independent Directors will be the Arm's Length
Directors.

          (p) "Interested Stockholder" means (i) with respect to any corporation
or other entity, any Person (other than the Corporation and any direct or
indirect wholly-owned subsidiary of the Corporation) that is the Owner of Stock
having (a) the right to vote more than 50% of the aggregate votes attributable
to the Voting Stock of such corporation or other entity or (b) 50% or more of
the economic interests of such corporation or other entity, and (ii) the
Affiliates of any Person determined to be an Interested Stockholder under clause
(i) of this Section 1(p).

          (q) "Market Price" means as to any security, the average of the
closing prices of such security's sales on all domestic securities exchanges on
which such security may at the time be listed, or, if there have been no sales
on any such exchange on any day, the average of the highest bid and lowest asked
prices on all such exchanges at the end of such day, or, if on any day such
security is not so listed, the average of the representative bid and asked
prices quoted in the NASDAQ System as of 4:00 P.M., New York time, on such day,
or, if on any day such security is not quoted in the NASDAQ System, the average
of the highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization, in each such case averaged
over a period of 21 days consisting of the day as of which "Market Price" is
being determined and the 20 consecutive business days prior to such day;
provided that if such security is listed on any domestic securities exchange the
term "business days" as used in this sentence means business days on which such
exchange is open for trading. If at any time such security is not listed on any
domestic securities exchange or quoted in the NASDAQ System or the domestic
over-the-counter market, the "Market Price" shall be the fair value thereof
determined in good faith by a majority of the Independent Directors.

          (r) "Owner," including the terms "Own" and "Owned," when used with
respect to any Stock, means a Person that individually or with or through any of
its Affiliates:

               (i) Beneficially Owns such Stock, directly or indirectly;


                                       12



               (ii) has (A) the right to acquire Beneficial Ownership of such
Stock (whether such right is exercisable immediately or only after the passage
of time) pursuant to any agreement, arrangement or understanding, or upon the
exercise of conversation rights, warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the Owner of Stock tendered pursuant
to a tender or exchange offer made by such Person or any of such Person's
Affiliates until such tendered Stock is accepted for purchase or exchange; or
(B) the right to vote such Stock pursuant to any agreement, arrangement or
understanding; provided, however, that a Person shall not be deemed the Owner of
any Stock because of such Person's right to vote such Stock if the agreement,
arrangement or understanding to vote such Stock arises solely from revocable
proxy or consent given in response to a proxy or consent solicitation made to
all holders of a class or series of such Stock; or

               (iii) has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting (except voting pursuant to a revocable
proxy or consent or disposing of such Stock with any Person that Beneficially
Owns, or whose Affiliates Beneficially Own, directly or indirectly, such stock.

          (s) "Permitted Transfer" by a holder of Class B Common Stock means any
transfer to:

               (i) any Affiliate of the holder;

               (ii) if the holder is a partnership or limited liability company,
any member or partner; or

               (iii) if the holder is an individual, any transfer to any
immediate family member or any trust for the benefit of the individual or any
immediate family member.

          (t) "Person" means an individual, a partnership, a limited liability
company, an association, a joint venture, a corporation, a trust, any entity
organized or existing under Applicable Law, an unincorporated organization or
any Governmental Authority.

          (u) "Redemption Date" means the date fixed by the Board of Directors
for the redemption of any shares of capital stock of the Corporation pursuant to
Section 4(d) of Article IV.

          (v) "Redemption Securities" means any debt or equity securities of the
Corporation, any of its Subsidiaries, or any combination thereof having such
terms and conditions as shall be approved by the Board of Directors and which,
together with any cash to be paid as part of the redemption price pursuant to
Section 4(d)(ii) of Article IV, in the opinion of an investment banking firm of
recognized national standing selected by the Board of Directors (which may be a
firm which provides other investment banking, brokerage or other services to the
Corporation), have a Market Price, at the time notice of redemption is given
pursuant to Section 4(d)(iv) of Article IV, at least equal to the redemption
price required to be paid by Section 4(d)(i) of Article IV.

          (w) "Subsidiary" means, with respect to any Person (the "Parent"), any
other Person in which the Parent, one or more direct or indirect Subsidiaries of
the Parent, or the


                                       13



Parent and one or more of its direct or indirect Subsidiaries (a) have the
ability, through ownership of securities individually or as a group, ordinarily,
in the absence of contingencies, to elect a majority of the directors (or
individuals performing similar functions) of such other Person, and (b) own more
than 50% of the equity interests.

          (x) "Stock" means, with respect to any corporation, capital stock and,
with respect to any other entity, any equity interest.

          (y) "Trading Day" means, with respect to any security, any day on
which the principal national securities exchange on which such security is
listed or admitted to trading or The Nasdaq Stock Market, Inc., if such security
is approved for quotation thereon, is open for the transaction of business
(unless such trading shall have been suspended for the entire day) or, if such
security is not listed or admitted to trading on any national securities
exchange or The Nasdaq Stock Market, Inc., any day other than a Saturday, Sunday
or a day on which banking institutions in the State of New York are authorized
or obligated by law or executive order to close.

          (z) "Vote" means, with respect to any entity, the ability to cast a
vote at a stockholders', members' or comparable meeting of such entity with
respect to the election of directors, managers or other members of such entity's
governing body, or the ability to cast a general partnership or comparable vote.

          (aa) "Voting Power" means, with respect to any entity as at any date,
the aggregate number of Votes outstanding as at such date in respect of such
entity.

          (bb) "Voting Stock" means, with respect to any corporation, Stock of
any class or series entitled to vote generally in the election of directors and,
with respect to any entity that is not a corporation, any equity interest
entitled to vote generally in the election of the governing body of such entity,
including, without limitation, the Class A Common Stock and the Class B Common
Stock.

                                   ARTICLE IX

     The Board of Directors may make, amend and repeal the Bylaws of the
Corporation. Any Bylaw made by the Board of Directors under the powers conferred
hereby may be amended or repealed by the Board of Directors (except as specified
in any such Bylaw) or by the stockholders in the manner provided in the Bylaws
of the Corporation.

                                    ARTICLE X

     Section 1. Certain Acknowledgements. In anticipation that:

          (a) each Holder will remain, for some period of time, a stockholder of
the Corporation;

          (b) the Corporation and each Holder may engage in the same or similar
activities or lines of business and may have an interest in the same or similar
areas of corporate opportunities;


                                       14



          (c) there will or may be benefits to be derived by the Corporation
through its continued or potential contractual, corporate and business relations
with the Holders (including without limitation service of officers of the
Holders as directors of the Corporation); and

          (d) there will be benefits in providing guidelines for directors and
officers of the Holders and of the Corporation with respect to the allocation of
corporate opportunities and other matters;

the provisions of this Article X are set forth to regulate, define and guide the
conduct of certain affairs of the Corporation as they may involve each Holder
and its partners, principals, directors, officers, members, managers and/or
employees, and the powers, rights, duties and liabilities of the Corporation and
its officers, directors, employees and stockholders in connection therewith.

     Section 2. Competition and Corporate Opportunities. Except as each Holder
may otherwise agree in writing, each Holder shall have the right to, and shall
have no duty not to, (a) engage in the same or similar business activities or
lines of business as the Corporation, (b) compete against the Corporation, (c)
do business with any potential or actual competitor, customer or supplier of the
Corporation, and (d) employ or otherwise engage any officer or employee of the
Corporation. Neither a Holder nor any partners, principals, directors, officers,
members, managers and/or employees thereof (except as provided in Section 3 of
this Article X) shall be liable to the Corporation or its stockholders,
regardless of the impact any such activities may have on the Corporation, for
breach of any fiduciary duty by reason of any such activities of such Holder or
of the participation therein of such person and the Corporation shall have no
interest or expectancy that such Holder will not engage in any of the foregoing
activities, any such interest or expectancy being hereby renounced by the
Corporation. In the event that a Holder acquires knowledge of a potential
transaction or matter that may be a corporate opportunity or otherwise of
interest to such Holder and the Corporation, such Holder shall have no duty to
communicate or present such corporate opportunity to the Corporation, the
Corporation shall have no interest or expectancy in any such transaction or
matter, any such interest or expectancy being hereby renounced by the
Corporation, and, without limiting the generality of the foregoing, shall not be
liable to the Corporation or its stockholders for breach of any fiduciary duty
as a stockholder of the Corporation by reason of the fact that such Holder
pursues or acquires such corporate opportunity for itself, directs such
corporate opportunity to another person, or does not present such corporate
opportunity to the Corporation. Without limiting the generality of the
foregoing, a Holder shall have no such duty and shall not be so liable even if a
director or officer of the Corporation (including, without limitation, any such
director or officer who is also a partner, principal, director, officer, member,
manager and/or employee of such Holder) becomes aware of such transaction or
matter in his or her capacity as a director or officer of the Corporation, so
long as such Holder also learns, discovers, acquires or develops such
transaction or matters independently or otherwise in a manner that was not based
on such director's or officer's awareness of such transaction or matter. The
provisions of this Section 2 of Article X shall apply and not be affected by any
other provision of this Certificate of Incorporation including, without
limitation, Sections 3 or 4 of Article X.

     Section 3. Allocation of Corporate Opportunities. In the event that a
director or officer of the Corporation who is also a director, officer or
employee of a Holder acquires knowledge of a potential transaction or matter
that may be a corporate opportunity or otherwise


                                       15


of interest to the Corporation and such Holder, such director or officer of the
Corporation (a) shall have fully satisfied and fulfilled the fiduciary duties of
such director or officer to the Corporation and its stockholders with respect to
such corporate opportunity, (b) shall not be liable to the Corporation or its
stockholders for breach of any fiduciary duty with respect to such corporate
opportunity by reason of his or her not communicating information regarding such
corporate opportunity to the Corporation, and/or such Holder's pursuing or
acquiring such corporate opportunity for itself or directing such corporate
opportunity to another person, (c) shall be deemed to have acted in good faith
and in a manner such person reasonably believes to be in and not opposed to the
best interests of the Corporation, and (d) shall be deemed not to have breached
his or her duty of loyalty to the Corporation or its stockholders and not to
have derived an improper benefit therefrom, if such corporate opportunity
belongs to such Holder in accordance with the following policy:

          (i) a corporate opportunity offered or disclosed to any person who is
a director but not an officer of the Corporation and who is also a partner,
principal, director, officer, member, manager and/or employee of a Holder shall
belong to such Holder, unless such opportunity is expressly offered to such
person primarily in his or her capacity as a director of the Corporation, in
which case such opportunity shall belong to the Corporation;

          (ii) a corporate opportunity offered or disclosed to any person who is
an officer (whether or not a director) of the Corporation and who is also a
partner, principal, director or member, but not an officer or manager of a
Holder shall belong to the Corporation, unless such opportunity is expressly
offered to such person primarily in his or her capacity as a partner, principal,
director or member of such Holder, in which case such opportunity shall belong
to such Holder; and

          (iii) a corporate opportunity offered or disclosed to any other person
who is an officer or manager of both the Corporation and a Holder, or a partner,
principal, director or member of both the Corporation and a Holder, shall belong
to such Holder or to the Corporation, as the case may be, if such opportunity is
expressly offered to such person primarily in his or her capacity as an partner,
principal, director, member, officer or manager of such Holder or of the
Corporation, respectively; otherwise, such opportunity shall belong to such
Holder.

     Section 4. Certain Matters Deemed Not Corporate Opportunities. In addition
to and notwithstanding the foregoing provisions of this Article X, a corporate
opportunity will not be deemed to belong to the Corporation if it is a business
opportunity or matter (i) that the Corporation is not contractually permitted,
financially able or legally able to undertake, (ii) that is, from its nature,
not in the line of the Corporation's business or that is one in which the
Corporation has no interest as evidenced by a decision of a majority of the
Arm's Length Directors, or (iii) in which the Corporation or a Holder is
permitted to participate pursuant to any agreement between the Corporation and
such Holder that has been approved by a majority of the Arm's Length Directors,
it being acknowledged that the rights of the Corporation under any such
agreement shall be deemed to be contractual rights and shall not be corporate
opportunities of the Corporation for any purpose; provided, however, that no
presumption or implication as to corporate opportunities relating to any
transaction not explicitly covered by such an agreement shall arise from the
existence or absence of any such agreement.


                                       16



     Section 5. Agreements and Transactions with any Holder. If any contract
agreement, arrangement or transaction between the Corporation and a Holder
involves a corporate opportunity and is approved in accordance with the
procedures set forth in Article XI hereof, such Holder and its officers and
directors (including without limitation, any such person who is also a director
or officer of the Corporation) shall also, for the purposes of this Article X
and the other provisions of this Certificate of Incorporation, be deemed to have
fully satisfied and fulfilled any fiduciary duties they may have to the
Corporation and its stockholders. Any such contract, agreement, arrangement or
transaction involving a corporate opportunity not so approved shall not by
reason thereof result in any such breach of any fiduciary duty, but shall be
governed by the other provisions of Article X, this Certificate of
Incorporation, the bylaws, the Delaware General Corporation Law and other
Applicable Law.

     Section 6. Amendment of this Article. Notwithstanding anything to the
contrary elsewhere contained in this Certificate of Incorporation, the
affirmative vote of the holders of at least 75% of the Voting Power of all
shares of Common Stock then outstanding, voting together as a single class,
shall be required to alter, amend or repeal, or to adopt any provision
inconsistent with, this Article X.

     Section 7. Deemed Notice. Any person purchasing or otherwise acquiring any
interest in any shares of stock or other securities (including without
limitation stock options) of the Corporation shall be deemed to have notice of
and consented to the provisions of this Article X.

     Section 8. No Expansion. Nothing in this Article X is intended to, and
shall not be construed to, expand any party's fiduciary duties under Applicable
Law.

     Section 9. Chairman of the Board Not an Officer. For purposes of this
Article X, a director of the Corporation who is Chairman of the Board of
Directors of the Corporation shall not be deemed to be an officer of the
Corporation by reason of holding such position (regardless of whether such
position is deemed an office of the Corporation under the bylaws of the
Corporation), unless such person is a full-time employee of the Corporation.

                                   ARTICLE XI

     Section 1. Certain Acknowledgements. In anticipation that:

          (a) each Holder will remain, for some period of time, a stockholder of
the Corporation and have continued contractual, corporate and business relations
with the Corporation;

          (b) the Corporation and each Holder may enter into contracts or
otherwise transact business with each other and the Corporation may derive
benefits therefrom; and

          (c) the Corporation may from time to time enter into contractual,
corporate or business relations with one or more of its directors, or one or
more corporations, partnerships, associations or other organizations in which
one or more of its directors have a financial interest (collectively, "Related
Entities");


                                       17



the provisions of this Article XI are set forth to regulate and guide certain
contractual relations and other business relations of the Corporation as they
may involve each Holder, Related Entities and their respective officers and
directors, and the powers, rights, duties and liabilities of the Corporation and
its officers, directors and stockholders in connection therewith.

     Section 2. No Limitation. The provisions of this Article XI are in addition
to, and not in limitation of, the provisions of the Delaware General Corporation
Law and the other provisions of this Certificate of Incorporation. Any contract
or business relation which does not comply with procedures set forth in this
Article XI shall not by reason thereof be deemed void or voidable or result in
any breach of any fiduciary duty to, or duty of loyalty to, or failure to act in
good faith or in the best interests of, the Corporation, or the derivation of
any improper personal benefit, but shall be governed by the remaining provisions
of this Certificate of Incorporation, the Bylaws, the Delaware General
Corporation Law and other Applicable Law.

     Section 3. Related Party Transactions. No contract, agreement, arrangement
or transaction between the Corporation, on the one hand, and a Holder or a
Related Entity or one or more of the directors or officers of the Corporation,
on the other hand, or any amendment, modification or termination thereof, shall
be void or voidable solely for the reason that a Holder or Related Entity or any
one or more of the officers or directors of the Corporation are parties thereto,
or solely because any such directors or officers are present at or participate
in the meeting of the Board of Directors or committee thereof which authorizes
such contract, agreement, arrangement, transaction, amendment, modification or
termination (each, a "Transaction") or solely because his, her or their votes
are counted for such purpose, and a Holder, any Related Entity and such
directors and officers (a) shall have fully satisfied and fulfilled any
fiduciary duties they may have to the Corporation and its stockholders with
respect thereto, (b) shall not be liable to the Corporation or its stockholders
for any breach of any fiduciary duty they may have by reason of their approving
any such Transaction or the Corporation's entering into, performing or
consummating any such Transaction, (c) shall be deemed to have acted in good
faith and in a manner such persons reasonably believed to be in and not opposed
to the best interests of the Corporation, to the extent such standard is
applicable to such person's conduct, and (d) shall be deemed not to have
breached any duties of loyalty to the Corporation or its stockholders, whether
or not they have derived a personal benefit therefrom, if:

          (i) the material facts as to the Transaction are disclosed or are
known to the Board of Directors or the committee thereof that authorizes the
Transaction and the Board of Directors or such committee in good faith
authorizes or approves the Transaction by the affirmative vote of a majority of
me directors on the Board of Directors who are disinterested with respect to the
Transaction ("Arm's Length Directors") or such committee (even though the Arm's
Length Directors are less than a quorum);

          (ii) the material facts as to the Transaction are disclosed or are
known to the holders of the voting stock entitled to vote thereon, and the
Transaction is specifically approved in good faith by vote of the holders of a
majority of the then outstanding voting stock not owned by such Holder or such
Related Entity, voting together as a single class;


                                       18



          (iii) such Transaction is effected pursuant to, and consistent with,
terms and conditions specified in any arrangements, standards, protocols or
guidelines (collectively, the "Guidelines") which are in good faith authorized
or approved, after disclosure or knowledge of the material facts related
thereto, by the affirmative vote of a majority of the Arm's Length Directors on
the Board of Directors or the applicable committee thereof (even though the
Arm's Length Directors are less than a quorum) or by vote of the holders of a
majority of the then outstanding voting stock not owned by such Holder or such
Related Entity, voting together as a single class (such authorization or
approval of such Guidelines constituting or being deemed to constitute
authorization or approval of such Transaction); or

          (iv) such Transaction is fair as to the Corporation as of the time it
is authorized, approved or ratified by the Board of Directors, a committee
thereof or the stockholders of the Corporation.

In addition, each Transaction authorized, approved or effected, and such
Guidelines so authorized or approved, as described in (i), (ii), or (iii) above,
shall be deemed to be entirely fair to the Corporation and its stockholders;
provided, however, that if such authorization or approval is not obtained, or
such Transaction is not so effected, no presumption shall arise that such
Transaction or such Guidelines are not fair to the Corporation and its
stockholders.

     Section 4. Certain Interested Party Transactions. Except as expressly
permitted under Section 3 of that certain Amended and Restated Stockholders
Agreement, dated as of March 16, 2004, as amended from time to time, between the
Corporation and certain of its stockholders, any transaction between the
Corporation and (i) one or more of the Corporation's directors or officers or
any entity (other than a wholly-owned subsidiary of the Corporation) in which
any of the Corporation's directors or officers is an employee or Affiliate of an
Interested Stockholder of such entity, (ii) an Interested Stockholder, or (iii)
any other transaction otherwise provided for in the Corporation's bylaws, shall
be (x) fair to the Corporation and (y) subject to Disinterested Director
Approval or approval by the disinterested stockholders.

     Section 5. Quorum. Directors of the Corporation who are also directors,
officers or employees of a Holder or any Related Entity may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee that authorizes or approves any such Transaction or any such
Guidelines. Voting stock owned by a Holder and any Related Entities may be
counted in determining the presence of a quorum at a meeting of stockholders
that authorizes or approves any such Transaction or any such Guidelines.

     Section 6. No Breach. A Holder shall not be liable to the Corporation or
its stockholders for breach of any fiduciary duty it may have by reason of the
fact that such Holder takes any action or exercises any rights or gives or
withholds any consent in connection with any Transaction between such Holder and
the Corporation. No vote cast or other action taken by any person who is an
officer, director or other representative of a Holder, which vote is cast or
action is taken by such person in his capacity as a director of the Corporation,
shall constitute an action of, or the exercise of a right by, or a consent of,
such Holder for the purpose of any such Transaction.


                                       19



     Section 7. Deemed Notice. Any person purchasing or otherwise acquiring any
interest in any shares of stock or other securities (including without
limitation stock options) of the Corporation shall be deemed to have notice of
and to have consented to the provisions of this Article XI.

     Section 8. No Expansion. Nothing in this Article XI is intended to, nor
shall anything in this Article XI be construed to, expand any party's fiduciary
duties under Applicable Law.

                                   ARTICLE XII

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereinafter prescribed by statutes, and all rights conferred upon the
stockholders therein are granted subject to this reservation. The number of
authorized shares of any class of capital stock of the Corporation may be
increased or decreased (but not below the number of shares thereof then
outstanding) only by the affirmative vote of the holders of a majority of the
capital stock of the Corporation entitled to vote, voting together as a single
class. As permitted under Section 242(b)(2) of the DGCL, no class of capital
stock of the Company will be entitled to vote as a separate class upon a
proposed amendment to increase or decrease the authorized number of shares of
such class.

                                  ARTICLE XIII

     Notwithstanding any other provisions of this Certificate of Incorporation
or any provision of law which might otherwise permit a lesser vote or no vote,
but in addition to any affirmative vote of the holders of the capital stock
required by law or this Certificate of Incorporation, the affirmative vote of
the holders of at least two-thirds of the combined Voting Power of all of the
then outstanding shares of the Corporation eligible to be cast in the election
of directors will be required to amend, alter, change or repeal Articles VI,
VII, X, XII or XIV hereof, or this Article XIII, or any provision thereof or
hereof.

                                   ARTICLE XIV

     The Corporation expressly elects to be governed by Section 203 of the DGCL.
Notwithstanding the terms of Section 203 of the DGCL, no Holders or their
respective Affiliates will be deemed at any time and without regard to the
percentage of voting stock of the Corporation owned by the Holders or their
respective Affiliates, as applicable, to be an "interested stockholder" as such
term is defined in Section 203(c)(5) of the DGCL.


                                       20

                                                                   EXHIBIT 10.26

           MARKET OPERATION, SPECTRUM LEASE AND SUBLICENSE AGREEMENT

                                     dated

                                October 22, 2004

                                  by and among

           the Sprint Subsidiaries listed on the Schedule R-1 hereto

                                   ("Sprint")

                                      and

                          Fixed Wireless Holdings, LLC

                                  ("Operator")

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION



                               Table of Contents

<TABLE>
<CAPTION>
                                                                                           Page
<S>                                                                                        <C>
Article I DEFINITIONS ...................................................................    2

Article II ROLLING CLOSING AND CLOSING CONDITIONS .......................................    9

        2.1 Term ........................................................................    9

        2.2 Rolling Closings ............................................................    9

        2.3 Initial Closing .............................................................    9

        2.4 Deliveries on Initial Closing Date ..........................................   11

        2.5 Market Closings .............................................................   12

        2.6 Deliveries on the Rolling Market Closing Date ...............................   13

        2.7 Termination Date ............................................................   13

        2.8 Tower Lease Consents ........................................................   14

        2.9 Covenants Pending Closing ...................................................   14

Article III LEASE OF SPRINT SPECTRUM; USE OF THIRD PARTY SPECTRUM .......................   15

        3.1 Lease of Sprint Spectrum ....................................................   15

        3.2 Use of Leased Spectrum ......................................................   19

Article IV PRIMARY LEASE MANAGEMENT .....................................................   22

        4.1 Primary Lease Performance ...................................................   22

        4.2 Primary Lease Defaults By Third Party Licensees .............................   23

        4.3 Primary Lease Management ....................................................   24

Article V SPECTRUM MANAGEMENT ...........................................................   25

        5.1 Sprint Authorization Modifications and Coordination Documents ...............   25

        5.2 Leased Authorization Modifications and Coordination Documents ...............   26

        5.3 Limitations .................................................................   27

        5.4 Third Party Licensee Programming Obligations ................................   28
</TABLE>

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       i


<TABLE>
<S>                                                                                         <C>
        5.5 Additional Spectrum Rights ..................................................   29

        5.6 Band Plan ...................................................................   31

        5.7 FCC Transitions .............................................................   31

Article VI FEES AND EXPENSES ............................................................   33

        6.1 Primary Lease Fees and Expenses .............................................   33

        6.2 Regulatory Fees and Expenses ................................................   33

        6.3 Initial Fee .................................................................   33

        6.4 Monthly Fee .................................................................   33

        6.5 Payments ....................................................................   33

        6.6 Taxes .......................................................................   34

        6.7 Reimbursement and Other Expenses ............................................   34

        6.8 Security ....................................................................   34

        6.9 Spectrum Opportunities ......................................................   35

Article VII EQUIPMENT AND OPERATION OF SPECTRUM .........................................   35

        7.1 Transmission Equipment ......................................................   35

        7.2 Option to Purchase or Continue to Use Transmission Equipment ................   36

        7.3 Site Availability ...........................................................   36

        7.4 Use of Transmission Facilities Following Term of Primary Lease ..............   37

        7.5 Construction ................................................................   37

        7.6 Insurance ...................................................................   37

        7.7 Obligation to Operate .......................................................   38

        7.8 Inspection Rights ...........................................................   38

Article VIII INFORMATION AND REPORTING ..................................................   38

        8.1 Financial Statements ........................................................   38

        8.2 Spectrum and Operator Controlled Spectrum ...................................   39
</TABLE>

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       ii


<TABLE>
<S>                                                                                         <C>
Article IX REPRESENTATIONS AND WARRANTIES ...............................................   39

        9.1 By Operator .................................................................   39

        9.2 By Sprint ...................................................................   40

        9.3 Survival of Representations and Warranties ..................................   43

Article X DEFAULTS; TERMINATION .........................................................   43

        10.1 Termination for Loss of Authorizations or Primary Leases ...................   43

        10.2 Termination by Agreement or for Default ....................................   43

        10.3 Partial Termination for Default ............................................   45

        10.4 Breach of Representations and Warranties ...................................   45

        10.5 Other Remedies .............................................................   45

        10.6 Expenses ...................................................................   45

Article XI INDEMNIFICATION ..............................................................   45

        11.1 Indemnification by Sprint ..................................................   45

        11.2 Indemnification by Operator ................................................   46

        11.3 Claims for Indemnification .................................................   46

Article XII ASSIGNMENT ..................................................................   47

Article  XIII CONFIDENTIALITY [***] .....................................................   48

        13.1 Confidentiality ............................................................   48

        13.2 No Publicity Without Consent ...............................................   49

        13.3 [***] ......................................................................   49

Article XIV DISPUTES                                                                        50

        14.1 Dispute Resolution Through Arbitration                                         50

        14.2 Specific Performance                                                           51

        14.3 Jurisdiction and Venue                                                         51
</TABLE>

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                      iii


<TABLE>
<S>                                                                                         <C>
Article XV COVENANTS ....................................................................   51

        15.1 Compliance with Law ........................................................   51

        15.2 Wholesale Pricing ..........................................................   51

        15.3 Other Relationships ........................................................   52

Article XVI SPRINT'S TOWER FACILITIES ...................................................   52

Article XVII SPRINT'S RIGHT TO RECAPTURE MARKET .........................................   53

        17.1 Recapture Right ............................................................   53

        17.2 Put Option .................................................................   63

        17.3 Purchase Option ............................................................   68

        17.4 Fair Market Value Determination ............................................   72

Article XVIII INTERPRETATION AND CONTRACT ADMINISTRATION ................................   73

        18.1 Notices ....................................................................   73

        18.2 Interpretation and Construction ............................................   74

        18.3 Amendment and Waiver .......................................................   75

        18.4 Third Parties ..............................................................   75

        18.5 Entire Understanding .......................................................   75

        18.6 Severability ...............................................................   75

        18.7 Further Assistance .........................................................   75

        18.8 Force Majeure ..............................................................   76

        18.9 Counterparts ...............................................................   76

        18.10 Word Meanings .............................................................   76

        18.11 Reliance ..................................................................   76

        18.12 Survival of Obligations ...................................................   76

        18.13 Relationship of the Parties ...............................................   77

        18.14 Governing Law .............................................................   77
</TABLE>

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       iv



<TABLE>
<S>                                                                                         <C>
        18.15 Limitation of Liability ...................................................   77
</TABLE>

<TABLE>
<S>                    <C>
Schedule R-1           Sprint Subsidiaries
Schedule R-2           Primary Leases, Third Party Licensees and Leased Authorizations
Schedule R-3           Sprint Authorizations
Schedule R-4           Markets
Schedule 3.2           Consents
Schedule 3.2(b)        Disputed Primary Leases
Schedule 4.1           Sprint Primary Lease Duties
Schedule 4.3(b)        Non-Flex Use Primary Leases
Schedule 5.1(b)        Spectrum Management Fees
Schedule 5.2(b)        Sprint Management Fees for Leased Spectrum
Schedule 5.5           Existing Operator Controlled Spectrum
Schedule 6.3           Market Closing Payments
Schedule 6.4           Monthly Fees
Schedule 6.9           Spectrum Opportunities
Schedule 7.1(a)        Sprint Transmission Equipment
Schedule 7.1(b)        Equipment Service Level Requirements
Schedule 7.5           Construction Obligations
Schedule 9.1(f)        Financing Commitments
Schedule 9.2(c)        No Violation
Schedule 9.2(d)        Litigation
Schedule 9.2(e) (iii)  Pending Applications
Schedule 9.2(e) (iv)   Valid Authorizations
Schedule 9.2(e) (v)    Primary Lease Defaults
Schedule 9.2(e) (vi)   Tower Lease Defaults
Schedule 9.2(e) (vii)  Sprint Interference Consents
Schedule 9.2(e) (viii) Licensee Interference Consents
Schedule 16            Tower Leases
Schedule 17.1(h)       Example of Computation of Paid In Fees
Schedule 17.2(a)       Example of Computation of Put Price

Exhibit A              Form of Consent
Exhibit B              MHz Household Computation
Exhibit C              Transmission Facilities Operation and Maintenance Agreement
Exhibit D              Form of Licensee Notice
Exhibit E              Transition Services Agreement
Exhibit F              Parent Guaranty
Exhibit G              Put/Call Term Sheet
</TABLE>

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                        v


MARKET OPERATION, SPECTRUM LEASE AND SUBLICENSE AGREEMENT

            THIS MARKET OPERATION, SPECTRUM LEASE AND SUBLICENSE AGREEMENT
("Agreement") is entered into as of October 22, 2004 (the "Effective Date"), by
and among each of the wholly owned subsidiaries of Sprint Corporation identified
in Schedule R-1 attached hereto (each, a "Sprint Subsidiary" and collectively,
the "Sprint Subsidiaries" or "Sprint"), and Fixed Wireless Holdings, LLC
("Operator"). Sprint and Operator are also referred to in this Agreement as a
"Party" and collectively as the "Parties".

                             PRELIMINARY STATEMENTS

            Certain Sprint Subsidiaries are parties to the channel lease
agreements identified in Schedule R-2 attached hereto, pursuant to which the
respective subsidiaries lease certain Multichannel Multipoint Distribution
Service, Multipoint Distribution Service or Instructional Television Fixed
Service spectrum rights from the respective licensees which are parties to such
channel leases.

            Pursuant to each of the authorizations identified in Schedule R-3
attached hereto, certain Sprint Subsidiaries are authorized by the FCC to
construct and operate facilities utilizing the frequencies assigned to certain
FCC authorizations within the geographic areas designated therein and, in the
case of the Basic Trading Area authorizations, hold the right to utilize
additional frequencies in additional areas under certain conditions.

            Operator is in the business of acquiring, constructing and operating
an advanced high speed wireless data system and may, in the future, provide
voice, video, data or other communications services via microwave transmissions.
Operator desires to use (a) certain transmission capacity of the spectrum
licensed to certain Sprint Subsidiaries pursuant to the terms hereof and (b)
certain transmission capacity of the channels leased to Sprint by third party
licensees, pursuant to the terms hereof and the terms and conditions set forth
in the underlying channel leases.

            The Parties are entering into this Agreement with the intent that
Operator will construct and commence operation of an advanced high speed
wireless data system using such spectrum and that Operator may use such spectrum
for any other purposes now or hereafter allowed by the FCC's rules and policies.

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       1


                                   AGREEMENT

            In consideration of the premises and the mutual covenants,
agreements, undertakings, representations and warranties set forth in this
Agreement, and subject to the terms and conditions contained in this Agreement,
the Parties agree as follows:

                                    Article I
                                   DEFINITIONS

            For purposes of this Agreement, the following terms have the
meanings specified or referred to in this Article I:

            "AAA" has the meaning set forth in Section 14.1.

            "Acquisition Costs" has the meaning set forth in Section 17.1(h).

            "Agreement" means this Market Operation, Spectrum Lease and
Sublicense Agreement.

            "Applicable Percentage" has the meaning set forth in Section
17.1(h)

            "Authorization" means either a Sprint Authorization or Leased
Authorization and "Authorizations" means collectively the Sprint Authorizations
and Leased Authorizations.

            "Band Plan" has the meaning set forth in Section 5.6.

            "BRS" means Broadband Radio Service, as that term is defined in the
New FCC Order.

            "BTA" means Basic Trading Area, as that term is defined in the FCC
Rules.

            "Call Assignment Application" has the meaning set forth in Section
17.3(d)(i)

            "Call Closing" has the meaning set forth in Section 17.3(e).

            "Call Leased Spectrum Assignment Application" has the meaning set
forth in Section 17.3(d)(ii).

            "Call Leased Spectrum Assignment Notification" has the meaning set
forth in Section 17.3(d)(iii).

            "Call Notice" has the meaning set forth in Section 17.3(a).

            "Call Option" has the meaning set forth in Section 17.3(a).

            "Call Price" has the meaning set forth in Section 17.3(a).

            "Call Waiting Period" has the meaning set forth in Section 17.3(b)

            "Claiming Party" has the meaning set forth in Section 11.3.

            "Closed Market" has the meaning set forth in Section 2.2.

            "Closing" has the meaning set forth in Section 2.2.

            "Confidential Information" has the meaning set forth in Section
13.1.

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       2


            "Co-Proponent" means any Sprint Subsidiary or the Operator which is
then jointly serving as a Proponent to effectuate the transition of adjacent
markets pursuant to the FCC Market Transition Rules.

            "Consent" has the meaning set forth in Section 3.2(b).

            "Consent Date" has the meaning set forth in Section 3.2(b).

            "Construction Default" has the meaning set forth in Section 10.2.

            "Coordination Document" means any market coordination agreement,
interference consent or similar document consenting to facilities of another
licensee which would not otherwise be permitted under the FCC Rules.

            "Costs" means all costs and expenses of every kind that a Party pays
to any unrelated third-party arising out of the performance and administration
of this Agreement, including legal fees, engineering fees, consulting fees, and
all expenses incurred in providing such services, regulatory fees and all taxes
other than income taxes and payroll taxes.

            "Current FCC Rules" means the Title 47 U.S. Code of Federal
Regulations and the policies of the FCC as in effect as of the Effective Date.

            "EBS" means Educational Broadband Service, as that term is defined
in the New FCC Order.

            "Effective Date" means the date first written above.

            "Efforts" means the efforts that a reasonably prudent person or
entity desirous of achieving a result would use in similar circumstances to
ensure that such result is achieved; provided, however, that an obligation to
use Efforts under this Agreement does not require the Party subject to that
obligation to take actions or incur costs that would result in a materially
adverse change in the benefits such Party expects to realize from this
Agreement.

            "Eligible Spectrum" has the meaning set forth in Section 17.1(a).

            "Engineering Arbitrator" has the meaning set forth in Section 14.1.

            "FCC" means the Federal Communications Commission.

            "FCC Lease Applications" has the meaning set forth in Section
3.1(c).

            "FCC Market Transition Rules" has the meaning set forth in Section
5.7.

            "FCC Rules" means Title 47 U.S. Code of Federal Regulations and the
policies of the FCC, as each may be amended from time to time.

            "Final Order" means an order of the FCC which is effective, which is
not subject to any petition for reconsideration, petition to deny or informal
objection, application for review, notice of appeal, petition for writ of
certiorari or request for stay and the time for any Party to seek such relief or
for the FCC to grant such relief sua sponte has expired.

            "Financial Statements' has the meaning set forth in Section 9.1(e).

            "GSA" means Geographic Service Area as that term is defined in the
New FCC Order.

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       3


            "Guarantor" means Clearwire Corporation, a Delaware corporation, and
its successors and assigns.

            "Indemnifying Party" has the meaning set forth in Section 11.3.

            "Initial Closing Date" means the date upon which the first Closing
occurs with respect to any of the Markets.

            "Initial Fee" has the meaning set forth in Section 6.3.

            "Initial Term" has the meaning set forth in Section 2.1.

            "Investment Costs" has the meaning set forth in Section 17.1(h).

            "ITFS" means Instructional Television Fixed Service, as such term is
defined in the Current FCC Rules. Pursuant to the New FCC Order, the FCC has
changed the name of ITFS to EBS and therefore following the date on which the
rules promulgated pursuant to the New FCC Order become effective, the term
"ITFS" as used herein will be deemed to mean "EBS".

            "Leased Authorization" means, subject to adjustment as provided in
this Agreement, (a) each authorization listed in Schedule R-2 which is
attributable to a Closed Market, and (b) any FCC authorization for ITFS or MDS
spectrum which is now or hereafter considered Leased Spectrum. Upon any Market
becoming a Closed Market, any authorization listed in Schedule R-2 attributable
to such newly Closed Market will automatically be considered as a Leased
Authorization for purposes of this Agreement. Each and every Leased
Authorization is collectively referred to herein as the "Leased Authorizations".

            "Leased Spectrum" means the spectrum which is leased by a Sprint
Subsidiary from a third party and which Operator is entitled to use pursuant to
the terms of this Agreement, including, (a) subject to the terms of Section
3.2(b), all spectrum listed in Schedule R-2 which is attributable to a Closed
Market and (b) any ITFS or MDS spectrum which is hereafter leased to a Sprint
Subsidiary, or which a Sprint Subsidiary is otherwise entitled to use in the
Markets, pursuant to any contractual arrangement, and which is leased to
Operator pursuant to the terms of Section 5.5 of this Agreement. Upon any Market
becoming a Closed Market, subject to Section 3.2(b), any spectrum listed in
Schedule R-2 attributable to such newly Closed Market will automatically be
considered as Leased Spectrum for purposes of this Agreement.

            "Licensees" means collectively the Third Party Licensees and the
Sprint Licensees.

            "Long Term De Facto Lease Transfer Effective Date" has the meaning
set forth in Section 3.1(d).

            "Market" means any BTA listed on Schedule R-4 attached hereto or the
[***] Geographic Service Area (as such term is defined in the New FCC Order),
and "Markets" means all BTAs listed on Schedule R-4 and the [***] Geographic
Service Area.

            "Market Closing" has the meaning set forth in Section 2.5.

            "Market Closing Date" has the meaning set forth in Section 2.5.

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

[*** Confidential Treatment Requested]

                                       4


            "Market Closing Payments" means those payments identified and
allocated by Market in Schedule 6.3 and which are due and payable to Sprint on
the Initial Closing Date and each subsequent Market Closing Date.

            "MDS" means collectively Multichannel Multipoint Distribution
Service and Multipoint Distribution Service, as such terms are defined in the
Current FCC Rules. Pursuant to the New FCC Order, the FCC has changed the name
of MDS to BRS and therefore following the date on which the rules promulgated
pursuant to the New FCC Order become effective, the term "MDS" as used herein
will be deemed to mean "BRS."

            "MHz Households" means the MHz per household in any given Market as
determined in accordance with the methodology set forth in Exhibit B.

            "Minimum Number of Markets" has the meaning set forth in Section
2.3(b).

            "Monthly Fee" has the meaning set forth in Section 6.4.

            "Monthly Gross Revenues" has the meaning set forth in Section 6.8.

            "New FCC Order" means that certain Report and Order and Further
Notice of Proposed Rulemaking dated June 10, 2004 in WT Docket No. 03-66 and
several related dockets, and which was released by the FCC on My 29, 2004.

            "Operator" means Fixed Wireless Holdings, LLC, a Delaware limited
liability company, and its permitted successors and assigns.

            "Operator Acquisition Expenses" has the meaning set forth in Section
17.1(h).

            "Operator Affiliate" means (a) Guarantor, for so long as it controls
Operator, (b) any entity other than Guarantor which directly has the power to
vote by ownership, proxy, contract or otherwise, securities constituting 50% or
more of the voting securities of Operator or direct the appointment of 50% or
more of the membership of the board or similar governing body of Operator, (c)
any entity or person which is owned or controlled by Operator and (d) any entity
which Guarantor controls, for so long as Guarantor controls Operator. For the
purpose of this definition, an entity or person will be deemed to "control"
another entity if (and only for so long as) such entity has the right to
directly or indirectly (a) vote by ownership, proxy, contract or otherwise,
securities constituting 50% or more of the voting securities of an entity, or
(b) appoint 50% or more of the membership on the board or similar governing body
of an entity.

            "Operator Contributed Proportion" has the meaning set forth in
Section 17.1(h).

            "Operator Controlled Spectrum" means collectively the Operator
Leased Spectrum and Operator Owned Spectrum.

            "Operator Indemnitee(s)" has the meaning set forth in Section 11.1.

            "Operator Leased Spectrum" means any MDS or ITFS spectrum rights
held or hereafter acquired by Operator or any Operator Affiliate in any Closed
Market pursuant to a contractual agreement with a party which is not a Sprint
Subsidiary where the Operator or Operator Affiliate is not, or does not become,
the licensee of said spectrum. For avoidance of doubt, as of the Effective Date
the spectrum rights listed on Schedule 5.5 which Operator or any Operator
Affiliate is, or will be, entitled to use pursuant to a contractual agreement,
is Operator Leased Spectrum for purposes of this Agreement (as of the effective
date of such contractual

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       5


agreement); provided that the Markets to which such spectrum is attributable are
Closed Markets.

            "Operator Owned Spectrum" means any MDS or ITFS spectrum rights held
or hereafter acquired by Operator or any Operator Affiliate in any Closed
Market, where Operator or such Operator Affiliate is or becomes the licensee for
said spectrum. For avoidance of doubt, as of the Effective Date the spectrum
rights listed on Schedule 5.5 which is, or will be, licensed to Operator or any
Operate Affiliate is Operator Owned Spectrum for the purpose of this Agreement
(as of such time as such spectrum right is assigned to or acquired by Operator
or an Operator Affiliate); provided that the Markets to which such spectrum is
attributable are Closed Markets.

            "Operator Transmission Equipment" has the meaning set forth in
Section 7.1.

            "Owned Spectrum Assignment Application" has the meaning set forth in
Section 17.1(e)(i).

            "Paid In Fees" has the meaning set forth in Section 17.1(h).

            "Parent Guaranty" has the meaning set forth in Section 6.8.

            "Party" means either Sprint or Operator and "Parties" means both
Sprint and Operator.

            "Potential Spectrum" has the meaning set forth in Section 6.9.

            "Primary Lease" means each channel lease agreement identified in
Schedule R-2 which is attributable to a Closed Market and any new channel lease
agreement pursuant to which any Sprint Subsidiary becomes entitled to use any
ITFS or MDS channels for commercial purposes in Region 1 and which are subleased
to Operator pursuant to Section 5.5 of this Agreement, as each may be amended or
extended as contemplated herein. Upon any Market becoming a Closed Market, any
channel lease agreement listed in Schedule R-2 attributable to such newly Closed
Market and any new channel lease agreement which channels are applicable to a
Closed Market and which are subleased to Operator pursuant to Section 5.5 will
automatically be considered as a Primary Lease for purposes of this Agreement.
Each and every Primary Lease from time to time in effect are herein collectively
referred to as the "Primary Leases".

            "Primary Lease Costs" has the meaning set forth in Section 6.1.

            "Primary Lease Fees" has the meaning set forth in Section 6.1.

            "Primary Lease Reimbursements" has the meaning set forth in Section
6.1.

            "Prohibited Entity" has the meaning set forth in Article XII.

            "Proponent" has the meaning set forth in the FCC Market Transition
Rules.

            "Proposed Leased Authorizations" means all of the authorizations
listed in Schedule R-2 or any FCC authorizations covering any Proposed Leased
Spectrum.

            "Proposed Primary Leases" means all of the third party lease
agreements with Sprint set forth in Schedule R-2.

            "Proposed Leased Spectrum" means the spectrum which is leased by a
Sprint Subsidiary from a third party and which is listed in Schedule R-2.

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       6


            "Proposed Spectrum" means the Proposed Sprint Spectrum and the
Proposed Leased Spectrum.

            "Proposed Sprint Spectrum" means all of the spectrum which is listed
in Schedule R-3.

            "Put Assignment Application" has the meaning set forth in Section
17.2(d)(i).

            "Put/Call Term Sheet" has the meaning set forth in Section 17.2(d).

            "Put Closing" has the meaning set forth in Section 17.2(e).

            "Put Leased Spectrum Assignment Application" has the meaning set
forth in Section 17.2(d)(ii).

            "Put Leased Spectrum Assignment Notification" has the meaning set
forth in Section 17.2(d)(iii).

            "Put Notice" has the meaning set forth in Section 17.2(a).

            "Put Price" has the meaning set forth in Section 17.2(a).

            "Recapture Closing" has the meaning set forth in Section 17.1(f).

            "Recapture Notice" has the meaning set forth in Section 17.1(a).

            "Recaptured Lease Assignment Application" has the meaning set forth
in Section 17.1(e)(ii).

            "Recaptured Lease Assignment Notification" has the meaning set forth
in Section 17.1(e)(iii).

            "Recapture Price" has the meaning set forth in Section 17.1(h)

            "Recaptured Spectrum" has the meaning set forth in Section 17.1(a).

            "Region 1" means collectively all Markets.

            "Rejected Lease Credit" has the meaning set forth in Section 3.2(b).

            "Rejected Lease Fee" has the meaning set forth in Section 3.2(b).

            "Rejected Lease Initial Fee" has the meaning set forth in Section
3.2(b).

            "Rejected Primary Lease" has the meaning set forth in Section
3.2(b).

            "Renewal Term" has the meaning set forth in Section 2.1.

            "Revenue Threshold" has the meaning set forth in Section 6.8.

            "Rules" has the meaning set forth in Section 14.1.

            "Security" has the meaning set forth in Section 6.8.

            "Spectrum" means collectively, the Leased Spectrum and Sprint
Spectrum.

            "Spectrum Development Cap" has the meaning set forth in Section
4.3(b).

            "Spectrum Grouping" has the meaning set forth in Section 17.1(c)(i).

            "Spectrum Grouping Criteria" has the meaning set forth in Section
17.1(d).

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       7


            "Sprint" means collectively all Sprint Subsidiaries.

            "Sprint Authorization" means (a) any FCC authorization identified in
Schedule R-3 attributable to a Closed Market, and (b) any FCC authorization
hereafter issued by the FCC to, or acquired by, any Sprint Subsidiary to
construct and operate MDS or ITFS facilities assigned to such authorization
within a Closed Market and which is leased to Operator as contemplated pursuant
to this Agreement. Each and every Sprint Authorization from time to time in
effect are herein collectively referred to as the "Sprint Authorizations" Sprint
Authorizations do not include any FCC authorizations acquired by any Sprint
Subsidiary pursuant to Section 17.1.

            "Sprint Contributed Proportion" has the meaning set forth in Section
17.1(h).

            "Sprint Entity" means Sprint Corporation and any subsidiary of
Sprint Corporation.

            "Sprint Indemnitee(s)" has the meaning set forth in Section 11.2.

            "Sprint Licensee" means any Sprint Subsidiary which holds a Sprint
Authorization which is then subject to the terms of this Agreement. Each and
every Sprint Licensee is collectively referred to herein as the "Sprint
Licensees".

            "Sprint Renewal Application" has the meaning set forth in Section
3.1(g).

            "Sprint Spectrum" means the frequencies that the Sprint Licensees
are authorized at any given time to utilize pursuant to the Sprint
Authorizations within the geographic areas designated therein, provided that
such Sprint Authorizations are attributable to a Closed Market. Upon any Market
becoming a Closed Market, any spectrum listed in Schedule R-3 attributable to
such newly Closed Market will automatically be considered as Sprint Spectrum for
purposes of this Agreement, provided that the corresponding Sprint Authorization
is in full force and effect.

            "Sprint Subsidiary" means of any of the wholly owned subsidiaries of
Sprint Corporation which are identified on Schedule R-1 attached hereto, and
each of their respective successors and assigns.

            "Sprint Subsidiaries" means collectively, each and every Sprint
Subsidiary.

            "Sprint Transmission Equipment" has the meaning set forth in Section
7.1.

            "Sprint's Pro Rata Share" has the meaning set forth in Section 17.1
(k).

            "Substitute Tower Lease" has the meaning set forth in Section 2.8.

            "Term" has the meaning set forth in Section 2.1.

            "Third Party Licensee" means any person or entity, other than a
Sprint Entity, which may be from time to time a party to a Primary Lease. Each
and every Third Party Licensee is collectively referred to herein as "Third
Party Licensees".

            "Towers" has the meaning set forth in Article XVI.

            "Tower Leases" has the meaning set forth in Article XVI.

            "Tower Sublease Consent" has the meaning set forth in Article XVI.

            "Tower Subleases" has the meaning set forth in Article XVI.

            "Transition Costs" has the meaning set forth in Section 17.1(h).

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                                       8


            "Transition Plan" has the meaning set forth in the FCC Market
Transition Rules.

            "Transition Services Agreement' has the meaning set forth in Section
5.4.

            "Transmission Equipment" has the meaning set forth in Section 7.1.

            "Transmission Facilities Operation and Maintenance Agreement" has
the meaning set forth in Section 3.2(d).

            "Unilateral Action" has the meaning set forth in Section 5.1(a).

            "Unincorporated Spectrum" has the meaning set forth in Section 17.1
(a).

                                   Article II
                     ROLLING CLOSING AND CLOSING CONDITIONS

            2.1   Term. Subject to the provisions for earlier termination
contained in Article X and Section 18.6, this Agreement will extend for: (a) an
initial term of [***] from the Initial Closing Date (the "Initial Term") and (b)
one additional term of [***] (the "Renewal Term") unless Operator notifies
Sprint at least [***] before the end of the Initial Term that Operator elects
not to extend this Agreement for the Renewal Term. The Initial Term and Renewal
Term, if it becomes effective, are herein referred to collectively as the
"Term".

            2.2   Rolling Closings. The Parties acknowledge that it is in their
respective best interests for the sublease of the spectrum set forth in Schedule
R-2 and the lease of the spectrum set forth in Schedule R-3 contemplated
pursuant to this Agreement be consummated as soon as reasonably practical.
Furthermore, the Parties acknowledge that it may not be practical to consummate
the lease and sublease contemplated pursuant to this Agreement with respect to
all Markets at the same time. Therefore, the various leases, sublease and
licenses contemplated pursuant to this Agreement may take effect (each a
"Closing") as to each Market at different times in the manner described in this
Article II. Upon a Closing having occurred with respect to any Market, such
Market will be a "Closed Market" for purposes of this Agreement.

            2.3   Initial Closing.

              (a) Upon the Initial Closing Date, Operator will have all the
      rights granted herein with respect to Spectrum and Sprint Transmission
      Equipment in each Market that is the subject of such Closing.

              (b) Following the date on which Sprint and Operator have obtained
      Tower Lease Consents to enter into Tower Subleases or have procured
      Substitute Tower Leases, or combination thereof, for at least five
      Markets, which Markets, along with those Markets identified in the last
      two sentences of this Section 3.2(b), will include without limitation at
      least four of the top ten Markets as determined by the number of
      households in each Market ("Minimum Number of Markets"), Sprint will
      proceed with the initial Closing by providing Operator with notice of
      Sprint's selection of a date which is no sooner than 10 days following
      such notice and no later than 180 days following the Effective Date and
      such date will be the Initial Closing Date. If Sprint and Operator have
      obtained Tower Lease Consents to enter into Tower Subleases or

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       9

      have procured Substitute Tower Leases for the Minimum Number of Markets
      and Sprint fails to provide such notice, then the Initial Closing Date
      will occur on the earlier of the 30th day following the date that Sprint
      and Operator have obtained the Tower Sublease Consents or Substitute Tower
      Leases for the Minimum Number of Markets or the 180th day following the
      Effective Date. The Parties acknowledge that Sprint does not have any
      tower facilities in the following Markets and that such Markets will
      become Closed Markets on the Initial Closing Date without any condition of
      a Tower Sublease Consent or Substitute Tower Lease: [***] The Parties
      acknowledge that a Sprint Subsidiary owns the tower facilities in the
      [***] Market and that such Market will become a Closed Market on the
      Initial Closing Date, subject to such Sprint Subsidiary and Operator
      entering into a lease agreement as mutually agreed upon for such tower
      facilities.

              (c) Following the selection or determination of the Initial
      Closing Date, the Parties will proceed with Closing with respect to all
      applicable Markets, provided that:

                        (i) The following conditions to Operator's obligation to
            proceed with Initial Closing Date are satisfied or waived by
            Operator:

                        (A) Sprint will have delivered to Operator Tower
                  Subleases (with any required Tower Sublease Consents) and
                  Substitute Tower Leases for at least the Minimum Number of
                  Markets.

                        (B) Sprint will have delivered to Operator all documents
                  referenced in Section 2.4(a) hereof.

                        (C) As of the Initial Closing Date there will exist no
                  valid order, statute, rule, regulation, executive order, stay,
                  decree, judgment or injunction which prohibits or prevents the
                  consummation of the transactions contemplated by this
                  Agreement.

                        (D) All representations and warranties made by Sprint in
                  or pursuant to this Agreement will be true and correct in all
                  material respects, except for those representations and
                  warranties that are qualified as to materiality which will be
                  true and correct in all respects, on and as of the Initial
                  Closing Date with the same effect as if such representations
                  and warranties had been made on and as of the Initial Closing
                  Date, except to the extent that any such representation or
                  warranty by its terms relates to an earlier date, and except
                  to the extent that any change is expressly permitted by the
                  terms of this Agreement or expressly consented to in writing
                  by Operator.

                        (E) Sprint will have performed or complied in all
                  material respects with all covenants, agreements and
                  conditions contained in this

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                                       10


                  Agreement required to be performed or complied with at or
                  prior to the Initial Closing Date.

                        (ii) The following conditions to Sprint's obligation to
            proceed with Initial Closing Date are satisfied or waived by Sprint:

                        (A) Operator will have delivered to Sprint all items
                  referenced in Section 2.4(b) hereof.

                        (B) As of the Initial Closing Date there will exist no
                  valid order, statute, rule, regulation, executive order, stay,
                  decree, judgment or injunction which prohibits or prevents the
                  consummation of the transactions contemplated by this
                  Agreement.

                        (C) All representations and warranties made by Operator
                  in or pursuant to this Agreement will be true and correct in
                  all material respects, except for those representations and
                  warranties that are qualified as to materiality which will be
                  true and correct in all respects, on and as of the Initial
                  Closing Date with the same effect as if such representations
                  and warranties had been made on and as of the Initial Closing
                  Date, except to the extent that any such representation or
                  warranty by its terms relates to an earlier date, and except
                  to the extent that any change that is expressly permitted by
                  the terms of this Agreement or expressly consented to in
                  writing by Operator.

                        (D) Operator will have performed or complied in all
                  material respects with all covenants, agreements and
                  conditions contained in this Agreement required to be
                  performed or complied with at or prior to the Initial Closing
                  Date.

                        (E) Operator will have paid Sprint all Market Closing
                  Payments for each Market Closing on the Initial Closing Date.

            2.4 Deliveries on Initial Closing Date.

              (a) On the Initial Closing Date, Sprint will deliver to Operator:

                        (i) Each Tower Sublease (with any required Tower
            Sublease Consent) or, as applicable, Substitute Tower Lease for the
            Markets then Closing, duly executed by the appropriate Sprint
            Subsidiary;

                        (ii) A cross receipt executed by an officer of Sprint
            identifying each of the Markets subject to such Closing and
            acknowledging that each such Market is a Closed Market for purposes
            of this Agreement;

                        (iii) Each Consent attributable to the Market then
            Closing which Sprint has obtained;

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                                       11


                        (iv) The Spectrum Operation Agreement duly executed by
            Sprint;

                        (v) The tower lease for the [***] Market duly executed
            by the appropriate Sprint Subsidiary;

                        (vi) The Transition Services Agreement duly executed by
            Sprint; and

                        (vii) A certificate duly executed by Sprint that all of
            the conditions set forth in Section 2.3(c)(i) have been satisfied.

              (b) On the Initial Closing Date, Operator will deliver to Sprint:

                        (i) Each Tower Sublease (along with any required Tower
            Sublease Consent) for the Markets then Closing, duly executed by
            Operator;

                        (ii) The Parent Guaranty, duly executed by Guarantor;

                        (iii) A cross receipt executed by an officer of Operator
            identifying each of the Markets subject to such Closing, and
            acknowledging that each such Market is a Closed Market for purposes
            of this Agreement;

                        (iv) The Spectrum Operation Agreement duly executed by
            Operator;

                        (v) The Transition Services Agreement duly executed by
            Operator;

                        (vi) The tower lease for the [***] Market duly executed
            by the appropriate Sprint Subsidiary;

                        (vii) Operator will have paid to Sprint the Market
            Closing Payments for all of the Markets which are closing on the
            Initial Closing Date; and

                        (viii) A certificate duly executed by Operator that all
            of the conditions set forth in Section 2.3(c)(ii) have been
            satisfied.

            2.5 Market Closings. Following the Initial Closing Date, from time
to time or all at once, at such time as Sprint or Operator obtains a Tower
Sublease Consent for an applicable Tower Sublease or a Substitute Tower Lease
for a Market which is not a Closed Market, the Parties will proceed to Closing
pursuant to the terms set forth in this Section 2.5 with respect to each such
Market (each a "Market Closing"). Each Market Closing will occur on a date (a
"Market Closing Date") mutually agreed upon by the Parties, provided however,
that as long as there exists no valid order, statute, rule, regulation,
executive order, stay, decree, judgment or injunction which prohibits or
prevents such Market Closing, such Market Closing will not occur later than 15
days following the date on which Sprint receives the Tower Sublease Consent for
an applicable Tower Sublease for such Market or Sprint provides a Substitute
Tower

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                                       12


Lease for such Market. Upon each Market Closing, Operator will have all the
rights granted herein with respect to the Spectrum and Sprint Transmission
Equipment in each such Closed Market.

            2.6 Deliveries on the Rolling Market Closing Date.

              (a) On each Market Closing Date, Sprint will deliver to Operator:
      (i) the Tower Sublease for such Market, along with any required Tower
      Sublease Consent, or the Substitute Tower Lease for each such Market, (ii)
      a certificate executed by an officer of Sprint identifying each of the
      Markets subject to such Closing, and acknowledging that each such Market
      is a Closed Market for purposes of this Agreement, and (iii) each Consent
      attributable to the Markets then Closing which Sprint has obtained.

              (b) On each Market Closing Date, and with respect to each Market
      then Closing, Operator will: (i) pay Sprint all Market Closing Payments
      for the Markets then Closing, and (ii) deliver a certificate executed by
      an officer of Operator identifying each of the Markets subject to such
      Closing, and acknowledging that each such Market is a Closed Market for
      purposes of this Agreement.

              (c) Commencing with each Market Closing Date, the Monthly Fee
      otherwise payable pursuant to Section 6.4 will be increased by an amount
      equal to the amount corresponding to such Closed Market on Schedule 6.4
      attached hereto.

            2.7 Termination Date.

              (a) At the election of either Party, this Agreement will terminate
      on the 10th day following the notice of such electing Party's intent to
      terminate this Agreement if the Initial Closing Date has not occurred on
      or before the 180th day following the Effective Date, provided, however
      that a Party may not terminate this Agreement if the Initial Closing Date
      has not occurred as a result of that Party's failure to comply with its
      obligations under this Agreement.

              (b) Each Party's right of termination under this Section 2.7 is in
      addition to any other rights it may have under this Agreement or
      otherwise, and the exercise of a right of termination will not be an
      election of remedies. If this Agreement is terminated pursuant to this
      Section 2.7, all further obligations of the Parties under this Agreement
      will terminate, except the obligations in Article XIII will survive.

              (c) Except as otherwise specifically provided in this Agreement,
      if this Agreement terminates for any reason other than (i) the Tower
      Sublease Consents or Substitute Tower Leases for the Minimum Number of
      Markets as contemplated pursuant to Section 2.3(b) having not been
      obtained, (ii) the existence of any valid order, statute, rule,
      regulation, executive order, stay, decree, judgment, or injunction which
      prohibited or prevented any such Market Closings or (iii) Sprint's failure
      to comply with its obligations under this Agreement, then Sprint will
      retain the Initial Fee. Otherwise the Initial Fee will be refunded within
      5 business days of any such termination.

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                                       13


            2.8 Tower Lease Consents. For a period of 180 days following the
Effective Date, Sprint will use Efforts to obtain the Tower Sublease Consents
for all Tower Subleases for the Tower Leases identified in Schedule 16 and which
are denoted therein as requiring the landlord's consent. At any time during the
18 months following the Initial Closing Date, Sprint may deliver a Tower
Sublease Consent for any Tower which is located in a Market which is not a
Closed Market or a lease for other suitable replacement tower facilities
("Substitute Tower Lease") on financial terms and conditions at least as
favorable to Operator as the relevant Tower Lease being replaced and such
Substitute Tower Lease will automatically take the place of such Tower Lease for
purposes of this Agreement. Upon delivery of such Tower Sublease Consent or
Substitute Tower Lease, the Parties will proceed to Closing with respect to such
Market as contemplated pursuant to Section 2.6. In addition, if at any time
during such eighteen (18) month period, Operator elects, by written notice to
Sprint, to lease or sublease the spectrum in a Market which is not a Closed
Market even though the Tower Sublease Consent or a Substitute Tower Sublease has
not been procured for such Market, then the Parties will proceed to Closing with
respect to such Market pursuant to Section 2.6. In such case, Sprint will have
no liability whatsoever for the failure to obtain a Tower Sublease Consent or a
Substitute Tower Lease for such Market. To the extent that any Tower Sublease or
Substitute Tower Lease is not obtained within a reasonable period of time, the
obligations of Operator set forth in Section 7.7 will be adjusted appropriately.
If a Tower Sublease Consent or a Substitute Tower Lease with respect to any
Market is not obtained within 18 months following the Initial Closing Date then,
provided that Sprint provides Operator with notice of its intent to lease or
otherwise transfer spectrum in Markets which are not Closed Markets and Operator
does not elect to proceed to Closing without a Tower Sublease Consent or
Substitute Tower Lease within 30 days of such notice, Sprint's obligations set
forth in Section 2.9 will terminate with respect to such Market in which case
Sprint may then enter into any transaction with respect to the spectrum in any
such Markets with any other party and Sections 5.5 and 13.3 will thereafter no
longer be applicable to any such Markets.

            2.9 Covenants Pending Closing.

              (a) Except as otherwise specified herein, from and after the
      Effective Date, each Party will use its Efforts to take, or cause to be
      taken, all actions, and to do, or cause to be done, all things necessary,
      proper or advisable and consistent with applicable law to perform its
      obligations under this Agreement to facilitate the Closing of the Markets
      and to satisfy its respective conditions to Closing.

              (b) From and after the Effective Date, but subject to the terms of
      Section 2.8, Sprint will not enter into any agreement, arrangement or
      understanding to, or otherwise offer or commit to sell, transfer, assign,
      lease or dispose of any of the spectrum identified on Schedule R-2 and
      Schedule R-3. Notwithstanding the preceding sentence, this Section 2.9(b)
      will not apply to (i) any spectrum in a Closed Market which becomes
      Recaptured Spectrum or which is no longer leased or subleased, as
      applicable, by Operator pursuant to this Agreement, (ii) any sale, lease,
      transfer, assignment, or other disposition which takes effect after the
      Term, and (iii) any sale, lease, transfer, assignment, or other
      disposition of any spectrum rights provided that such spectrum rights
      remain subject to the terms of this Agreement.

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       14


              (c) From and after the Effective Date through the Initial Closing
      Date and/or Market Closing Date, as applicable, but subject to the
      provisions of Section 2.8 and Section 3.2(b), Sprint will make all
      required payments and perform all material obligations then required under
      each channel lease agreement identified in Schedule R-2 which is
      attributable to any Market which is not a Closed Market. From and after
      the Effective Date through the applicable Initial Closing Date or Market
      Closing Date, Sprint will, consistent with its past business practices and
      procedures, maintain all necessary qualifications to hold and obtain
      renewal in the ordinary course all authorizations identified in Schedule
      R-3 which are attributable to any Market which is not a Closed Market.

                                   Article III
              LEASE OF SPRINT SPECTRUM; USE OF THIRD PARTY SPECTRUM

                  3.1 Lease of Sprint Spectrum.

              (a) Operator's right to use any Proposed Sprint Spectrum in any
      given Market is subject to the Initial Closing Date or a Market Closing
      Date having occurred for such Market. Commencing with the Initial Closing
      Date, and subject to the terms and conditions of this Agreement, each
      Sprint Licensee will lease its respective Sprint Spectrum to Operator for
      the duration of the Term. Subject to the terms of this Agreement, the
      Sprint Authorizations, the FCC Rules, the Initial Closing Date and the
      applicable Market Closing Date having occurred, Operator may use all of
      the currently and potentially available capacity on the Sprint Spectrum
      during the Term for any purpose now or hereafter allowed by FCC Rules.

              (b) The parties acknowledge that on July 29, 2004 the FCC released
      the New FCC Order in which the FCC substantially modified the FCC Rules
      applicable to MDS and ITFS, but that the new FCC Rules have not yet become
      effective. It is the intent of the Parties that this Agreement be
      interpreted in a manner consistent with the Current FCC Rules until such
      modified FCC Rules become effective and that thereafter this Agreement be
      interpreted in a manner consistent with the modified FCC Rules.
      Specifically, Operator and the Sprint Licensees acknowledge that in the
      New FCC Order, the FCC has adopted rules permitting long term de facto
      transfer leasing by MDS licensees, but that such rules have not become
      effective as of the Effective Date. Until the Long Term De Facto Transfer
      Lease Effective Date (as defined herein) with respect to any given Sprint
      Spectrum, the lease of such Sprint Spectrum pursuant to this Agreement
      will be deemed to be, and will be interpreted as, a lease of all of the
      currently and potentially available capacity on the Sprint Spectrum
      pursuant to the Current FCC Rules which govern the leasing of MDS
      capacity. Notwithstanding any provision herein to the contrary, until the
      Long Term De Facto Transfer Lease Effective Date, each Sprint Licensee
      will exercise such de jure and de facto control over the construction and
      operations of all facilities authorized pursuant to its respective Sprint
      Authorizations as is required by the Current FCC Rules, and each Third
      Party Licensee will exercise such de jure and de facto control over the

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       15


      construction and operations of all facilities authorized pursuant to their
      respective Leased Authorizations as is required by the Current FCC Rules.

              (c) The Sprint Licensees and Operator will use Efforts to prepare
      all application forms and related exhibits, certifications and other
      documents necessary to secure the FCC's consent to the long term de facto
      transfer leasing of all of the Proposed Sprint Spectrum ("FCC Lease
      Applications") and to file the FCC Lease Applications within 5 business
      days following the later of (i) the date the FCC Rules permitting MDS
      licensees to engage in long term de facto transfer leasing become
      effective and (ii) the Effective Date. Subsequently, the Sprint Licensees
      and Operator each will promptly and diligently prepare, file and prosecute
      all necessary amendments, briefs, pleadings, petitions for
      reconsideration, applications for review, waiver requests, documents and
      supporting data, and take all such actions and give all such notices as
      may be required or requested by the FCC or as may be appropriate to
      expedite the grant of each FCC Lease Application without conditions
      materially adverse to the respective Sprint Licensee or Operator. If any
      person or entity petitions the FCC to deny one or more of the FCC Lease
      Applications, or if the FCC grants such applications and any person or
      entity petitions for reconsideration or review of such grant before the
      FCC or appeals or applies for review in any judicial proceeding, then the
      respective Sprint Licensee and Operator will use their Efforts to oppose
      such petition before the FCC or defend such grant by the FCC. If the FCC
      denies one or more of the FCC Lease Applications or grants one or more of
      such applications with conditions materially adverse to Operator or the
      relevant Sprint Licensee, then if requested to do so by such adversely
      affected Party, such Party and the other relevant Party will use their
      Efforts to secure reconsideration or review of such action. Operator will
      be responsible for the payment of all Costs that the Sprint Licensees
      incur in connection with their performance under this Section 3.1 (c),
      including all application fees imposed by the FCC on the filing of the FCC
      Lease Applications and all legal fees incurred in the preparation and
      prosecution of the FCC Lease Applications.

              (d) With respect to any given Sprint Spectrum, the "Long Term De
      Facto Transfer Lease Effective Date" will be the later of (i) the date on
      which the FCC's grant of the respective FCC Lease Application becomes a
      Final Order, or (ii) the applicable Market Closing Date or Initial Closing
      Date. This Agreement will be deemed to be, and will be interpreted as, a
      long term de facto transfer lease with respect to such Sprint Spectrum
      immediately upon the Long Term De Facto Transfer Lease Effective Date with
      respect to such Sprint Spectrum, without further action by the Sprint
      Licensee or Operator. Upon the Long Term De Facto Transfer Lease Effective
      Date with respect to any given Sprint Spectrum and subject to the terms
      set forth herein, including those set forth in Article V hereof, the
      maximum control over and responsibility for the construction and operation
      of facilities utilizing such Sprint Spectrum and compliance with the FCC
      Rules will automatically be transferred to Operator and the relevant
      Sprint Licensee will be relieved of such responsibility to the maximum
      extent permitted by the FCC Rules. Notwithstanding the foregoing, during
      the Term each Sprint Licensee will remain in de jure control of its Sprint
      Authorizations and will remain in de facto control over any Sprint
      Spectrum for which the Long Term De Facto Transfer Lease Effective Date
      has not occurred. During the Term, Operator will not hold itself

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       16


      out to the public as the de jure licensee of any of the Sprint
      Authorizations or take any action inconsistent with or contrary to the
      relevant Sprint Licensee's de jure control over its Sprint Authorizations.

              (e) Notwithstanding anything contained herein to the contrary: (i)
      Operator will comply at all times with the FCC Rules and all other
      applicable laws; (ii) this Agreement may be revoked, cancelled, or
      terminated by Sprint pursuant to Section 10.2 or by the FCC if Operator
      fails to comply with the FCC Rules and other applicable laws related
      hereto; (iii) if any Sprint Authorization is revoked, cancelled,
      terminated, or otherwise ceases to be in effect, Operator will have no
      continuing authority or right to use the Sprint Spectrum authorized
      pursuant to that Sprint Authorization, unless otherwise authorized by the
      FCC, nor will it have any continuing obligations with respect thereto;
      (iv) this Agreement is not an assignment, sale, or other type of
      irrevocable transfer of the Sprint Authorizations; (v) this Agreement will
      not be assigned to any entity that is ineligible or unqualified to enter
      into a spectrum leasing arrangement under the FCC Rules; and (vi) Sprint
      will not consent to an assignment of this Agreement unless such assignment
      complies with applicable FCC Rules.

              (f) Notwithstanding anything to the contrary contained herein, the
      lease for the Sprint Spectrum authorized pursuant to a given Sprint
      Authorization will not extend beyond: (i) the date such Sprint
      Authorization expires by its terms; provided, however that if a
      timely-filed application for renewal is submitted, the lease for the
      Sprint Spectrum authorized pursuant to such Sprint Authorization will not
      cease unless and until such application for renewal is dismissed or denied
      with prejudice by the FCC by Final Order; (ii) the date such Sprint
      Authorization is terminated, forfeited or cancelled by the FCC; or (iii)
      the expiration of the Term or the termination of this Agreement pursuant
      to Article X. Upon the expiration or termination of the lease for any
      given Sprint Spectrum pursuant to this Section 3.1 (f), such spectrum will
      no longer be considered Sprint Spectrum for purposes of this Agreement and
      the Sprint Authorization for such spectrum will no longer be considered a
      Sprint Authorization for purposes of this Agreement. If the FCC terminates
      or does not renew any Sprint Authorization and provides Sprint with any
      other spectrum in consideration for such termination or non-renewal, then
      such new spectrum will be Sprint Spectrum for purposes of this Agreement.
      If the FCC terminates or does not renew any Sprint Authorization and the
      FCC provides monetary compensation to Sprint in return, such compensation
      will be credited against the Monthly Fees to the extent it does not exceed
      the net present value (using a discount rate of [***] of the Monthly Fees
      allocable to the Sprint Spectrum subject to such termination or
      non-renewal (determined by multiplying the Monthly Fees otherwise payable
      to Operator by a fraction, the numerator of which is the MHz Households
      for such Sprint Spectrum subject to the termination or non-renewal, and
      the denominator of which is the MHz Households for all Proposed Spectrum
      as of the Effective Date), minus any other compensation paid by the FCC to
      Operator in consideration of the termination or non-renewal of such Sprint
      Authorizations. Except as set forth in the immediately preceding sentence
      and in Section 10.3, in no event will Monthly Fees be reduced as a result
      of the loss of any Sprint Authorization. If the FCC terminates or does not
      renew any Sprint Authorization and provides Sprint compensation in the
      form of bidding credits to Sprint

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                                       17


      in return, to the extent permitted by the FCC, and subject to the terms
      and conditions set forth in this Section. Sprint will make such bidding
      credits available to Operator for the purpose of acquiring spectrum within
      Region 1. Operator will provide Sprint with at least 60 days advance
      notice of its intent to participate in any FCC auction in which Operator
      intends to use such bidding credits. Sprint and Operator will take such
      actions as are necessary and proper to transfer such bidding credits to
      Operator prior to the date on which Operator is required to pay for any
      spectrum it acquires in Region 1 pursuant to an FCC auction, provided,
      however that the face value of such bidding credits will not exceed the
      lesser of : (i) the total bidding credits received by Sprint which are
      allocable to the termination or non-renewal of any Sprint Authorizations
      within Region 1, or (ii) the value on a per MHz/pop basis for the bidding
      credits received by Sprint which are allocable to the termination or
      non-renewal of any Sprint Authorizations within Region 1, multiplied by
      the MHz/pop for all spectrum acquired by Operator at such auction for
      Region 1. As a condition of the transfer of the bidding credits, Operator
      will execute and deliver an agreement, in form and substance reasonably
      satisfactory to Sprint, to assign the spectrum acquired in Region 1 to a
      Sprint Subsidiary. Upon the consummation of such assignment and such
      spectrum becoming authorized by the FCC, it will be deemed Sprint Spectrum
      for purposes of this Agreement. Operator's rights to use any such bidding
      credits as set forth herein will only apply to the next FCC auction which
      follows the termination or non-renewal of any Sprint Authorization for
      which such bidding credits were awarded. Thereafter, Operator will have no
      claim whatsoever to such bidding credits. If Operator is entitled to the
      bidding credits as set forth in this Section 3.1 (f) and Sprint is unable
      to transfer the bidding credits to Operator or Operator is unable to use
      or receive the benefit of the bidding credits as set forth in this Section
      3.1 (f), then upon written notice to Sprint, the Monthly Fees for the
      affected Market will be reduced by a percentage determined by dividing (A)
      the number of MHz Households for the Spectrum subject to such termination,
      by (B) the number of MHz Households for all Potential Spectrum for such
      Market as of the Effective Date. The reduction in Monthly Fees
      contemplated pursuant to the preceding sentence will take effect on the
      first day of the next calendar month following delivery of such notice. In
      no event will Operator have any claim to bidding credits arising from the
      termination of any Sprint Authorization resulting from a breach of
      Operator's obligations under this Agreement.

              (g) If any Sprint Authorization expires during the Term, the
      relevant Sprint Licensee will use its Efforts to prepare and timely file
      such application for renewal as is required by the FCC Rules ("Sprint
      Renewal Application"). Operator will provide Sprint with such information
      as Sprint reasonably requests to assist in the preparation of any Sprint
      Renewal Application. Any such Sprint Renewal Application will include an
      affirmative statement of the Sprint Licensee that it intends, subject to
      the approval of the FCC, to extend the lease of such Spectrum pursuant to
      the terms of this Agreement. If any Sprint Authorization subject to long
      term de facto transfer leasing expires during the Term, Operator and the
      relevant Sprint Licensee will timely seek any required approval from the
      FCC for continued long term de facto transfer leasing pursuant to the
      terms of this Agreement in the Sprint Renewal Application for the
      underlying Sprint Authorization. If any person petitions the FCC to deny
      one or more of the Sprint Renewal Applications, or if the FCC grants a
      Sprint Renewal Application and any

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      person petitions for reconsideration or review of such grant before the
      FCC, or appeals or applies for review in any judicial proceeding, then the
      respective Sprint Subsidiary and Operator will use their Efforts to oppose
      such petition before the FCC or defend such grant by the FCC. If the FCC
      denies one or more of the Sprint Renewal Applications or grants one or
      more of such applications with conditions materially adverse to any Party,
      then if requested to do so by such adversely affected Party, such Party
      and the other relevant Party will use their Efforts to secure
      reconsideration or review of such action. Operator will be responsible for
      the payment of all Costs that the Sprint Licensees incur in connection
      with their performance under this Section 3.1 (g), including all
      application fees imposed by the FCC on the filing of the Sprint Renewal
      Applications and all legal fees incurred in the preparation and
      prosecution of the Sprint Renewal Applications.

                  3.2 Use of Leased Spectrum.

              (a) Operator's right to use any Proposed Leased Spectrum
      contemplated pursuant to this Section in any given Market is subject to
      the Market Closing Date, or Initial Closing Date, as applicable, having
      occurred for such Market. Each Sprint Subsidiary which is a party to a
      Proposed Primary Lease will grant to Operator, for the duration of the
      Term, a license to use, subject to the terms of this Agreement, all of the
      currently and potentially available capacity on the Leased Spectrum which
      the respective Sprint Subsidiaries are entitled to use pursuant to the
      Primary Leases. Subject to the terms of this Agreement, Operator may use
      the Leased Spectrum for any purpose now or hereafter allowed by the FCC
      Rules, provided, however, that Operator's use of the Leased Spectrum will
      at all times be subject to the terms of the Primary Lease governing such
      Leased Spectrum. Notwithstanding any provision hereof, during the Term
      each Third Party Licensee will remain in de jure and de facto control over
      its Leased Spectrum and Operator will not hold itself out to the public as
      the de jure or de facto licensee of any of the Leased Authorizations or
      take any action inconsistent with or contrary to the relevant Third Party
      Licensee's de jure or de facto control over its Leased Authorizations
      unless the FCC has authorized Operator to exercise long term de facto
      transfer leasing control over such Leased Authorization pursuant to
      Section 5.5.

              (b) Notwithstanding anything to the contrary contained herein, but
      subject to Section 3.2(e), the spectrum encumbered by those certain
      Proposed Primary Leases identified in Schedule 3.2 will not be considered
      Leased Spectrum until and unless the Parties obtain the consent of the
      Third Party Licensee of such spectrum as contemplated pursuant to this
      Section 3.2(b). From and after the Initial Closing Date through the 180th
      day thereafter (the "Consent Date") the relevant Sprint Subsidiary and
      Operator will each use their Efforts to obtain each consent identified in
      Schedule 3.2 to the transfer of such Sprint Subsidiary's rights and
      obligations under the corresponding Primary Leases in accordance with the
      terms of this Agreement (each a "Consent" and collectively, the
      "Consents"). Sprint will use its Efforts to obtain each Consent in
      substantially the form attached as Exhibit A but any documentation
      executed by an applicable Third Party Licensee which reasonably permits
      the license of any such Leased Spectrum as contemplated herein will be
      effective as a Consent. Each Proposed

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      Primary Lease listed on Schedule 3.2 for which a Consent is not obtained
      as of the Consent Date will be deemed a "Rejected Primary Lease".
      Following the Consent Date, but subject to such Sprint Subsidiary's
      obtaining such Consent at a later date as set forth in Section 3.2(c) (i)
      any Rejected Primary Lease will no longer be deemed a Primary Lease for
      purposes of this Agreement, (ii) the Leased Authorization which is the
      subject of any Rejected Primary Lease will no longer be deemed a Leased
      Authorization for purposes of this Agreement, and (iii) all of Sprint's
      obligations pursuant to Section 2.9 with respect to such Rejected Primary
      Lease will terminate with respect to the Proposed Leased Spectrum governed
      by such Rejected Primary. Following the Consent Date, Sprint will provide
      Operator with a credit against the Monthly Fees in the amount equal to the
      sum of (w) all Primary Lease Costs (as defined in Section 6.1) paid by
      Operator through the Consent Date pursuant to each Rejected Primary Lease
      attributable to a Closed Market, (x) the aggregate of all Monthly Fees
      paid to Sprint through The Consent Date with respect to the applicable
      Closed Market as set forth in Section 6.4 multiplied by a fraction, the
      numerator of which is the MHz Households for the Leased Spectrum subject
      to each Rejected Primary Lease and the denominator of which is the MHz
      Households for all Spectrum for such Closed Market as of the Effective
      Date, (y) a portion of the Initial Fee paid pursuant to Section 6.3
      determined by multiplying the Initial Fee by a fraction the numerator of
      which is the MHz Households for the Leased Spectrum subject to a Rejected
      Primary Lease and the denominator is the MHz Households for all Proposed
      Spectrum as of the Effective Date, and (z) the Market Closing Payment for
      such Closed Market multiplied by a fraction the numerator of which is the
      MHz Households for the Leased Spectrum subject to a Rejected Primary Lease
      and the denominator is the MHz Households for all Proposed Spectrum as of
      the Effective Date in such Closed Market (the "Rejected Lease Credit"). As
      used herein, the amount determined pursuant to clauses (y) and (z) of the
      immediately preceding sentence is known as the "Rejected Lease Initial
      Fee." The Rejected Lease Credit will be applied against the next
      installment(s) of Monthly Fees until the balance of Rejected Lease Credit
      is $0. Within 30 days following the Consent Date, Sprint will provide
      Operator with the computation of the Rejected Lease Credit which
      computation will be conclusive on the Parties unless Operator provides
      written notice of its disagreement to such Rejected Lease Credit within 30
      days thereafter, in which case the matter will be submitted to the dispute
      resolution procedures set forth in Article XIV of this Agreement. From and
      after the Consent Date, the Market Closing Payment for each Market which
      contains a Rejected Primary Lease will be reduced by an amount equal to
      the Market Closing Payment for such Market as set forth in Schedule 6.3
      multiplied by a fraction the numerator of which is the MHz Households for
      the spectrum subject to the Rejected Primary Lease(s) and the denominator
      is the MHz Households for all Proposed Spectrum as of the Effective Date
      in such Market then Closing (the "Rejected Lease Fee"). For avoidance of
      doubt, Exhibit B sets forth the MHz Households for all Proposed Spectrum
      as of the Effective Date as well as the methodology to be employed in
      determining MHz Households for any Spectrum pursuant to this Agreement.
      Following the Consent Date: (I) Operator will no longer be responsible for
      the Primary Lease Costs arising under any Rejected Primary Lease, and (II)
      the Monthly Fee otherwise payable to Sprint will be reduced by a
      percentage determined by dividing (A)

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      the number of MHz Households for the Leased Spectrum subject to the
      Rejected Primary Leases by (B) the number of MHz Households for all
      Proposed Spectrum as of the Effective Date. Notwithstanding anything to
      the contrary contained herein, the Parties acknowledge that the Third
      Party Licensees listed on Schedule 3.2(b) have asserted that their
      respective Primary Leases are no longer in effect. If Sprint fails to
      obtain a Consent for any such Primary Lease by the Consent Date, the
      Rejected Lease Credit with respect to any such Primary Lease listed on
      Schedule 3.2(b) will include the Primary Lease Fees paid by Operator with
      respect to such Primary Lease.

              (c) If following the Consent Date a Sprint Subsidiary obtains a
      Consent with respect to any Rejected Primary Lease attributable to a
      Closed Market and provides Operator with written notice thereof, then
      commencing with the first full calendar month following the date such
      Consent is obtained (i) Operator will be responsible for the payment of
      all Primary Lease Costs allocable to such Rejected Primary Lease, (ii) the
      Monthly Fee will be increased by an amount equal to the Monthly Fee for
      such Market as set forth on Schedule 6.4, multiplied by a fraction, the
      numerator of which is the number of MHz Households for the Leased Spectrum
      subject to such Rejected Primary Leases, and the denominator of which is
      the number of MHz Households for all Proposed Spectrum as of the Effective
      Date, (iii) such Rejected Primary Lease will thereafter be deemed a
      Primary Lease for purposes of this Agreement, the spectrum which is the
      subject of any Rejected Primary Lease will be deemed Leased Spectrum for
      purposes of this Agreement and the FCC authorization which is the subject
      of any Rejected Primary Lease will be deemed a Leased Authorization for
      purposes of this Agreement, and (iv) and no later than 30 days following
      the date such Consent is obtained, Operator will pay to Sprint an amount
      equal to (A), if such Rejected Primary Lease was attributable to a Closed
      Market as of the Consent Date, the Rejected Lease Initial Fee for such
      Rejected Primary Lease, or (B) if such Rejected Primary Lease was not
      attributable to a Closed Market as of the Consent Date, but such Market
      becomes a Closed Market prior to delivery of the applicable Consent, the
      Rejected Lease Initial Fee and an amount equal to the Rejected Lease Fee
      for such Rejected Primary Lease. If following the Consent Date a Sprint
      Subsidiary obtains a Consent with respect to any Rejected Primary Lease
      attributable to a Market which is not a Closed Market, then upon such
      Market becoming a Closed Market, such Rejected Primary Lease will become a
      Primary Lease and such spectrum will become Leased Spectrum and Operator
      will pay Sprint the Rejected Initial Lease Fee for such Rejected Primary
      Lease and the Market Closing Payment with respect to such Market without
      giving effect to the Rejected Lease Fee for such Rejected Primary Lease.

              (d) On the Initial Closing Date, Operator and each relevant Sprint
      Subsidiary will enter into the services agreement in substantially the
      form attached hereto as Exhibit C pursuant to which, to the extent
      permitted under any applicable Rejected Primary Lease, Operator will
      perform such Sprint Subsidiary's obligations to provide programming and
      operation of the Third Party Licensees' spectrum pursuant to each Rejected
      Primary Lease (the "Transmission Facilities Operation and Maintenance
      Agreement"). To the extent any Rejected Primary Lease prohibits such
      Sprint Subsidiary from delegating or subcontracting its obligations under
      any Rejected Primary Lease as contemplated pursuant to the Transmission
      Facilities Operation and

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      Maintenance Agreement or Sprint elects to perform the obligations under
      such Rejected Primary Lease, Operator will grant such Sprint Subsidiary
      limited access to facilities and shared equipment as necessary to enable
      such Sprint Subsidiary to perform its obligations under any such Rejected
      Primary Lease.

              (e) Notwithstanding anything to the contrary contained herein, in
      lieu of obtaining a Consent for any Proposed Primary Lease, Sprint may
      acquire the underlying Proposed Leased Authorization. If Sprint acquires a
      Proposed Leased Authorization as contemplated pursuant to this Section
      3.2(e), such Proposed Leased Spectrum will thereafter be considered
      Proposed Sprint Spectrum (and Sprint Spectrum upon the applicable Market
      becoming a Closed Market) and such Proposed Leased Authorization will be
      considered a Proposed Sprint Authorization (and a Sprint Authorization
      upon the applicable Market becoming a Closed Market) for purposes of this
      Agreement. If Sprint acquires a Proposed Leased Authorization prior to the
      Consent Date, the Primary Lease governing the use of such Proposed Leased
      Authorization will not be deemed a Rejected Primary Lease and the
      adjustments to the applicable Monthly Fees, Initial Fee and Market Closing
      Payments set forth in Section 3.2(b) will not apply with respect to such
      Primary Lease. If Sprint acquires a Proposed Leased Authorization which is
      the subject of a Rejected Primary Lease (e.g., after the Consent Date),
      then it will be deemed as if Sprint obtained a Consent for such Rejected
      Primary Lease for the purpose of computing the Rejected Initial Lease Fee
      and the Rejected Lease Fee as set forth in Section 3.2(c). Sprint will be
      solely responsible for all Costs, including the purchase price thereof, it
      incurs in connection with the acquisition of any Proposed Leased
      Authorization as contemplated pursuant to this Section 3.2(e).

                                   Article IV
                            PRIMARY LEASE MANAGEMENT

                  4.1 Primary Lease Performance. Except as set forth herein,
from and after the Initial Closing Date Operator will perform all obligations of
each Sprint Subsidiary under the Primary Leases, including providing all
insurance required under the Primary Leases. Notwithstanding the preceding
sentence, Sprint will perform the obligations set forth on Schedule 4.1 with
respect to the Primary Leases. Not later than 30 days following the Initial
Closing Date, Operator will provide Sprint with a certificate of insurance
evidencing the coverages required pursuant to the Primary Leases for each Closed
Market. Not later than 30 days following each successive Market Closing Date,
Operator will provide Sprint with a certificate of insurance evidencing the
coverages required pursuant to the Primary Leases attributable for each such new
Closed Market. Such certificate will name the relevant Sprint Subsidiary, and
the respective Third Party Licensees as additional insureds or additional loss
payees, as appropriate, and will provide that such insurance may not be
cancelled except upon 60 days written notice from insurer to the relevant Sprint
Subsidiary. On the Initial Closing Date and each Market Closing Date, the
relevant Sprint Subsidiary and Operator will transmit to each Third Party
Licensee which is a party to any Primary Lease attributable to each Closed
Market a notice substantially in the form attached as Exhibit D. To the extent
any request for Consent with respect to any Primary Lease listed on Schedule 3.2
has not been obtained or a request for

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Consent has not been previously requested in writing, on the Initial Closing
Date and each Market Closing Date, the relevant Sprint Subsidiary will transmit
a request for Consent to each Third Party Licensee which is a party to any such
Primary Lease in the Market(s) which are the subject of the Closing. No later
than 3 business days after it becomes aware of any breach or receives any notice
of any breach or alleged breach under any Primary Lease, Operator will provide
Sprint with written notice of such breach or alleged breach. For purposes of the
immediately preceding sentence, Operator will be deemed to be aware of any
breach if any person charged with the administration of the Primary Leases has
knowledge of any circumstances which would cause a reasonable person to conclude
that a breach has occurred. Such notice will set forth in detail the allegations
of any Third Party Licensee with respect to such breach and will set forth in
detail Operator's explanation or plan to cure or otherwise address such breach,
including a timeline for taking any action to cure such breach until such breach
is resolved. Operator will provide Sprint with follow-up notices no less than
every two weeks which set forth the current status of Operator's efforts to
address or cure any material breach. Operator will diligently pursue and take
all such actions necessary to cure any and all breaches of any Primary Lease in
accordance with the default provisions under the Primary Leases.

                  4.2 Primary Lease Defaults By Third Party Licensees. Subject
to the terms contained in this Section 4.2, Sprint hereby assigns to and grants
to Operator all rights and powers during the Term to enforce all obligations of
each Third Party Licensee under the Primary Leases attributable to each Closed
Market. If any Third Party Licensee fails to perform any obligation under any
Primary Lease, Operator will provide Sprint with prompt written notice of such
failure. Operator will enforce and require strict performance of all material
terms of each Primary Lease; provided, however, that upon the direction of the
relevant Sprint Subsidiary, Operator will waive performance obligations on the
part of Licensee to the extent such waiver does not materially and adversely
affect Operator's ability to use any Leased Spectrum. Notwithstanding the
preceding sentence, to the extent that it does not impair the continuing
enforceability of a Primary Lease, Operator may elect not to enforce specific
terms of a Primary Lease provided, that: (i) Operator reasonably determines that
doing so is in its best business interests, (ii) that Operator and Third Party
Licensee are parties to the other leasing arrangements for spectrum rights, have
common board members or common ownership, or are otherwise parties to a
strategic business agreement and (iii) Operator provides Sprint notice of such
decision within 3 business days following such default. in such event, the
relevant Sprint Subsidiary may, at its sole discretion, elect to directly
enforce the terms of said Primary Lease and Operator will be responsible for all
Costs such Sprint Subsidiary incurs in such enforcement. Operator may not pursue
the termination of any Primary Lease by reason of a default or otherwise without
the relevant Sprint Subsidiary's prior written consent. Operator will provide
the relevant Sprint Subsidiary with timely notice of the resolution or planned
resolution of any defaults occurring under any Primary Lease. Operator will be
responsible for all Costs it and Sprint incur in connection with its enforcement
of the terms and conditions of any Primary Lease; provided, however, that if the
applicable Primary Lease permits the recovery of any Costs from the Third Party
Licensee, Operator will be entitled to recover such Costs from the applicable
Third Party Licensee to the extent Operator incurs such Costs. Notwithstanding
anything to the contrary contained in this Section 4.2, if any Third Party
Licensee fails to perform any obligation under any Primary Lease, which could
result in the loss or revocation of any Authorization or any material rights
under any Authorization, the relevant Sprint Subsidiary,

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upon notice to Operator, may elect to enforce the terms of the Primary Lease
directly against such Third Party Licensee in lieu of Operator enforcing such
terms. In such event, Operator will be responsible for all Costs such Sprint
Subsidiary incurs in connection therewith, and will be entitled to reimbursement
thereof as provided or allowed in the Primary Lease. Notwithstanding anything to
the contrary contained in this Agreement, no Sprint Subsidiary will have any
liability to Operator or otherwise for any damages which are directly or
indirectly caused by a breach of a Primary Lease by a Third Party Licensee.

                  4.3 Primary Lease Management

                                     * * *

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                                     * * *

                                    Article V
                               SPECTRUM MANAGEMENT

                  5.1 Sprint Authorization Modifications and Coordination
      Documents.

            (a)   Following the Long Term De Facto Transfer Lease Effective Date
      with respect to any given Sprint Spectrum and to the extent permitted by
      the FCC Rules, Operator may (i) submit to the FCC and prosecute any
      applications for modifications to facilities utilizing Sprint Spectrum
      licensed to the relevant Sprint Licensee, (ii) withdraw any application
      submitted pursuant to the immediately preceding clause, (iii) submit to
      the FCC any and all required notices for any new or modified facilities
      which utilize the Sprint Spectrum, (iv) submit to the FCC and prosecute
      any applications for new or modified facilities utilizing Sprint Spectrum
      to be licensed to Operator, (v) submit to the FCC and prosecute any
      applications or take such other action as may be necessary for the
      issuance of additional spectrum under the BTA authorizations in any Closed
      Market, which upon such grant by the FCC becoming a Final Order, such
      spectrum will be Sprint Spectrum for purposes of this Agreement, and (vi)
      except as set forth in Section 5.3 or Section 5.7, enter into any
      Coordination Document with respect to such Sprint Spectrum. Any such
      action taken by Operator pursuant to the previous sentence is herein
      referred to as a "Unilateral Action". Operator will provide Sprint with at
      least 15 business days advance written notice prior to taking any
      Unilateral Action. Such notice will set forth with particularity the
      proposed Unilateral Action. Operator will not take any Unilateral Action
      which (i) would impair the ability of Sprint or Operator to perform any
      obligation under any Primary Lease, or (ii) is not principally related to
      improving the ability of Operator to use such Sprint Spectrum to provide
      the services contemplated under this Agreement If Operator undertakes any
      Unilateral Action, it will do so in strict compliance with all laws,
      rules, policies, and regulations then in effect and will refrain from
      taking any action which could

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      reasonably be expected to result in the imposition of any penalty or
      sanction by the FCC or other governmental entity upon any Sprint
      Subsidiary or Operator.

            (b)   To the extent Operator is not permitted by law to exercise the
      rights conferred in Section 5.1 (a), upon Operator's request, the relevant
      Sprint Licensee will (i) complete and submit to the FCC within 30 days and
      thereafter prosecute such applications for any modification to facilities
      utilizing any Sprint Spectrum, (ii) execute and, within 30 days, return
      any Coordination Document, (iii) withdraw within 30 days any application
      submitted to the FCC by any Sprint Licensee, (iv) submit to the FCC within
      30 days any notices for new or modified facilities for any Sprint
      Spectrum, and (v) take all reasonable action necessary under the FCC Rules
      to make any additional spectrum which is available in any Closed Market
      and which Sprint may obtain from time to time as the BTA holder, which
      upon such grant becoming a Final Order, such spectrum will be Sprint
      Spectrum for purposes of this Agreement. Notwithstanding anything to the
      contrary contained herein, no Sprint Licensee will be obligated to execute
      any Coordination Document or file or implement a modification to any
      facilities used in connection with the Sprint Spectrum if (x) such
      requested action would impair the ability of Sprint or Operator to perform
      any obligations under any Primary Lease, (y) such action is not
      principally related to improving the ability of Operator to use such
      Sprint Spectrum to provide the services contemplated under this Agreement,
      or (z) such action violates the FCC Rules, other applicable laws, or the
      terms of any Sprint Authorization or License. Furthermore, in no event
      will any Sprint Licensee be required to execute a Coordination Document
      which will, in Sprint's reasonable judgment, impair any then existing or
      planned operation of ITFS or MDS spectrum by any Sprint Entity in any
      markets which are adjacent to Region 1; provided, however, Sprint will
      consider in good faith any Coordination Document which is otherwise
      requested by Operator. Operator will promptly pay all Costs incurred by
      Sprint in connection with this Section 5.1(b) and will pay to Sprint
      management fees according to Schedule 5.l(b).

                  5.2 Leased Authorization Modifications and Coordination
      Documents.

            (a)   Each Sprint Subsidiary hereby assigns to, and grants to
      Operator for the duration of the Term all rights and powers to exercise
      the right to request and require the Third Party Licensees: (i) to
      complete, submit to the FCC and prosecute such applications for any
      modification to facilities utilizing such Third Party Licensee's Leased
      Spectrum which are permitted by law and the Primary Lease governing the
      use of such Leased Spectrum, (ii) to submit to the FCC and prosecute such
      applications to effectuate an exchange of one or more of such Leased
      Spectrum for the same amount of ITFS or MDS spectrum, provided that such
      exchange is permitted by law and the Primary Lease governing the use of
      such Leased Spectrum, (iii) to execute and promptly return any
      Coordination Document, provided such Coordination Document is permitted by
      law and the Primary Lease governing the use of such Leased Spectrum, (iv)
      to withdraw any application submitted to the FCC by a Third Party
      Licensee, provided that such instruction is permitted by law and the
      Primary Lease governing the use of such Leased Spectrum, and (v) to submit
      to the FCC any notices for new facilities permitted under the Primary
      Lease governing use of such Leased Spectrum.

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      Operator will provide the relevant Sprint Subsidiary with simultaneous
      written notice of any request for a modification made under this Section
      5.2(a). Notwithstanding anything to the contrary contained herein,
      Operator will not request or require any Third Party Licensee to execute
      any Coordination Document or file or implement a modification to any
      facilities used in connection with any Leased Spectrum if (i) such action
      would impair the ability of Sprint or Operator to perform any obligations
      under any Primary Lease or (ii) such action is not principally related to
      improving the ability of Operator to use such Leased Spectrum to provide
      the services contemplated under this Agreement. Operator will promptly pay
      all Costs incurred by Sprint in connection with this Section 5.2(a)
      including any and all costs or expenses to be borne by any Sprint
      Subsidiary under any Primary Lease.

            (b)   To the extent Operator is not able to exercise the rights
      conferred in Section 5.2(a), at the written request of Operator, the
      relevant Sprint Subsidiary will provide written notice instructing any
      Third Party Licensee: (i) to complete, submit to the FCC and prosecute
      such applications for any modification to facilities utilizing such Third
      Party Licensee's Leased Spectrum which are permitted by law and the
      Primary Lease governing the use of such Leased Spectrum, (ii) to submit to
      the FCC and prosecute such applications to effectuate an exchange of one
      or more of such Leased Spectrum for the amount of ITFS or MDS spectrum,
      provided that such exchange is permitted by law and the Primary Lease
      governing the use of such Leased Spectrum, (iii) to execute and promptly
      return any Coordination Document, provided such Coordination Document is
      permitted by law and the Primary Lease governing the use of such Leased
      Spectrum, (iv) to withdraw any application submitted to the FCC by Third
      Party Licensee, provided that such instruction is permitted by law and the
      Primary Lease governing the use of such Leased Spectrum, and (v) to submit
      to the FCC any notices for new facilities permitted under the Primary
      Lease governing use of such Leased Spectrum. Notwithstanding anything to
      the contrary contained herein, Sprint will not be obligated to require or
      request that any Third Party Licensee file or implement a modification to
      any facilities used in connection with the Leased Spectrum if (x) such
      action would impair the ability of Sprint or Operator to perform any
      obligations under any Primary Lease or (y) such action is not principally
      related to improving the ability of Operator to use such Leased Spectrum
      to provide the services contemplated under this Agreement. Each Sprint
      Subsidiary will use commercially reasonable efforts to cause each Third
      Party Licensee to comply with its obligations pursuant to the Primary
      Lease governing the use of such Leased Spectrum. Operator will promptly
      pay all Costs incurred by Sprint in connection with this Section 5.2(b)
      and will pay to Sprint management fees according to Schedule 5.2(b).

                  5.3 Limitations. Notwithstanding anything to the contrary
contained in this Agreement:

            (a)   Operator will not construct or operate any new or modified
      facility utilizing any Spectrum that would violate the FCC Rules or other
      applicable law, violate the terms of any Primary Lease, violate the terms
      of any Authorization, or impair the ability of Operator to satisfy any
      obligations under any Primary Lease or impair the ability of Sprint to
      satisfy any obligation under any Rejected Primary Lease.

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            (b) In no event will any Sprint Licensee be required to file or
      prosecute any application for or notification with regard to any
      facilities or usage of Spectrum which would violate the FCC Rules or other
      applicable law, violate the terms of any Primary Lease, violate the terms
      of any Authorization, or impair the ability of Sprint to satisfy any
      obligation under any Rejected Primary Lease. Furthermore, in no event will
      any Sprint Subsidiary be required to file or prosecute any application for
      any facilities which violate the terms of any Primary Lease, Sprint
      Authorization, Leased Authorization or Rejected Primary Lease.

            (c) Unless otherwise consented to in advance by Sprint in writing,
      which consent will not be unreasonably denied, withheld or delayed,
      Operator will not enter into any Coordination Document, and will use its
      Efforts to prevent any Third Party Licensee from entering into any
      Coordination Document, that directly or indirectly waives interference
      protection to any Spectrum or consents to accept interference to any
      Spectrum unless such Coordination Documents provides for the beneficiary
      of such waiver or consent to reciprocally waive interference protection or
      consent to accept interference from use of the Spectrum.

            (d) Operator will not attempt, and will use its Efforts to prevent
      any Third Party Licensee from attempting, pursuant to Section 27.53(1)(2)
      of the FCC Rules as adopted in the New FCC Order, to force an adjacent
      channel licensee to comply with the more restrictive spectral mask
      specified in that Section of the FCC Rules unless Operator will have
      first: (i) reasonably determined that such election is commercially
      reasonable, spectrally efficient and consistent with sound engineering
      practice, giving full consideration to the concomitant FCC requirement
      that the licensee making such an election comply with the same more
      restrictive spectral mask and the possible spectral inefficiencies, costs
      and other burdens associated with such compliance; and (ii) provided
      Sprint at least 20 business days advance notification prior to such
      election, along with an explanation of Operator's rationale for
      determining that such election is commercially reasonable, spectrally
      efficient and consistent with sound engineering practice.

            (e) Operator agrees that: (i) it will not waive, and will use its
      Efforts to prevent any Third Party Licensee from waiving, its right to
      interference protection from facilities near any Market that exceed the
      maximum "height benchmarking" set forth in Section 27.1221 of the FCC
      Rules as adopted in the New FCC Order; and (ii) it will not agree, and
      will prevent any Third Party Licensee from agreeing, to provide
      interference protection to such facilities, unless Operator will have
      first: (i) reasonably determined that such action is commercially
      reasonable, spectrally efficient and consistent with sound engineering
      practice; and (ii) provided Sprint at least 20 business days advance
      notification, along with an explanation of Operator's rationale for
      determining that such election is commercially reasonable, spectrally
      efficient and consistent with sound engineering practice.

                  5.4 Third Party Licensee Programming Obligations. Commencing
no later than 180 days following the Initial Closing Date, Operator will support
and diligently perform all obligations under the Primary Leases and otherwise
with respect to each Third Party

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                                       28


Licensee's retained capacity, including: (a) providing and delivering
programming content as required under the Primary Leases, (b) remedying any
adverse impact upon the Third Party Licensee's programming as required under the
Primary Leases; (c) providing transport or transport facilities (such as studio
to transmitter links) as required under the Primary Leases; (d) the
installation, maintenance and repair of any receive site or other equipment as
required under the Primary Leases; and (e) providing data services and receive
sites as required under the Primary Leases. To the extent that point-to-point
microwave facilities licensed by the FCC to any Sprint Subsidiary are used by
any Sprint Subsidiary in a Closed Market as of the Initial Closing Date or
Market Closing Date (as applicable) to satisfy any obligation identified in (c)
above and to the extent permitted by the FCC Rules, Sprint shall make such
facilities available for the continued satisfaction of the applicable Primary
Lease obligation, provided that: (w) Operator will maintain, repair and replace
as needed, at its sole cost and expense, all such facilities in good working
order, reasonable wear and tear excepted, in compliance with the FCC Rules, in
accordance with the terms and conditions of the applicable Primary Lease, and
consistent with sound engineering practices as further detailed in the Equipment
Service Level Requirements set forth in Schedule 7.1(b) as if such facilities
were Transmission Equipment; (x) notwithstanding the foregoing, the applicable
Sprint Subsidiary will exercise such control over the facilities and their
operation and maintenance as is required by the FCC Rules; (y) the applicable
Sprint Subsidiary will have no liability to Operator in the event the FCC
authorization for any such facility is cancelled, forfeited, or not renewed
unless such is the result of gross negligence or willful misconduct on the part
of any Sprint Subsidiary and will have no obligation to seek renewal of any FCC
authorization for such facilities unless requested to do so by Operator in
writing no less than sixty (60) days for any application for renewal is to be
filed pursuant to the FCC Rules; and (z) Operator will be responsible for the
payment of all Costs that any Sprint Subsidiary incurs in connection with its
performance under this Section 5.4. Notwithstanding the foregoing obligations,
Sprint and Operator will enter into a Transition Services Agreement in the form
attached hereto as Exhibit E pursuant to which Sprint will perform such
obligations upon the terms and conditions set forth therein (the "Transition
Services Agreement").

                  5.5 Additional Spectrum Rights.

                                      * * *

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                                     * * *

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                                     * * *

            (c)   Operator will use its Efforts to require that each agreement
      pursuant to which Operator is entitled to use any Operator Leased Spectrum
      will include (i) the customary terms and conditions which Operator
      generally employs in its spectrum leasing agreements, and (ii) will permit
      Operator the unrestricted right to assign such agreement to Sprint
      Operator will provide Sprint with a true and correct copy of any such
      agreements and any and all amendments or other modifications thereto no
      later than 30 days following the date on which such document is executed,
      or if such agreement is being assigned to Operator by a third party, the
      date of such assignment.

                  5.6 Band Plan. To enable Sprint to support Operator's planned
use of the Spectrum, at least 30 days prior to undertaking any efforts to use
any Spectrum in any Market, Operator will provide Sprint with a detailed
description of Operator's planned use for the Spectrum in such Market (each a
"Band Plan"). The Band Plan will include a description of the type of duplexing
Operator plans to use, the modulation method and a designation of upstream,
downstream and guard band spectrum (as applicable). From time to time during the
Term, Operator will provide Sprint with at least 30 days advance notice of any
proposed changes to any Band Plan. Sprint may make reasonable recommendations to
any initial Band Plan or any proposed revisions thereto; provided, however, that
Operator will not be obligated to accept such recommendations if Operator, in
its reasonable discretion, determines that adopting such recommendations would
not be the most effective and efficient manner to utilize the Spectrum or if
such recommendations would result in substantial additional Costs or obligations
of Operator.

                  5.7 FCC Transitions.

            (a)   The Parties acknowledge that Operator may be required to
transition certain Spectrum pursuant to certain provisions of the New FCC Order
(such provisions the "FCC Market Transition Rules") prior to utilizing such
Spectrum hereunder. In serving as a "Proponent" pursuant to the FCC Market
Transition Rules, Operator will not take any action that (i) would impair the
ability of Sprint or Operator to perform any obligation under any Primary Lease
or Rejected Primary Lease, or (ii) is not principally related to improving the
ability of Operator to use such Spectrum to provide the services contemplated
under this Agreement.

            (b)   If a third party (including a Third Party Licensee) serves as
a Proponent in connection with any Spectrum, Operator will take such steps as
are reasonably necessary to assure that the transition is accomplished in a
manner that (i) would not impair the ability of Sprint or Operator to perform
any obligation under any Primary Lease or Rejected Primary Lease, or (ii) is
principally related to improving the ability of Operator to use such Spectrum to
provide the services contemplated under this Agreement.

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            (c) Notwithstanding the provisions of Section 5.7(a), if in
transitioning any Spectrum, Operator is required by the FCC Market Transition
Rules to transition any spectrum licensed to or leased by any Sprint Subsidiary
or any affiliate of a Sprint Subsidiary in any market adjacent to any Closed
Market, Operator will provide Sprint with at least 30 days advance notice before
circulating a Transition Plan pursuant to the FCC Market Transition Rules and
will afford the applicable Sprint Subsidiary or its affiliate the opportunity to
serve as a Co-Proponent and to jointly develop a Transition Plan in conjunction
with Operator. Sprint will notify Operator within 15 business days of receipt of
such notice whether any Sprint Subsidiary or an affiliate of any Sprint
Subsidiary elects to serve as a Co-Proponent and jointly develop a Transition
Plan. In the development of any joint Transition Plan under this Section 5.7(c),
the Co-Proponents will utilize their Efforts to assure that the transition (i)
would not impair the ability of Operator or any Sprint Subsidiary or any Sprint
Entity to perform under any spectrum lease in any Closed Market or any market
adjacent to any Closed Market, including any Primary Lease or Rejected Primary
Lease, and (ii) is principally related to improving the ability of each to use
the spectrum in their respective markets in a manner that is spectrally
efficient and cost efficient, giving due weight to the views of Sprint with
respect to the transition within its markets and to the views of Operator with
respect to the transition within the Closed Markets and any other adjacent
markets operated by Operator.

            (d) If in transitioning any spectrum, any Sprint Subsidiary is
required by the FCC Market Transition Rules to transition any spectrum licensed
to or leased by Operator in any market adjacent to any Market, Sprint will
provide Operator with at least 30 days advance notice before circulating a
Transition Plan pursuant to the FCC Market Transition Rules and will afford
Operator the opportunity to serve as a Co-Proponent and to jointly develop a
Transition Plan in conjunction with Sprint Operator will notify Sprint within 15
business days of receipt of such notice whether it elects to serve as a
Co-Proponent and jointly develop a Transition Plan. In the development of any
joint Transition Plan under this Section 5.7(d), the Co-Proponents will utilize
their Efforts to assure that the transition (i) would not impair the ability of
Operator or any Sprint Subsidiary, or any affiliate of any Sprint Subsidiary to
perform under any spectrum lease in any Market or any market adjacent to any
Market, including any Primary Lease or Rejected Primary Lease, and (ii) is
principally related to improving the ability of each to use the spectrum in
their respective markets in a manner that is spectrally efficient and cost
efficient, giving due weight to the views of Sprint with respect to the
transition within its markets and to the views of Operator with respect to the
transition within the Markets and any other adjacent markets operated by
Operator.

            (e) Operator will transition each of the Closed Markets pursuant to
the FCC Market Transition Rules no later than the latest date permitted under
the FCC Market Transition Rules without placing any Sprint Authorization or
Leased Authorization at risk of termination, non-renewal or reallocation.

            (f) All Costs incurred by any Sprint Subsidiary or an affiliate of
any Sprint Subsidiary in connection with the development of transition plans and
the implementation of transitions under this Section 5.7 will be allocated in
accordance with the FCC Rules then in effect without regard to any Sprint
Subsidiary or an affiliate of any Sprint Subsidiary serving as a Co-Proponent.

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                                   Article VI
                                FEES AND EXPENSES

                  6.1 Primary Lease Fees and Expenses. Commencing with the
Initial Closing Date and each applicable Market Closing Date, Operator will pay
all monthly fees (monthly minimum payments, revenue sharing and per subscriber
fees), periodic incentive payments and other compensation owed to the Third
Party Licensees under the Primary Leases (the "Primary Lease Fees") attributable
to each Closed Market. Operator's obligation to pay the Primary Lease Costs
prior to the Consent Date is independent of and irrespective of, the granting of
any Consent identified on Schedule 3.2 hereof. Commencing with the Initial
Closing Date and each applicable Market Closing Date, Operator will be
responsible for the payment of all reimbursements and other amounts owed to the
Third Party Licensees under the Primary Leases attributable to each Closed
Market, including any reimbursable regulatory fees incurred by a Third Party
Licensee (the "Primary Lease Reimbursements"). The Primary Lease Fees and
Primary Lease Reimbursements are herein referred to as the "Primary Lease
Costs". Operator will promptly pay the Primary Lease Costs when due and payable
and in accordance with the terms of the respective Primary Leases.

                  6.2 Regulatory Fees and Expenses. Operator will be responsible
for, and will reimburse Sprint no later than 30 days from the receipt of an
invoice from Sprint for such amounts, all Costs in connection with the Sprint
Licensees' maintenance of the Sprint Spectrum during the Term; provided,
however, any Costs which exceed [***] in any calendar month will be approved by
Operator prior to the time such expense is incurred, which consent will not be
unreasonably withheld, conditioned, or delayed. Operator will be responsible
for, and will pay when due, any and all Costs in connection with its transition
of the Spectrum pursuant to Section 5.7 (including the costs of transitioning
spectrum outside of the Closed Markets when such transition is required by the
FCC Market Transition Rules as a condition to the transition of any Spectrum).

                  6.3 Initial Fee. Operator has paid Sprint the amount of [***]
(the "Initial Fee"). Subject to Section 2.7(c), the Initial Fee is
non-refundable. On the Initial Closing Date and each subsequent Market Closing
Date, Operator will pay Sprint an amount equal to the sum of all Market Closing
Payments identified in Schedule 6.3 for each Market which becomes a Closed
Market on the Initial Closing Date, or such Market Closing Date, as applicable.

                  6.4 Monthly Fee. Commencing with the Initial Closing Date and
each Market Closing Date and continuing throughout the Term, Operator will pay
Sprint a monthly spectrum access and aggregation fee (the "Monthly Fee") equal
to the amount set forth in Schedule 6.4 for each Market which becomes a Closed
Market on the Initial Closing Date, or applicable Market Closing Date.

                  6.5 Payments. The Market Closing Payments will be paid on the
Initial Closing Date and upon the subsequent Market Closing Dates (as
applicable) in the manner directed by Sprint. The Monthly Fee for a given month
will be sent to Sprint at such address as Sprint designates from time to time by
first-class, United States Postal Service mail or, at Sprint's option, by
electronic funds transfer to such account as Sprint designates, no later than 30
days after the last day of the month in question. Except as specified in Section
6.7. all other

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amounts due hereunder from Operator to Sprint will be sent to for delivery to
Sprint on or before when due at such address as Sprint designates from time to
time by first-class, United States Postal Service mail or, at Sprint's option,
by electronic funds transfer to such account as Sprint designates.

                  6.6 Taxes. Operator will pay all duties, levies, including
regulatory fees and assessments, spectrum usage fees, and taxes, including but
not limited to, sales, property, ad valorem and use taxes, or any tax or fee in
lieu thereof, imposed by any local, state or federal government or governmental
agency during the Term with respect to the Spectrum and Transmission Equipment
(as defined in Section 7.1), and with respect to Operator's use and operation of
such Spectrum and Transmission Equipment, to the extent such amounts relate to
periods included in the Term of this Agreement, excepting only any taxes on or
measured by the income of the Sprint Subsidiaries. Any such items that become
due during the calendar year in which the Term ends will be prorated between the
applicable Sprint Subsidiary and Operator based upon the number of days during
such year that this Agreement is in effect; provided however, that any such
items that are calculated based on the number of subscribers or customers will
be allocated between Sprint and Operator based on their respective number of
subscribers or customers and any such items that are more appropriately based on
the respective activities and operations of Sprint and Operator will be prorated
using a fair and equitable allocation method that considers, among other things,
the basis upon which such amount was assessed. Operator shall pay the cost of
any documentary, stamp, sales, excise, transfer or other similar taxes payable
in respect of its acquisition of any leasehold interests pursuant to this
Agreement and pursuant to Operator's acquisition of any assets pursuant to
Article XVII, except to the extent Article XVII otherwise specifically allocates
such expenses between the Parties.

                  6.7 Reimbursement and Other Expenses. Where one Party is
required to reimburse the other Party for Costs, such payment will be sent to
such other Party at such address as such other Party designates from time to
time by first-class, United States Postal Service mail, or at the election of
the receiving Party, by electronic funds transfer to such account as such Party
designates, no later than 30 days following receipt of an invoice and such
supporting documentation as the Party paying the reimbursement reasonably
requests.

                  6.8 Security. Upon the Effective Date, Operator will either
provide to Sprint a letter of credit or establish an escrow account in an amount
equal to [***] to secure Operator's obligations under this Agreement (the
"Security"). Upon each anniversary of the Effective Date, the Security will be
increased or decreased in such amount as to reflect the aggregate Monthly Fees
and Primary Lease Costs payable during the next 12 months; provided, however,
that at any time during the Term, Sprint may, in its reasonable discretion,
require additional Security if any new Primary Lease, amendment to a Primary
Lease, or multiple number of either entered into in a given 12 month period,
results in a total increase in Primary Lease obligations in excess of [***]
Furthermore, Operator will provide Sprint with such documentation as Sprint may
reasonably request evidencing compliance with the Security requirements set
forth in this Agreement The Security will remain in place at least throughout
the first 5 years of the Initial Term. Thereafter, the Security will remain in
place until such date on which Operator has generated Monthly Gross Revenues (as
defined below) in excess of the Revenue Threshold for at least 3 consecutive
months, at which time such Deposit will be released to the extent no claims are
then pending against such amounts. The "Revenue

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Threshold" means an amount equal to (a) [***] years of the Term, (b) [***]
years of the Term, and (c) [***] years of the Term. "Monthly Gross Revenues"
means the gross revenue collected by Operator for any communications services
provided over facilities that (a) utilize the Spectrum or are collocated,
integrated or used in conjunction with any such facilities and (b) utilize MDS
or ITFS channels other than the Spectrum; provided that such gross revenues will
not include (x) equipment, installation and maintenance charges, including
charges for the installation or activation of new equipment or services (to the
extent that such installation or activation charges do not include a
communications service component), charges for equipment sold, recurring lease
fees for rented or leased equipment, and charges for the maintenance or repair
of equipment; or (y) third party pass-through charges (including governmental
taxes, fees or charges), surcharges, universal service fund contributions, and
charges billed on a purely "pass through" basis by Operator to its subscribers
for communications services (such as charges for collect calls or long distance
telephone services) rendered by other entities. On the Initial Closing Date,
Clearwire Corporation ("Guarantor") will execute and deliver a guaranty in the
form attached hereto as Exhibit F (the "Parent Guaranty") which will remain in
place throughout the Term.

                  6.9 Spectrum Opportunities. Schedule 6.9 attached hereto lists
certain ITFS and MDS spectrum (the "Potential Spectrum") in which Sprint
currently holds certain rights which may permit Sprint to sublease such channels
to Operator pursuant to this Agreement. If Sprint obtains an ITFS or MDS
capacity lease agreement which permits Sprint to sublease any Potential Spectrum
to Operator, such lease agreement will be considered as a Primary Lease for
purposes of this Agreement, such Potential Spectrum will be considered as Leased
Spectrum for purposes of this Agreement and any underlying FCC authorization
will be considered as a Leased Authorization for purposes of this Agreement.
Furthermore, no later than 15 days following the date on which any such new
Primary Lease is fully executed, Operator will pay Sprint an amount equal to the
corresponding value for such Potential Spectrum as indicated on Schedule 6.9.
Furthermore, commencing with the first full calendar month following the date on
which such new Primary Lease is executed and continuing through the Term, the
Monthly Fee set forth in Section 6.4 will be increased by an amount equal to the
corresponding amount for such Potential Spectrum as indicated on Schedule 6.9.

                                   Article VII
                       EQUIPMENT AND OPERATION OF SPECTRUM

                  7.1 Transmission Equipment. During the Term, each Sprint
Subsidiary will grant to Operator the right to (a) use all equipment owned by
such Sprint Subsidiary and being used as of the Initial Closing Date and each
applicable Market Closing Date for the operation of the Spectrum, and (b) use
all equipment which such Sprint Subsidiary does not own but is otherwise
permitted to use for the operation of the Spectrum pursuant to any Primary Lease
(collectively, the "Sprint Transmission Equipment"). Schedule 7.1(a) sets forth
a list of the equipment used in connection with the operation of the Proposed
Spectrum as of the Effective Date. Operator will provide, construct and install
all equipment which it desires for the operation of its business or which is
required to comply with the requirements of the Authorizations, as they may be
modified from time to time, to comply with the FCC Rules, or

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that is otherwise required pursuant to the terms of the Primary Leases (the
"Operator Transmission Equipment"). Operator will keep complete records
identifying the Operator Transmission Equipment and Sprint Transmission
Equipment then being used for the Spectrum. Upon the request of Sprint, Operator
will provide Sprint with such records from time to time during the Term. The
Sprint Transmission Equipment and the Operator Transmission Equipment are
sometimes collectively referred to herein as the "Transmission Equipment".
Operator will maintain, repair and replace as needed, at its sole cost and
expense, all Transmission Equipment in good working order, reasonable wear and
tear excepted, in compliance with the FCC Rules and sound engineering practices
as further detailed in the Equipment Service Level Requirements set forth in
Schedule 7.1(b) and, in the case of Transmission Equipment used in connection
with any Leased Spectrum, in accordance with the terms and conditions of the
Primary Lease governing the use of such Leased Spectrum. If Operator elects to
replace or cease using any Sprint Transmission Equipment, Operator will provide
Sprint with reasonable advance notice of such removal and will dispose of such
equipment, at Operator's sole cost and expense, as Sprint reasonably requests.
Any equipment used to replace Sprint Transmission Equipment will be considered
Operator Transmission Equipment. Upon expiration of the Term, Operator will
surrender all then existing Sprint Transmission Equipment to Sprint in the same
condition as it was received from Sprint, reasonable wear and tear excepted.
Operator will bear the risk of any casualty, damage, or theft to the
Transmission Equipment Operator will assure that all use of the Spectrum during
the Term is in compliance, in all material respects, with all applicable laws,
including the FCC Rules. The appropriate Sprint Licensee will exercise such
supervision and control as is required by the FCC Rules over Operator's
activities under this Section 7.1 with respect to its Sprint Spectrum prior to
the Long Term De Facto Lease Effective Date applicable to such Sprint Spectrum.
Notwithstanding anything to the contrary contained herein, should Operator's
rights to use any Transmission Equipment terminate and Sprint obtains possession
or control of any such Transmission Equipment, such equipment will no longer be
considered Transmission Equipment for purposes of this Agreement, provided,
however, that this sentence will not be construed as a waiver of Sprint's rights
with respect to any obligations of Operator with respect to such equipment
accruing prior to the date on which Operator's rights to use such equipment
terminate and Sprint takes possession or control of such equipment.

                  7.2 Option to Purchase or Continue to Use Transmission
Equipment. All Transmission Equipment used in connection with any Leased
Spectrum will be subject to any and all purchase options or other rights to use
such Transmission Equipment set forth in the Primary Lease governing the use of
the Leased Spectrum for which such equipment is used, including any option for
the Third Party Licensee to purchase certain equipment used in connection with
the transmission of its video programming for $1.00. Furthermore, to the extent
any Transmission Equipment is used solely in connection with the performance of
any Rejected Primary Lease pursuant to the Spectrum Operation Agreement, such
Transmission Equipment will be subject to any applicable purchase option set
forth in such Rejected Primary Lease. No later than 10 business days after
delivery of a written request by Sprint, Operator will provide Sprint with such
documentation as Sprint reasonably requests to evidence Operator's compliance
with the obligations set forth in this Section 7.2.

                  7.3 Site Availability. Subject to Article XVI, Operator will
be responsible, at its sole cost and expense, for securing the rooftop,
transmission tower, and

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equipment room space necessary for the installation of the transmission
facilities that operate on or in connection with any Spectrum. Operator will
ensure that any lease or contractual agreement for rooftop, transmission tower,
or equipment room space for use in connection with the Spectrum will be freely
assignable by Operator to Sprint. Prior to entering into an agreement for the
use of such facilities and space, Operator will consult with Sprint regarding
the availability of facilities owned or leased by a Sprint Entity. In the
development of the advanced high speed wireless data system in Region 1,
Operator will procure tower space, backhaul and other network elements and
services for use in such system from a Sprint Entity when commercially and
competitively reasonable provided that any such Sprint Entity responds to any
such inquiry by Operator in a timely manner.

                  7.4 Use of Transmission Facilities Following Term of Primary
Lease. Any lease or contractual agreement for rooftop, transmission tower, or
equipment room space for use in connection with the Leased Spectrum will contain
a clause permitting the applicable Third Party Licensee to use such space
following expiration of the Primary Lease if, pursuant to the Primary Lease, the
relevant Sprint Subsidiary would be obligated to include or use efforts to
obtain such a clause if such Sprint Subsidiary were entering into such an
agreement.

                  7.5 Construction. Operator will, within the time periods
required pursuant to the FCC Rules, Leased Authorizations and Primary Leases,
construct and place into operation all facilities specified under the Primary
Leases and Leased Authorizations, as the same may be amended or modified from
time to time. Operator will timely construct and place into operation all
facilities which are not presently constructed but are required under the
Primary Leases for the relaying of the underlying Third Party Licensee's
programming to its transmission facility and for the transmission of that
programming. Operator will, within the time periods required pursuant to the
Sprint Authorizations and the FCC Rules, construct and place into operation all
facilities required under the Sprint Authorizations and FCC Rules. Operator will
comply in all respects with any "substantial service" or other performance
requirements imposed by the FCC or the FCC Rules with respect to each Sprint
Authorization and Leased Authorization. Schedule 7.5 sets forth a list of all
receive site obligations pursuant to the Primary Leases and Operator agrees to
construct such receive sites in accordance with the terms of the applicable
Primary Leases.

                  7.6 Insurance. Operator will, at its own cost and expense,
maintain with sound and financially reputable insurers, (a) General Commercial
Liability Insurance covering liability resulting from Operator's operation of
the Transmission Equipment with limits of not less than [***] combined single
limit per occurrence for bodily injury and property damage liability and [***]
aggregate limit, (b) "All Risk" property insurance covering the Transmission
Equipment for its full replacement value, and (c) Worker's
Compensation/Employers' Liability, Business Auto liability and other insurance
required by law. Each Sprint Subsidiary will be named as an additional
insured/loss payee under such insurance policies. No later than 30 days after
the Initial Closing Date, Operator will provide Sprint with a certificate of
insurance of the coverages required to be maintained pursuant to this Section
7.6. Such certificate will name each Sprint Subsidiary as an additional insured
or as an additional loss payee, as appropriate, and will provide that such
insurance may not be cancelled except upon 60 days written notice from the
insurer to Sprint.

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                  7.7 Obligation to Operate. [***]. Any launch of such a system
and Operator's obligations pursuant to this Section 7.7, but not Operator's
obligations under Section 7.5 hereof, is subject to the availability to Operator
of at least [***]. Operator will be solely responsible for the operation,
marketing and customer service support for its business operations. Operator
will, to the extent required under any Primary Lease, provide any Third Party
Licensee with access to such services as are offered over the Spectrum by
Operator. Nothing contained herein will be construed to restrict Operator to
using the Spectrum for other purposes besides an advanced high speed data system
provided that Operator has complied with the provisions of this Section 7.7.

                  7.8 Inspection Rights. Sprint will have the right, upon
reasonable advance notice (which may be given telephonically or otherwise), to
inspect any facilities used in connection with the operation of the Spectrum,
including all tower facilities identified in Schedule 16 for the sole purpose of
determining compliance with this Agreement. Notwithstanding anything to the
contrary contained herein, Sprint's right to access and inspect the facilities
hereunder will at a minimum be in accordance with the FCC Rules applicable to a
licensee's access to facilities used in connection with such licensee's FCC
authorizations.

                                  Article VIII
                            INFORMATION AND REPORTING

                  8.1 Financial Statements. No later than 45 days following the
end of each calendar quarter during the Term, Operator will deliver to Sprint a
report detailing all Primary Lease Fees, Primary Lease Reimbursements and all
amounts paid under the Tower Subleases and Substitute Tower Leases during such
calendar quarter. No later than April 1 of each year during the Term, Operator
will deliver to Sprint an unaudited balance sheet as of the end of the previous
fiscal year of Guarantor, on a consolidated basis. Within 30 days following
receipt of its audited financial statements Operator will deliver to Sprint an
audited balance sheet of Guarantor on a consolidated basis as of the end of the
most recent year. To the extent there is a material change in the financial
condition of the Guarantor or Operator as reflected in such balance sheet which
reasonably calls into question Operator's ability, or indicates that Operator
may not be able, to fulfill its obligations under this Agreement, Operator will
provide Sprint with such other financial statements and information as
reasonably requested by Sprint to demonstrate the ability of Operator and
Guarantor to satisfy their obligations under this Agreement. No later than
January 31 of each year, Operator will deliver to Sprint a report certifying
that, except as set forth therein, Operator is in compliance with this Agreement
and all Primary Leases, including all construction obligations. Any financial
statements, certificates or other information provided

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[*** Confidential Treatment Requested]

                                       38


to Sprint pursuant to this Section 8.1 will be Confidential Information of
Operator. Each report required pursuant to this Section 8.1 will be certified by
an officer of Operator as true and correct.

            8.2   Spectrum and Operator Controlled Spectrum. During the Term,
Operator will, no later than 30 days following written notice from Sprint,
provide Sprint with access to such records and information concerning the
Spectrum and Operator Controlled Spectrum as are reasonably needed to determine
compliance with the terms of this Agreement or to evaluate whether Sprint should
elect to exercise any of its rights under Sections 17.1 or 17.2. Sprint may
access such records during business hours at Operator's offices or at such other
place, or in such other manner, as mutually agreed upon by the Parties.
Notwithstanding anything to the contrary contained herein, unless Operator is
then in breach of this Agreement, Sprint will not be entitled to review
information with respect to any given Closed Market more than twice during any
calendar year.

                                   Article IX
                         REPRESENTATIONS AND WARRANTIES

                  9.1 By Operator. Operator represents and warrants to Sprint
that:

            (a)   Organization. Operator is duly organized, validly existing and
      in good standing under the laws of the state or commonwealth of its
      formation, and has full power and authority to carry out all of the
      transactions contemplated by this Agreement.

            (b)   Authorization; Valid and Binding Agreement. Operator has taken
      all action necessary to authorize the execution and delivery of this
      Agreement. Upon execution and delivery, this Agreement will constitute a
      valid and binding agreement of Operator, enforceable in accordance with
      its terms. The person signing this Agreement on behalf of Operator is duly
      authorized to execute and deliver this Agreement and to legally bind
      Operator to all of the terms, covenants and conditions contained in this
      Agreement.

            (c)   No Violation. Except as disclosed in this Agreement, as of the
      Effective Date, neither the execution and delivery of this Agreement nor
      the consummation of the transactions contemplated by this Agreement, will
      constitute a violation of, be in conflict with, or constitute a default
      under, any term or provision of any agreement governing Operator's
      formation or other governing instruments, or any agreement or commitment
      to which Operator is bound, or any judgment, decree, order, regulation or
      rule of any court or governmental authority, or any statute or law. Except
      for any consent or approval of any governmental entity which may be
      required with respect to Operator's use of the Towers contemplated
      pursuant to this Agreement, and except for FCC approval of the long term
      de facto transfer leasing of Sprint Spectrum, no consent of any federal,
      state or local authority is required, or if required has failed to be
      obtained, in connection with the execution and delivery of this Agreement
      by Operator or with the performance of the transactions contemplated by
      this Agreement by

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Operator. Operator is eligible to serve as a long term de facto transfer lessee
pursuant to the FCC Rules.

            (d)   Litigation. Except as specifically disclosed herein, as of the
      Effective Date there is no action, suit, proceeding or investigation
      pending or, to the actual knowledge of Operator, threatened against
      Operator before any court, administrative agency or other governmental
      body relating in any way to the transactions contemplated by this
      Agreement. Except as specifically disclosed herein, as of the Effective
      Date no unsatisfied judgment, order, writ, injunction, decree or
      assessment of any court or of any federal, state, local or other
      governmental department, commission, board, bureau, agency or
      instrumentality relating in any way to this Agreement or any other
      agreements, certificates or instruments to be executed and delivered
      herewith has been entered against and served upon Operator. Except as
      specifically disclosed herein, as of the Effective Date, there is no
      action, proceeding or investigation pending or, to the best knowledge of
      Operator, threatened against Operator which questions or challenges the
      validity of or otherwise seeks to prevent the consummation or performance
      of this Agreement.

            (e)   Financial Statements. Operator has delivered to Sprint the
      consolidated unaudited balance sheet of Guarantor for the period ending
      June 30, 2004 (the "Financial Statements"). The Financial Statements are
      the Confidential Information of Operator. The Financial Statements are not
      prepared in accordance with GAAP, but are consistent with the books and
      records of Guarantor and fairly present the financial condition, assets
      and liabilities, and the results of operations of Guarantor and Operator
      at the respective dates of, and for the periods referred to in, such
      Financial Statements and reflect any adjustments made to the Financial
      Statements. The Financial Statements reflect the consistent application of
      accounting principles throughout the periods involved.

            (f)   Financing Commitment. Schedule 9.1(f) sets forth a complete
      and accurate summary of the financing commitments Guarantor and Operator
      have obtained to enable Operator to perform its obligations under this
      Agreement. Attached as Exhibits to Schedule 9.1(f) is a letter from
      Clearwire Corporation certifying that Schedule 9.1(f) is true and correct.

                  9.2 By Sprint. Each Sprint Subsidiary represents and warrants
to Operator that:

            (a)   Organization. Such Sprint Subsidiary is duly organized,
      validly existing and in good standing as a corporation under the laws of
      the state or commonwealth of its formation, and has full power and
      authority to carry out all of the transactions contemplated by this
      Agreement.

            (b)   Authorization; Valid and Binding Agreement. Such Sprint
      Subsidiary has taken all action necessary to authorize the execution and
      delivery of this Agreement. Upon execution and delivery, this Agreement
      will constitute a valid and binding agreement of such Sprint Subsidiary,
      enforceable in accordance with its terms.

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      The person signing this Agreement on behalf of such Sprint Subsidiary is
      duly authorized to execute and deliver this Agreement and to legally bind
      such Sprint Subsidiary to all of the terms, covenants and conditions
      contained in this Agreement.

            (c) No Violation. Except as disclosed on Schedule 9.2(c), as of the
      Effective Date: (i) neither the execution and delivery of this Agreement
      nor the consummation of the transactions contemplated by this Agreement
      will constitute a violation of, be in conflict with, or constitute a
      default under, any term or provision of any agreement governing such
      Sprint Subsidiary's formation or other governing instruments, or any
      agreement or commitment to which such Sprint Subsidiary is bound, or any
      judgment, decree, order, regulation or rule of any court or governmental
      authority, or any statute or law; and (ii) except for any consent or
      approval of any governmental entity which may be required with respect to
      Operator's use of the Towers contemplated pursuant to this Agreement, and
      except for FCC approval of the long term de facto transfer leasing of
      Sprint Spectrum, no consent of any federal, state or local authority is
      required, or if required has failed to be obtained, in connection with the
      execution and delivery of this Agreement by such Sprint Subsidiary or with
      the performance of the transactions contemplated by this Agreement by such
      Sprint Subsidiary.

            (d) Litigation. Except as disclosed on Schedule 9.2(d), as of the
      Effective Date, there is no action, suit, proceeding or investigation
      pending or, to the actual knowledge of Sprint, threatened against such
      Sprint Subsidiary before any court, administrative agency or other
      governmental body relating in any way to the transactions contemplated by
      this Agreement. Except as disclosed on Schedule 9.2(d), as of the
      Effective Date, no unsatisfied judgment, order, writ, injunction, decree
      or assessment of any court or of any federal, state, local or other
      governmental department, commission, board, bureau, agency or
      instrumentality relating in any way to this Agreement or any other
      agreements, certificates or instruments to be executed and delivered
      herewith has been entered against and served upon such Sprint Subsidiary.
      Except as disclosed on Schedule 9.2(d), as of the Effective Date, there is
      no action, proceeding or investigation pending or, to the best knowledge
      of such Sprint Subsidiary, threatened against such Sprint Subsidiary which
      questions or challenges the validity of, or which otherwise seeks to
      prevent the consummation or performance of this Agreement.

            (e) FCC Licenses. Solely for the purposes of this Section 9.2(e),
      the term "Sprint Authorizations" will mean solely those authorizations set
      forth in Schedule R-3, the term "Primary Leases" will mean solely those
      channel leases set forth in Schedule R-2, the term "Leased Authorizations"
      will mean solely those authorizations set forth on Schedule R-2, the term
      "Sprint Spectrum" means solely the spectrum authorized pursuant to the
      Sprint Authorizations, and the term "Leased Spectrum" means solely the
      spectrum authorized pursuant to the Leased Authorizations, irrespective of
      the Initial Closing Date or any Market Closing Date.

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                        (i) As of the Effective Date, each Sprint Licensee holds
            and is fully qualified and authorized in all respects to hold, the
            Sprint Authorizations which have been granted to it by the FCC.

                        (ii) As of the Effective Date, there is no condition
            imposed by the FCC as part of the Sprint Authorizations, or to the
            knowledge of such Sprint Subsidiary, as a part of the Leased
            Authorizations, that is neither set forth on the face thereof as
            issued by the FCC nor contained in the FCC Rules applicable
            generally to stations of that type, nature, class or location;
            except for actions or proceedings affecting ITFS or MDS facilities
            generally, no application, action or proceeding is pending or
            threatened (nor is there any basis for) that is reasonably likely to
            result in the denial of an application for renewal, the revocation,
            modification, non-renewal or suspension of the Sprint
            Authorizations, or the issuance of a cease-and-desist order,
            forfeitures or other administrative or judicial sanctions relating
            to the operation of the Sprint Spectrum. Such Sprint Subsidiary's
            operations and activities are now being conducted and, since January
            1, 2000 have been conducted in compliance, in all material respects,
            with the Communications Act of 1934, as amended, and the FCC Rules.

                        (iii) Except as disclosed on Schedule 9.2(e)(iii), as of
            the Effective Date no application is presently pending before the
            FCC proposing any modification to or extension or renewal of any
            Sprint Authorization or any Leased Authorization.

                        (iv) Except as disclosed on Schedule 9.2(e)(iv), each
            Sprint Authorization was validly issued in accordance with
            procedures that comply with the FCC Rules and other applicable laws,
            is issued pursuant to a Final Order and is in full force and effect
            as of the Effective Date. To the best knowledge of Sprint, except as
            disclosed on Schedule 9.2(e)(iv), each Leased Authorization was
            validly issued in accordance with procedures that comply with the
            FCC Rules and other applicable laws, is issued pursuant to a Final
            Order and is in full force and effect as of the Effective Date. As
            used in the immediately preceding sentence, Sprint will only be
            deemed to have knowledge of a matter if the event forming the basis
            of the inaccuracy or omission in the representation and warranty
            herein provided occurred on or after January 1, 2000 and Sprint had
            actual knowledge of such event.

                        (v) Except as set forth on Schedule 9.2(e)(v), as of the
            Effective Date, Sprint has not received notice from any Third Party
            Licensee of any material breach or default by a Sprint Subsidiary
            under any Primary Lease which has not been cured and Sprint does not
            know of any matters which exist or are imminent which would
            constitute a default by any Sprint Subsidiary under any Primary
            Lease.

                        (vi) Except as set forth on Schedule 9.2(e)(vi), within
            the 24 months preceding the Effective Date, Sprint has not received
            notice of any material breach or default (including any non-payment)
            by a Sprint Subsidiary

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                                       42


            under any Tower Lease which has not been cured and Sprint does not
            know of any matters which exist or are imminent which would
            constitute a default by any Sprint Subsidiary under any Tower Lease.

                        (vii) Other than the interference consents set forth on
            Schedule 9.2(e)(vii), no Sprint Subsidiary has agreed to accept
            electromagnetic interference to the operation of any Sprint Spectrum
            within a 35-mile radius of its licensed transmission point from the
            operation of other ITFS or MDS stations which are licensed to
            transmit from a point which is outside of such 35-mile radius.

                        (viii) Other than the interference consents set forth on
            Schedule 9.2(e)(viii), to the best knowledge of Sprint, no Licensee
            has agreed to accept electromagnetic interference to the operation
            of any Leased Spectrum within a 35-mile radius of its licensed
            transmission point from the operation of other ITFS or MDS stations
            which are licensed to transmit from a point which is outside of such
            35-mile radius. As used in the immediately preceding sentence,
            Sprint will only be deemed to have knowledge of a matter if the
            event forming the basis of the inaccuracy or omission in the
            representation and warranty herein provided occurred on or after
            January 1, 2000 and Sprint had actual knowledge of such event.

                  9.3   Survival of Representations and Warranties. The
representations and warranties contained in this Agreement (and all annexes
attached hereto) will survive until the [***] of the Initial Closing Date.

                                    Article X
                              DEFAULTS; TERMINATION

                  10.1  Termination for Loss of Authorizations or Primary
Leases. Without further liability to either Sprint or Operator (unless the
termination of this Agreement with respect to any Spectrum is due to a breach by
either Party of its obligations under this Agreement or the Primary Lease for
such Spectrum or due to the negligence or willful misconduct of either Party),
this Agreement will terminate with respect to particular Spectrum if: (a) the
Authorization for such Spectrum is terminated, cancelled or a timely-filed
application for renewal of such authorization is dismissed or denied with
prejudice by the FCC; (b) such Spectrum is Sprint Spectrum and Sprint's
authority to lease such Sprint Spectrum to Operator in accordance with the terms
of this Agreement is terminated by the FCC; or (c) such Spectrum is Leased
Spectrum and either (i) the Third Party Licensee's authority to lease such
Leased Spectrum to the respective Sprint Subsidiary in accordance with the
relevant Primary Lease is terminated by the FCC; (ii) Sprint's authority to
permit Operator's use of such Leased Spectrum in accordance with the terms
hereof is terminated by the FCC; or (iii) the Primary Lease regarding such
Leased Spectrum expires by its terms or is terminated.

                  10.2  Termination by Agreement or for Default. This Agreement
may be terminated without liability to the terminating Party: (a) at any time by
mutual agreement of the Parties; (b) immediately by the terminating Party upon a
material breach by the other Party,

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including the failure to pay the Monthly Fee or any reimbursements due
hereunder, if such material breach is not cured within 30 days (15 business days
if breach is non-payment) after receipt of written notice from the terminating
Party; provided, however, if any breach not involving the payment of money is of
a nature such that it is not capable of being cured within such 30 day period,
this Agreement may not be terminated if the breaching Party commences action to
cure such breach during such 30 day period and thereafter proceeds with due
diligence to fully cure such breach; or (c) immediately by a Party upon
institution of proceedings under the present or future United States Bankruptcy
Code with respect to the other Party, or if a receiver or trustee is appointed
for or ordered to take possession of and/or to dispose of the other Party's
business or property, or if the other Party makes any assignment or conveyance
for the benefit of its creditors (provided that the other Party will have a
period of 60 days to obtain a dismissal of any involuntary proceedings or
procedures brought against it before this Agreement may be terminated as a
result thereof). Termination will be effective upon the later of written notice
of such termination by the terminating Party to the other Party or the
expiration of any available cure period or other time period, as applicable;
provided, however, that neither termination nor expiration of this Agreement
will relieve either Party of liabilities previously accrued hereunder.
Notwithstanding anything to the contrary contained herein, a material breach of
this Agreement will include (a) if the Parent Guaranty or any portion thereof is
or becomes invalid, void, voidable or otherwise unenforceable for any reason
whatsoever, including the insolvency or dissolution of the Guarantor, or (b) the
occurrence of a second or subsequent Construction Default. A "Construction
Default" means (a) the failure to timely construct any facilities required to be
constructed pursuant to any Primary Lease, Leased Authorization or Sprint
Authorization within the applicable time periods specified therein or applied
thereto under the FCC Rules which failure is the basis for the termination
(whether or not such termination actually occurs) of any Primary Lease, Leased
Authorization or Sprint Authorization by Final Order, but taking into effect any
Final Order which extends such time period and which is effective prior to the
expiration of the previously specified time period, or with respect to
contractual obligations pursuant to a Primary Lease to construct, any amendment
to the applicable Primary Lease, or written waiver of the terms of the
applicable Primary Lease, which extends such time period and which is effective
prior to the expiration of the previously specified time period in the Primary
Lease; or (b) the failure to provide "substantial service" or other performance
requirements imposed by the FCC or FCC Rules with respect to each Sprint
Authorization or Leased Authorization, but taking into effect any Final Order
which extends such applicable time period and which is effective prior to the
expiration of any applicable previously specified time period, which failure is
the basis for the FCC to terminate, cancel or forfeit the Sprint Authorization
or Leased Authorization or to take action to: (i) reduce the GSA for any Leased
Authorization or Sprint Authorization (other than a BTA authorization) resulting
in a reduction in excess of ten percent (10%) of the MHz Households authorized
to be serviced by such Sprint Authorization or Leased Authorization, or (ii) in
the case of any BTA authorization that is a Leased Authorization or Sprint
Authorization, reduce the GSA for such Leased Authorization or Sprint
Authorization resulting in a reduction in excess of twenty percent (20%) of the
MHz Households authorized to be serviced pursuant to such BTA authorization,.
The first Construction Default, if any, will be a material breach of this
Agreement for all purposes other than Sprint's ability to terminate this
Agreement and Sprint may exercise any other remedy available pursuant to this
Agreement, at law or in equity, irrespective of any cure periods otherwise set
forth in this Section 10.2.

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                  10.3 Partial Termination for Default. Upon the election of
Operator, this Agreement will terminate with respect to a particular portion of
the Spectrum if as a direct result of Sprint's breach of its obligations
hereunder: (a) Sprint's authority to operate such Sprint Spectrum is terminated
by the FCC; (b) Sprint's authority to lease, or Licensee's authority to operate
such Spectrum in accordance with the terms of the Primary Lease governing the
use of such Spectrum or this Agreement is terminated by the FCC; or (c) the FCC
terminates Licensee's authority or Sprint's authority to lease such Spectrum in
accordance with the terms and conditions of this Agreement. Upon the termination
of this Agreement with respect to any Spectrum pursuant to the immediately
preceding sentence, (i) Sprint will refund a portion of the Initial Fee and
Market Closing Payments equal to (A) the sum of the Initial Fee and Market
Closing Payments which have been paid, multiplied by (B) a fraction the
numerator of which is the number of MHz Households for the Spectrum subject to
the termination and the denominator of which is the total number of MHz
Households for all Proposed Spectrum as of the Effective Date and (ii) the
Monthly Fees will be reduced by a percentage determined by dividing (A) the
number of MHz Households for the Spectrum subject to the termination, by (B) the
number of MHz Households for all Proposed Spectrum as of the Effective Date.

                  10.4 Breach of Representations and Warranties. Notwithstanding
anything to the contrary contained herein, with respect to a breach of the
representations and warranties set forth in Section 9.2 herein by Sprint,
Operator's sole remedy will be pursuant to the indemnification provisions set
forth in Section 11.1 below.

                  10.5 Other Remedies, in the event of a material breach by a
Party under this Agreement, the other Party, in addition to having the right to
terminate this Agreement without liability, may pursue such other remedies as
may be available to it at law or in equity. Furthermore, Sprint may, at its sole
election, cure any breach by Operator under this Agreement (including any breach
under any Primary Lease) and Operator will pay Sprint any Costs which Sprint
incurs in curing such breach. Notwithstanding the preceding sentence, any
election by Sprint to cure a breach by Operator will not operate as a cure on
behalf of Operator and Sprint will retain all of its rights with respect to such
breach, including terminating this Agreement. Each Party has an affirmative duty
to mitigate its damages under this Agreement.

                  10.6 Expenses. Subject to the Party's arbitration obligations
set forth in Article XIV, if suit is brought because of the breach of any term
or provision contained in this Agreement on the part of Sprint or Operator which
such Party is obligated to keep or perform, the prevailing Party may recover all
expenses incurred therefor, including reasonable attorneys' fees.

                                   Article XI
                                 INDEMNIFICATION

                  11.1 Indemnification by Sprint. To the extent permitted by
law, each Sprint Subsidiary covenants and agrees to, and will, indemnify, defend
and hold harmless Operator, its members, directors, officers, employees,
affiliates and agents (the "Operator Indemnitee(s)") from and against, and will
reimburse any Operator Indemnitee on demand for, all liabilities, direct losses
or damages (including the loss of use of any Spectrum and any portion of the
Initial Fee and/or Monthly Fee fairly allocable to such Spectrum), claims,
demands,

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                                       45


actions, reasonable costs and expenses (including, without limitation,
reasonable court costs and attorneys' fees) which any of the Operator
Indemnitees may suffer, sustain, incur, pay or expend by virtue or as a result
of (a) any material breach or default by such Sprint Subsidiary of any of its
covenants, agreements, duties or obligations under this Agreement; (b) any
material breach or default of, or inaccuracy or omission in, any representation
or warranty of such Sprint Subsidiary contained in this Agreement; (c) any acts,
omissions, negligence or willful misconduct of such Sprint Subsidiary, its
owners, members, directors, officers, employees, affiliates and agents in
connection with the performance of this Agreement; or (d) the operation
construction, maintenance or use of the Spectrum prior to the Effective Date,
including but not limited to claims for infringement of patents arising from
such use of the Spectrum and any claims arising from facts and circumstances
occurring prior to an applicable Closing.

                  11.2 Indemnification by Operator. To the extent permitted by
law, Operator covenants and agrees to, and will, indemnify, defend and hold
harmless Sprint Subsidiaries, their members, directors, officers, employees,
affiliates and agents (the "Sprint Indemnitee(s)") from and against, and will
reimburse any Sprint Indemnitee on demand for, all liabilities, direct losses or
damages, claims, demands, actions, reasonable costs and expenses (including
without limitation, reasonable court costs and attorneys' fees) which any of the
Sprint Indemnitees may suffer, sustain, incur, pay or expend by virtue or as a
result of (a) any material breach or default by Operator of any of its
covenants, agreements, duties or obligations under this Agreement, including
failure to perform any obligation under any Primary Lease; (b) any material
breach or default of, or inaccuracy or omission in, any representation or
warranty of Operator contained in this Agreement; (c) any acts, omissions,
negligence or willful misconduct of Operator, its owners, members, directors,
officers, employees, affiliates and agents in connection with the performance of
this Agreement; (d) claims by customers of Operator or by subscribers to
Operator's services; (e) actions by the FCC or other federal, state or local
governmental authorities regarding the Transmission Equipment, towers and other
facilities or the use of the Spectrum; (f) Operator's construction, operation,
maintenance and repair of the Transmission Equipment, towers and other
facilities; (g) claims of libel, slander or the infringement of copyright or the
unauthorized use of any trademark, trade name or service mark or claims that the
content of any material transmitted over the Spectrum violates any pornography,
obscenity laws, or infringes privacy rights or any other claimed harm or
unlawfulness arising from any transmission; and (h) claims for infringement of
patents arising from Operator's use of the Spectrum.

                  11.3 Claims for Indemnification. Where indemnification under
this Article XI is sought by a Party (the "Claiming Party"): (a) it will notify
in writing the other Party (the "Indemnifying Party") promptly of any claim or
litigation or threatened claim to which the Indemnification relates; (b) upon
the Indemnifying Party's written acknowledgment of its obligation to indemnify
in such instance, in form and substance satisfactory to the Claiming Party, the
Claiming Party will afford the Indemnifying Party an opportunity to participate
in and, at the option of the Indemnifying Party, control, compromise, settle,
defend or otherwise resolve the claim or litigation (and the Claiming Party will
not effect any such compromise or settlement without the prior written consent
of the Indemnifying Party); and (c) the Claiming Party will cooperate with the
Indemnifying Party in its above-described participation in any compromise,
settlement, defense or resolution of such claim or litigation. If the
Indemnifying Party does not

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                                       46


so acknowledge its indemnification responsibility, the Claiming Party may
proceed directly to enforce its indemnification rights.

                                   Article XII
                                   ASSIGNMENT

            Each Sprint Subsidiary has the absolute right to assign any of its
rights and obligations under this Agreement provided that such Sprint Subsidiary
also assigns its rights and obligations to the Primary Leases and the Sprint
Authorizations to the same party or an affiliate of such party. Except as
expressly set forth in this Article XII, Operator may not assign, pledge,
hypothecate, sublease, or transfer in any manner whatsoever, any of its rights
and/or obligations under this Agreement, other than to an Operator Affiliate,
without Sprint's prior written consent, which will not be unreasonably withheld,
conditioned or delayed. Furthermore, Operator will not, through merger, sale or
any other transaction, change its ownership structure in any manner so that any
person(s) or entity(ies) which do not currently own at least 49% of the voting
securities of the Operator, have the right to vote more man 49% of Operator
equity units or elect more than 49% of the members of Operator's or Guarantor's
board of directors or similar governing body after such transaction (a "Change
in Control"), unless Operator has obtained Sprint's prior written consent which
will not be unreasonably withheld, conditioned or delayed; provided, however,
that Sprint's consent will not be required in any such transaction where either
(a) Operator provides at least 30 days prior written notice of the transaction
and the surviving or acquiring entity (or Guarantor in the event of a
restructuring event as described above) has sufficient resources to perform its
obligations under this Agreement, as determined in Sprint's reasonable
discretion, or (b) if such transaction occurs after substantially all of the
Markets are built and Operator is providing services in such Markets.
Notwithstanding anything to the contrary contained herein, Operator will not
assign, pledge, hypothecate, sublease or transfer in any manner whatsoever, its
rights and/or obligations under this Agreement to any Prohibited Entity (as
defined below) without Sprint's prior written consent, which may be withheld in
Sprint's sole discretion. As used herein, a "Prohibited Entity" means any entity
which, and any now hereafter subsidiary or affiliate of such entity (or
successor entity) operates under the name [***] Any assignment, pledge,
hypothecation, sublease or transfer in any manner whatsoever which violates this
Article XII will be null and void. Any Change in Control in violation of this
Article XII will be a material breach of this Agreement. Provided that Operator
provides Sprint with 15 days advance written notice thereof, Operator may pledge
its rights under this Agreement and its rights to the Transmission Equipment for
any financing it may incur in connection with the development of Region 1,
provided, however, that any such financing and/or pledge will be subject to the
rights of Sprint hereunder and the Licensees under the Primary Leases,
including, but not limited to, such Licensee's rights to purchase any
Transmission Equipment as set forth in the Primary Leases. If either Party
completes an assignment pursuant to this Article XII, the Party making or
completing any such assignment will, give written notice to the other Party of
the name and address of any such assignee within 30 days following the
completion of such assignment. Following the 5th anniversary of the Effective
Date, Operator may permit a third party to have exclusive use of up to 48 MHz of
the Spectrum in each Market without obtaining Sprint's prior consent, provided
that: (a) Operator provides Sprint with at least 30 days advance written notice
of the specific terms and conditions

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of such sublease, (b) the person or entity using such Spectrum agrees in writing
to be bound to all of the restrictions and obligations contained herein with
respect to such Spectrum, (c) Operator remains primarily liable for the complete
performance of the terms of this Agreement with respect to such Spectrum, (d)
the person or entity using such Spectrum agrees in writing to provide periodic
certifications, as Sprint reasonably requests, evidencing its compliance with
build out and construction obligations with respect to such Spectrum, and (e)
Sprint may, in its reasonable discretion, require additional Security for
performance of the obligations with respect to such Spectrum. Notwithstanding
anything to the contrary contained herein, if there occurs a Change in Control
which results in any Prohibited Entity having the right to vote more than 49% of
Guarantor's or Operator's equity units or elect more than 49% of the members of
Guarantor's or Operator's board of directors, or similar governing body, the
Monthly Fee otherwise payable pursuant to Section 6.4 will, on a going forward
basis, be increased by [***] of such amount otherwise payable. Notwithstanding
anything to the contrary contained in this Article XII, Operator's rights under
this Article XII are subject to Operator obtaining any necessary consent of any
Third Party Licensee to the extent required under any Primary Lease.

                                  Article XIII
                             CONFIDENTIALITY; [***]

                  13.1 Confidentiality. The Parties acknowledge that
Confidential Information (as such term is defined below) may be made available
to them pursuant to this Agreement, and that such Confidential Information has
been and will be developed by the other Party at considerable effort and expense
and represents special, unique and valuable proprietary assets of such Party
that is not ordinarily disclosed to the public, the value of which may be
destroyed by unauthorized dissemination. Each Party acknowledges and agrees that
it will become privy to Confidential Information of the other Party which could
be used in a manner harmful to the Party owning such Confidential Information.
Therefore, each Party agrees it will not use any Confidential Information of the
other Party in the development, operations, planning, marketing, or distributing
of any products or services which compete with those offered by the other Party.
Furthermore, except as may be required for the performance of this Agreement, or
compliance with any applicable law, during the Term and for a [***] neither
Party nor any of its employees, representatives, agents or affiliates will make
use of, disseminate, or in any way disclose any Confidential Information to any
third person, firm, corporation or other entity for any reason whatsoever, said
undertaking to be enforceable by injunctive or other equitable relief to prevent
any violation or threatened violation thereof. Each Party will exercise
reasonable care to protect the Confidential Information and will disclose
Confidential Information only to those of its employees, representatives, agents
or affiliates who need to know such information in connection with performance
of this Agreement. Either Party may disclose Confidential Information if
required by any judicial or governmental request, requirement or order, provided
that such Party will take reasonable steps to give the other Party sufficient
prior notice in order to contest such request, requirement or order by notifying
the other Party of such request. As used herein, the term "Confidential
Information" means all technical, business, financial and other confidential or
proprietary information of a Party, any information or material that has been
created, discovered, developed or otherwise become known to a Party (including,
without limitation, information created, discovered, developed or made known to
such Party by third parties) which has commercial value in the
telecommunications

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[*** Confidential Treatment Requested]

                                       48


business and which is designated in writing by the other Party as confidential.
Notwithstanding the lack of any designation by either Party of any information
as confidential, any engineering design, manufacturing processes or source code,
non-public financial information regarding such Party, information relating to
research and development, new product pricing and marketing plans of such Party,
and non-public information relating to such Party's operations, revenues, trade
secrets or management practices will be Confidential Information. "Confidential
Information" will not include information of a Party which: (a) has been or
becomes published or is now or is in the future in the public domain through no
action of the Party receiving such information pursuant to this Agreement; (b)
prior to disclosure hereunder, is within the legitimate possession of a Party as
evidenced by competent written proof of such legitimate possession; (c)
subsequent to disclosure hereunder, is lawfully received from a third party
having rights therein without restriction of the third party's rights to
disseminate the information and without notice of any restriction against its
further disclosure; or (d) is independently developed or acquired by a Party
through persons who have not had, either directly or indirectly, access to or
knowledge of such Confidential Information.

                  13.2 No Publicity Without Consent. Except as may be required
by applicable law, neither Party will disclose any of the terms and conditions
set forth herein to any non-affiliated party, without prior coordination with
and advance written approval by the other Party, which may be granted or
withheld at the other Party's sole discretion. Notwithstanding the foregoing,
either Party may disclose the terms and conditions of this Agreement to its
legal and financial advisors, investors and/or lenders, provided, however that
any person receiving such information will agree to be subject to the terms of
Section 13.1. Unless otherwise agreed to by Sprint, Operator may not use
Sprint's name or logo or any other trade name or logo which is owned or
controlled by any Sprint Entity. Unless otherwise agreed to by Operator, no
Sprint Subsidiary may use Operator's name or logo or any other trade name or
logo which is owned or controlled by Operator or its affiliates. Either Party
may disclose the existence of this Agreement provided that such disclosing Party
gives the other Party advance written notice of its intent to make such
disclosure.

                                     [***]

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                                   Article XIV
                                    DISPUTES

                  14.1 Dispute Resolution Through Arbitration. Unless otherwise
specifically provided for herein, the Parties will utilize good faith efforts to
resolve any disputes arising out of or relating to the negotiation, execution,
interpretation, performance or nonperformance of this Agreement through amicable
settlement discussions to be commenced by the giving of a written notice of
dispute by the Party claiming to be aggrieved. The notice of dispute will state
with specificity the matters in dispute, the position of the Party giving the
notice of dispute and the rationale for that position. If the Parties fail to
resolve the dispute by amicable settlement within 15 business days from the date
the notice of dispute is given, then either Party may then request the final
settlement of such dispute through arbitration in Kansas City, Missouri, under
the Commercial Arbitration Rules (the "Rules") of the American Arbitration
Association (the "AAA") by notifying the other Party and the AAA in accordance
with the Rules. The arbitration will be conducted by three (3) arbitrators
appointed in accordance with the Rules and will be conducted pursuant to
expedited and accelerated procedures. The arbitrators will decide the issues
submitted to them in accordance with the provisions and commercial purposes of
this Agreement. The Parties agree that the award of the arbitrators will be
final and waive any right to trial by jury or to challenge the arbitrators'
award. However, any Party aggrieved by a default by the other may seek immediate
injunctive relief before any court of competent jurisdiction and agree that such
relief will not be sought to avoid or stay the arbitration. Judgment on the
award of the arbitrators may be entered in any court having jurisdiction over
the Party against whom enforcement of the award is being sought, and the Parties
hereby irrevocably consent to the jurisdiction of any such court for the purpose
of enforcing any such award. In their final award, the arbitrators will require
that the losing Party to the arbitration pay all reasonable costs (including
without limitation reasonable fees of counsel) incurred in conducting the
arbitration. The Parties will facilitate the arbitration by (a) making available
to one another and to the arbitrators for examination, inspection and
extraction, all documents, books, records and personnel under their control if
determined by the arbitrators to be relevant to the dispute and not otherwise
privileged from disclosure, subject to written agreement by the arbitrators to
hold all Confidential Information so disclosed in confidence, and (b) observing
strictly the time periods established by the rules or by the arbitrators for
submission of evidence or briefs. The Parties acknowledge and agree that time is
of the essence in resolving any dispute submitted to arbitration.
Notwithstanding anything in this Section 14.1 to the contrary, with respect to
any dispute regarding Sprint's obligations pursuant to Section 17.1(d), (a
"Spectrum Grouping Dispute"), the parties will submit the dispute to a mutually
agreeable independent qualified industry engineering consultant (an "Engineering
Arbitrator") who will serve as the arbitrator for such dispute in the manner set
forth in this Section 14.1. If the parties are unable to agree to a single
Engineering Arbitrator, each Party will select one independent qualified
engineering consultant who will serve as an Engineering Arbitrator; and each
Party will submit the names of no more than three additional independent
qualified industry engineering consultants to the two Engineering Arbitrators
selected by Sprint and Operator who will then select a third Engineering
Arbitrator from the combined lists submitted by Sprint and Operator. In such
event, the three Engineering Arbitrators so selected will serve as a panel of
arbitrators to decide the dispute pursuant to the terms set forth in this
Section 14.1.

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                  14.2 Specific Performance. Each of the Parties acknowledges
and agrees that the rights reserved to the other are of a special, unique,
unusual and extraordinary character, which gives them peculiar value, the loss
of which cannot be reasonably or adequately compensated for in damages in an
action at law and the breach by either Party of any of the provisions hereof
(other than provisions calling for the payment of money) will cause the other
irreparable damage and injury. In such event, the non-defaulting Party will be
entitled, as a matter of right, without further notice, to require of the other
Party specific performance of all of the acts, services and undertakings
required under this Agreement, including the obtaining of all requisite
authorizations to execute or perform this Agreement, and to obtain injunctive
and other equitable relief in any court of competent jurisdiction to prevent the
violation or threatened violation of any of the provisions of this Agreement.
Neither this provision nor any exercise by any Party of rights to equitable
relief or to specific performance herein granted will constitute a waiver of any
other rights which the non defaulting Party may have to damages or otherwise.

                  14.3 Jurisdiction and Venue. Subject to the provisions of
Section 14.1, any suit brought with respect to this Agreement will be brought in
the state or federal district court located in Kansas City, Missouri. For any
and all such purposes, the Parties hereby irrevocably submit to the jurisdiction
of such courts, waive all objections thereto (on the grounds of improper venue,
forum non conveniens or otherwise), and agree that service of process upon each
as provided in Section 14.1 will be effective to establish personal jurisdiction
over it in such courts.

                                   Article XV
                                    COVENANTS

                  15.1 Compliance with Law. Each of the Parties will comply with
the Communication Act of 1934, as amended, and the FCC Rules, will timely file
all reports, schedules and/or forms required by the FCC to be filed by it, and
will timely pay all fees required by the FCC to be paid by it, excepting only
the obligation of Sprint to pay certain fees which is otherwise assigned to
Operator herein.

                  15.2 [***] Pricing. Any Sprint Entity will have the right to
purchase, [***], products and services offered by Operator, or any Operator
Affiliate, within [***]. These products and services may include roaming
services for customers of any Sprint Entity. Operator will offer and provide any
such products and services to any Sprint Entity [***] on commercially reasonable
terms (including pricing) and if applicable, those terms that are generally made
available to Operator's other [***] customers purchasing comparable services
within [***]. Notwithstanding anything to the contrary contained herein, each
Sprint Entity will receive pricing for any products and services offered by
Operator or Operator Affiliate equal to the lesser of the following: [***]
Furthermore, Operator will negotiate in good faith to execute a roaming services
agreement with any Sprint Entity containing commercially reasonable roaming
rates, feature functionality and other terms necessary to

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provide the broadband wireless services which are available from time to time
on Operator's network in Region 1 to the customers of any Sprint Entity.

                  15.3 Other Relationships. It is recognized that from time to
time the Parties may have other opportunities with respect to excess spectrum
capacity on MDS and ITFS frequencies in areas outside of Region 1 and that the
Parties may be interested in pursuing an ability to lease such excess spectrum
capacity or to exchange certain spectrum assets. If a Party desires such a
relationship, the other Party will make available representatives for a
reasonable time via telephone or in person to discuss such possible
relationship. Furthermore, it is recognized that Sprint may desire to implement
an affiliate type relationship with Operator within Region 1 and that Operator
may be interested in pursuing such relationship. If Sprint desires such a
relationship, Operator will make available for a reasonable time representatives
via telephone or in person to discuss such possible relationship.
Notwithstanding anything to the contrary contained herein, this Section 15.3
will not be construed as placing an obligation for a Party to actually negotiate
or otherwise consider in good faith any offers or proposals made by the other
Party, it being agreed that the intent of this Section 15.3 is to provide the
Parties with a means by which to facilitate communications with each other with
respect to business opportunities and for no other purpose. In no event will
either Party be obligated to perform under this Section 15.3 if it reasonably
believes that receipt of any information from the other Party may have an
adverse impact upon its ability to pursue any business interest or opportunity
or that receipt of such information could create any liability to any third
party. Nothing contained in this Section 15.3 will be construed as a material
obligation of either Party.

                                   Article XVI
                            SPRINT'S TOWER FACILITIES

            Attached hereto as Schedule 16 is a list of tower locations
("Towers") in Region 1 and Sprint's contractual agreements to use space on the
Towers ("Tower Leases"). On the Initial Closing Date and each Market Closing
Date, Operator will enter into a Tower Sublease Agreement with the applicable
Sprint Subsidiary, in a form mutually agreed upon by the Parties, for each Tower
Lease (each a "Tower Sublease" and collectively the "Tower Subleases") for each
Market then Closing. To the extent landlord's consent is required to enter into
any Tower Sublease ("Tower Sublease Consent"), Sprint will use Efforts to obtain
such consent as specified in Section 2.8. From and after the Effective Date,
Operator will timely pay all Costs under each Tower Lease. Any material breach
or default by Operator under any Tower Sublease which results in the termination
of such Tower Sublease will be a material default under this Agreement,
provided, however that Sprint will not terminate this Agreement as a result of
such default if (a) Operator has obtained other tower space for the operation of
the Spectrum in the Market applicable to the defaulted Tower Sublease, which is
freely assignable to Sprint, (b) no other Tower Sublease has been terminated as
a result of a breach of a Tower Lease by Operator, and (c) such termination of
the Tower Sublease does not result in the termination of any Primary Lease,
Rejected Primary Lease, Leased Authorization or Sprint Authorization. To the
extent permitted under the Tower Leases and as may be required under any
Rejected Primary Lease, Operator will permit the underlying channel lessor of
such Rejected Primary Lease continuing access to such facilities.

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                                  Article XVII
                       SPRINT'S RIGHT TO RECAPTURE MARKET

            17.1 Recapture Right.

      (a) Pursuant to the terms of this Section 17.1, during the [***] Sprint
may elect to terminate a portion of this Agreement as it relates to certain
Spectrum and, subject to the receipt of any required consents or other
contractual obligations of Operator with respect to any Operator Controlled
Spectrum, to acquire certain Operator Controlled Spectrum in Closed Markets. As
used herein, the term "recapture" refers to Sprint's right to terminate this
Agreement as to such Spectrum and, subject to the receipt of any required
consents or other contractual obligations of Operator with respect to any
Operator Controlled Spectrum to acquire such Operator Controlled Spectrum. At
any time during the [***] Sprint may from time to time, by providing written
notice of Sprint's intent to exercise its recapture rights with respect to a
closed Market (a "Recapture Notice"), elect to recapture up to approximately
[***] of the total Spectrum and Operator Controlled Spectrum, excluding any
Operator Controlled Spectrum that Sprint has elected to exclude pursuant to
Section 17.l(h)(iv), in each Closed Market as of the Closing of such Closed
Market plus any additional Spectrum or Operator Controlled Spectrum in such
Closed Market which after such Closing became subject to this Agreement, less
any Spectrum or Operator Controlled Spectrum which is no longer subject to this
Agreement pursuant to the terms of this Agreement (other than any Spectrum or
Operator Controlled Spectrum which has been the subject to the exercise of the
recapture rights, Put Option or Call Option prior to any such election by
Sprint). As used herein, "Eligible Spectrum" means, subject to Section
17.1(h)(iv) and obtaining the necessary consents to transfer any Operator
Controlled Spectrum, all Spectrum and Operator Controlled Spectrum in a given
Closed Market then subject to the terms of this Agreement. Following the [***]
of the Initial Closing Date, Sprint may only recapture Unincorporated Spectrum.
"Unincorporated Spectrum" means any Spectrum or Operator Controlled Spectrum in
a Closed Market which (i) is not then being used by Operator, (ii) has not been
sublet by Operator to an unaffiliated third party as permitted pursuant to
Article XII, (iii) is not part of Operator's then current plan for deployment of
additional spectrum or services within the Term, or (iv) is capable of being
exchanged for other Spectrum or Operator Controlled Spectrum without material
interference to Operator's existing commercial operations. Each Recapture Notice
will identify the amount of Eligible Spectrum or Unincorporated Spectrum that
Sprint intends to recapture for such Closed Market. The amount of Eligible
Spectrum or Unincorporated Spectrum will be determined as of the date of such
Recapture Notice and on a MHz Household basis in accordance with the methodology
set forth on Exhibit B. The Eligible Spectrum or Unincorporated Spectrum, as
applicable, for a given Closed Market which Sprint will recapture pursuant to
this Section 17.1 is herein referred to as "Recaptured Spectrum". If Operator
assigns, pledges, hypothecates, subleases or transfers in any manner whatsoever,
any of its rights and/or obligations under this Agreement or should a Change in
Control occur after the Initial Term has expired, Sprint may exercise its rights
with respect to any Unincorporated Spectrum (not to exceed an amount which is
approximately [***] of all Eligible Spectrum in such Closed Market less any
amount

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of Eligible Spectrum in such Closed Market for which recapture rights, Put
Option and/or Call Option have been previously exercised in any Closed Market)
under this Section 17.1 in the same manner in which Sprint is permitted to
exercise such rights after the [***] of the Initial Closing Date.

      (b) For a period not to exceed 30 days following the Recapture Notice, the
Parties will negotiate in good faith to determine the identity of the Eligible
Spectrum or Unincorporated Spectrum which will be Recaptured Spectrum.

      (c) If the Parties do not reach agreement as to the identity of the
Recaptured Spectrum pursuant to Section 17.1(b), then:

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      (d) In creating the Spectrum Groupings as set forth in Section 17.1(c),
Sprint will:

            (i) Configure the Spectrum Groupings so that Operator may select a
      Spectrum Grouping which enables it to continue its operations.

            (ii) Use good faith efforts to create Spectrum Groupings which are
      conducive to the continued operation of Spectrum and Operator Controlled
      Spectrum.

            (iii) Use reasonable efforts to configure the Spectrum Groupings in
      a manner so as to minimize disruption of Operator's commercial operations.

            (iv) Configure the Spectrum Groupings in a manner which gives the
      Operator the opportunity to select a Spectrum Grouping, or Spectrum
      Groupings, containing at least [***] of contiguous spectrum.

If Operator disagrees that Sprint has created the Spectrum Groupings in
accordance with the requirements set forth in this Section 17.1(d) ("Spectrum
Groupings Criteria"), then such matter will be a Spectrum Grouping Dispute and
will be submitted to dispute resolution pursuant to Section 14.1.

      (e) No later than 30 days following the later of (A) the date on which the
identity of the Recaptured Spectrum is determined pursuant to Section 17.1(a),
(b) and (c) or (B) the Spectrum Grouping Dispute is resolved pursuant to Section
14.1:

            (i) Sprint and Operator will prepare all application forms and
      related exhibits, certifications and other documents necessary to secure
      the FCC's consent to an assignment of the authorizations to Sprint for any
      Recaptured Spectrum which is Operator Owned Spectrum (each, an "Owned
      Spectrum Assignment Application"). Subsequently, Sprint and Operator each
      will promptly and diligently prepare, file and prosecute all necessary
      amendments, briefs, pleadings, petitions for reconsideration, applications
      for review, waiver requests, documents and supporting data, and take all
      such actions and give all such notices as may be required or requested by
      the FCC or as may be appropriate to expedite the grant of any Owned
      Spectrum Assignment Application without conditions materially adverse to
      Sprint or Operator. If any person petitions the FCC to deny any Owned
      Spectrum Assignment Application, or if the FCC grants any Owned Spectrum
      Assignment Application and any person petitions for reconsideration or
      review of such grant before the FCC or appeals or applies for review in
      any judicial proceeding, then Sprint and Operator will use their Efforts
      to oppose such

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      petition before the FCC or defend such grant by the FCC. If the FCC denies
      any Owned Spectrum Assignment Application or grants any Owned Spectrum
      Assignment Application with conditions materially adverse to Operator or
      Sprint, then if requested to do so by such adversely affected Party, such
      Party and the other relevant Party will use their Efforts to secure
      reconsideration or review of such action. Sprint will be responsible for
      the payment of all Costs that the Parties incur in connection with their
      performance under this Section 17.1(e)(i), including all application fees
      imposed by the FCC on the filing of any Owned Spectrum Assignment
      Application and all legal fees incurred in the preparation and prosecution
      of any Owned Spectrum Assignment Application.

            (ii) To the extent that FCC consent is required for the assignment
      of any leases of any Recaptured Spectrum which is Operator Leased
      Spectrum, Sprint and Operator will prepare all application forms and
      related exhibits, certifications and other documents necessary to secure
      the FCC's consent to an assignment of the leases of any Recaptured
      Spectrum which is Operator Leased Spectrum (a "Recaptured Lease Assignment
      Application"). Subsequently, Sprint and Operator each will promptly and
      diligently prepare, file and prosecute all necessary amendments, briefs,
      pleadings, petitions for reconsideration, applications for review, waiver
      requests, documents and supporting data, and take all such actions and
      give all such notices as may be required or requested by the FCC or as may
      be appropriate to expedite the grant of any Recaptured Lease Assignment
      Application without conditions materially adverse to Sprint or Operator.
      If any person petitions the FCC to deny any Recaptured Lease Assignment
      Application, or if the FCC grants any Recaptured Lease Assignment
      Application and any person petitions for reconsideration or review of such
      grant before the FCC or appeals or applies for review in any judicial
      proceeding, then Sprint and Operator will use their Efforts to oppose such
      petition before the FCC or defend such grant by the FCC. If the FCC denies
      any Recaptured Lease Assignment Application or grants any Recaptured Lease
      Assignment Application with conditions materially adverse to Operator or
      Sprint, then if requested to do so by such adversely affected Party, such
      Party and the other relevant Party will use their Efforts to secure
      reconsideration or review of such action. Sprint will be responsible for
      the payment of all Costs that the Parties incur in connection with their
      performance under this Section 17.1(e)(ii), including all application fees
      imposed by the FCC on the filing of any Recaptured Lease Assignment
      Application and all legal fees incurred in the preparation and prosecution
      of the applications.

            (iii) To the extent that notice to the FCC is required prior to the
      assignment of any lease of any Recaptured Spectrum which is Operator
      Leased Spectrum, Sprint and Operator will prepare and timely file all
      notification forms and related exhibits, certifications and other
      documents necessary to notify the FCC in advance of the assignment of the
      lease of Recaptured Spectrum which is Operator Leased Spectrum (a
      "Recaptured Lease Assignment Notification"). Subsequently, Sprint and
      Operator each will promptly and diligently prepare, file and prosecute all
      necessary amendments, briefs, pleadings, petitions for

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      reconsideration, applications for review, waiver requests, documents and
      supporting data, and take all such actions and give all such notices as
      may be required or requested by the FCC or as may be appropriate to
      respond to any FCC inquiry or any third party petition or complaint
      regarding the assignment of the lease of such Operator Leased Spectrum in
      support of such assignment without conditions materially adverse to Sprint
      or Operator. If any person petitions for reconsideration or review of an
      FCC decision affirming such assignment before the FCC or appeals or
      applies for review in any judicial proceeding, then Sprint and Operator
      will use their Efforts to oppose such petition before the FCC or defend
      such grant by the FCC. If the FCC rejects any assignment of the lease of
      Operator Leased Spectrum that is the subject of a Recaptured Lease
      Assignment Notification or imposes conditions materially adverse to
      Operator or Sprint, then if requested to do so by such adversely affected
      Party, such Party and the other relevant Party will use their Efforts to
      secure reconsideration or review of such action. Sprint will be
      responsible for the payment of all Costs that the Parties incur in
      connection with their performance under this Section 17.1(e), including
      all application fees imposed by the FCC on the filing of any Recaptured
      Lease Assignment Notification and all legal fees incurred in the
      preparation and prosecution of the notification.

      (f) From and after the Recapture Notice through the date on which the
Parties determine the identity of the Recaptured Spectrum as set forth above,
Operator will not, without Sprint's prior consent, which will not be
unreasonably withheld, conditioned or delayed, make any material modifications
or changes in the operation of the Eligible Spectrum or enter into, or permit
any Third Party Licensee to enter into, any Coordination Documents with respect
to the Eligible Spectrum unless such modifications are required by contractual
or regulatory deadlines. From and after the Recapture Notice until the date on
which the Parties consummate the recapture transaction for a given Closed Market
(the "Recapture Closing"), Operator will not, without Sprint's prior consent,
not to be unreasonably withheld, conditioned or delayed, make any material
modifications or changes in the operation of the Recaptured Spectrum or enter
into, or permit any Third Party Licensee to enter into, any Coordination
Documents with respect to the Recaptured Spectrum.

      (g) Each Recapture Closing for any Recaptured Spectrum which does not
require the FCC's consent for the transfer contemplated pursuant to the
recapture set forth herein will take place on the date which is 30 days
following the date that the identity of such Recaptured Spectrum is determined
pursuant to Sections 17.1(a), (b), and (c); provided, however, that to the
extent prior notification to the FCC is required before the assignment of a
lease for Operator Leased Spectrum to Sprint, the Recapture Closing will not
occur until the prior notification period established by the FCC Rules will have
run and, at Sprint's sole option, if the FCC initiates an inquiry or any person
submits a complaint or petition challenging the lease assignment, the FCC will
have affirmed the lease assignment by Final Order. The Recapture Closing for any
given Closed Market with respect to any Operator Controlled Spectrum which is
the subject of an Owned Spectrum Assignment Application or a De Facto Lease
Assignment

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Application, will take place not later than 30 days following the FCC's grant of
such application and such grant becoming a Final Order.

      (h)

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                                      * * *

            (ii) At the Recapture Closing (A) Operator will assign, and cause
      any applicable Operator Affiliate to assign, all right, title and interest
      in the Recaptured Spectrum that is Operator Controlled Spectrum to Sprint,
      (B) this Agreement will terminate with respect to any Recaptured Spectrum,
      and (C) Sprint will pay Operator the Recapture Price for each Closed
      Market which is subject to the Recapture Closing.

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            (iii) No later than 15 days following the determination of the
      identity of the Recaptured Spectrum, Operator will provide Sprint with a
      written estimate of the Transition Costs. Prior to incurring any expense
      in transitioning its use of the Recaptured Spectrum which in the aggregate
      exceeds Operator's written estimate, Operator will provide Sprint with
      written notice of such expenses and will, at Sprint's request, meet in
      person or telephonically to discuss the possibility of reducing such
      expenses. At Sprint's request, Operator will provide Sprint with access to
      detailed records that support Operator's calculation of the Acquisition
      Costs, Investment Costs or Transition Costs. If Sprint objects to
      Operator's calculation of the Acquisition Costs, Investment Costs or
      Transition Costs and the Parties are unable to resolve the dispute, Sprint
      may submit the matter to arbitration pursuant to Section 14.1.

            (iv) Notwithstanding anything to the contrary contained herein,
      Sprint may elect to exclude all Operator Controlled Spectrum in a
      particular Closed Market from the recapture right set forth herein by
      stating so in the Recapture Notice. In such event, the Operator Controlled
      Spectrum in such Closed Market will not be considered as Eligible Spectrum
      for purposes of this Agreement.

      (i) Effective as of the Recapture Closing with respect to any Recaptured
Spectrum, (i) Operator will cease use of all such Recaptured Spectrum and such
Recaptured Spectrum will thereafter no longer be considered Spectrum or Operator
Controlled Spectrum (as applicable) for purposes of this Agreement, and (ii) any
Primary Lease which governs the use of any such Recaptured Spectrum will no
longer be a Primary Lease for purposes of this Agreement. Effective as of the
Recapture Closing with respect to any Recaptured Spectrum, on a going forward
basis the Monthly Fee will be reduced by an amount equal to the then current
Monthly Fee multiplied by a fraction, the numerator of which is the MHz
Households for the Recaptured Spectrum (but excluding Operator Controlled
Spectrum) subject to the Recapture Closing, and the denominator of which is the
MHz Households for all Proposed Spectrum as of the date of the Effective Date.

      (j) Following the Recapture Closing with respect to any Recaptured
Spectrum, Operator and Sprint will provide the FCC with such notification forms
and related exhibits, certifications and other documents as are required by the
FCC Rules within the time period afforded by the FCC Rules. Subsequently, Sprint
and Operator each will promptly and diligently prepare, file and prosecute all
necessary amendments, briefs, pleadings, petitions for reconsideration,
applications for review, waiver requests, documents and supporting data, and
take all such actions and give all such additional notices as may be required or
requested by the FCC or as may be appropriate to respond to any post-Recapture
Closing FCC inquiry or any third party petition or complaint regarding the
transfer of such Recaptured Spectrum in support of such transfer without
conditions materially adverse to Sprint or Operator. If any person petitions for
reconsideration or review of an FCC decision affirming such transfer before the
FCC or appeals or applies for review in any judicial proceeding, then Sprint and
Operator will use their Efforts to oppose such petition before the FCC or defend

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such grant by the FCC. If the FCC rejects any transfer of Recaptured Spectrum or
imposes conditions materially adverse to Operator or Sprint, then if requested
to do so by such adversely affected Party, such Party and the other relevant
Party will use their Efforts to secure reconsideration or review of such action.
Sprint will be responsible for the payment all of the Costs that the Parties
incur in connection with their performance under this Section 17.1(j), including
all fees imposed by the FCC on the filing of any notification and all legal fees
incurred in the preparation and prosecution of the notification.

      (k) Until the Recapture Closing with respect to any Recaptured Spectrum,
Operator will, as required by contractual or regulatory obligations continue to
operate all facilities being used in connection with the operation of such
Recaptured Spectrum and will continue to perform all obligations under all
Primary Leases and any leases with respect to any Operator Leased Spectrum which
govern the use of the Recaptured Spectrum. Upon the Recapture Closing with
respect to any Recaptured Spectrum (i) Operator will immediately cease use of
all Sprint Transmission Equipment which is used solely in the operation of such
Recaptured Spectrum and such equipment will thereafter no longer be Transmission
Equipment for purposes of this Agreement, (ii) for a period not to exceed 6
months, Sprint will have the right to use any other equipment, including any
shared equipment, used in connection with such Recaptured Spectrum to the extent
reasonably necessary to satisfy its obligations under any Primary Lease,
Rejected Primary Lease or to comply with any Sprint Authorization, at a lease
cost of the fair market rental value of such equipment, (iii) Sprint will have
an option to buy, at greater of the fair market value or Operator's depreciated
costs, as determined pursuant to Section 17.4, any equipment owned by Operator
and used solely in the operation of such Recaptured Spectrum, that is not or
could not be redeployed by Operator in the operation of other spectrum, (iv)
Sprint will have access to all tower and other facilities used in connection
with the operation of the Recaptured Spectrum as of the date of the Recapture
Notice, and (v) Sprint will pay Operator on a monthly basis Sprint's Pro Rata
Share (as defined below) attributable to Sprint's use of any such tower and
other facilities. "Sprint's Pro Rata Share" means the sum of the tower and
facility lease fees paid by Operator to an unaffiliated third party for any
facilities which Sprint elects to utilize pursuant to the previous sentence and
the recurring utility charges and maintenance costs actually paid by Operator
with respect to any facilities which Sprint utilizes for the operation of any
Recaptured Spectrum, multiplied by a fraction, the numerator of which is the
amount of Recaptured Spectrum (in MHz) operating from such facilities and the
denominator of which is the total ITFS and MDS spectrum (in MHz) operated by
Operator from such facility.

            17.2 Put Option.

      (a) At any time prior to the [***] of the Initial Closing Date, Sprint may
from time to time elect to put any or all of the Spectrum to Operator by
providing notice (a "Put Notice") to Operator informing Operator of Sprint's
intent to exercise its put rights and identifying the amount of Spectrum to be
transferred. The price paid by Operator to Sprint upon the closing of such put
option (the "Put Price") will be (i) if the Put Notice is sent prior to the
[***] of the Initial Closing

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Date, [***] multiplied by the number of MHz Households covered by the Put
Spectrum, or (ii) if the Put Notice is after the [***] of the Initial Closing
Date an amount equal to (A) [***] multiplied by the number of MHz Households
covered by the Put Spectrum, less (B) the sum, after taking into effect any
credits which Operation has received with respect to such Put Spectrum, of the
Monthly Fees attributable to such Put Spectrum, the Primary Lease Fees
attributable to such Put Spectrum, that proportion of the Initial Fee
attributable to such Put Spectrum, and Market Closing Payments paid with respect
to the Put Spectrum. An example of the computation of the Put Price after the
[***] of the Initial Closing Date is set forth as Schedule 17.2(a). Each Put
Notice will identify the amount of Spectrum that Sprint intends to put for such
Closed Market. The amount of Spectrum which Sprint will put pursuant to this
Section 17.2 will be determined as of the date of such Put Notice and on a MHz
Household basis in accordance with the methodology set forth on Exhibit B. The
Spectrum for a given market which Sprint will put to Operator pursuant to this
Section 17.2 is herein referred to as "Put Spectrum". If the Put Notice occurs
after the [***] of the Initial Closing Date, Sprint may not put any Spectrum to
Operator that is subject to a Primary Lease unless at least one year is
remaining of the last term (including any renewals) of the Primary Lease.

      (b) If Sprint elects to put less than all of the Spectrum in a given
Closed Market, for a period not to exceed 30 days following the Put Notice, the
Parties will negotiate in good faith to determine the identity of the Spectrum
which will be Put Spectrum.

      (c) If the Parties do not reach agreement as to the identity of the Put
Spectrum pursuant to Section 17.2(b), then (i) Sprint will divide the Spectrum
for such Closed Market into no more than [***] with each containing
approximately (within plus or minus 2% of an equal amount) an equal amount of
Spectrum (on a MHz Household basis) and will send Operator notice of the
Spectrum Groupings, and (ii) no later than 30 days after receipt of such notice,
representatives of Operator and Sprint will meet at a mutually agreed upon
location or telephonically and the parties will alternately select (with
Operator selecting first) Spectrum Groupings until Sprint has selected the
amount of Spectrum identified in the Put Notice, and such Spectrum selected by
Sprint will constitute the Put Spectrum. The Parties acknowledge the difficulty
in dividing the Spectrum in any given Closed Market in a manner that creates
equal Spectrum Groupings and recognize that it is likely Spectrum Groupings will
not be exactly equal in terms of MHz Households.

      (d) Following the Put Notice, Sprint and Operator will negotiate in good
faith to reach agreement as to the transaction documents based substantially
upon the terms and conditions specified in the term sheet (the "Put/Call Term
Sheet") attached as Exhibit G. No later than 10 days following the date on which
the identity of the Put Spectrum is determined pursuant to Section 17.2 (a), (b)
and (c):

            (i) Sprint and Operator will prepare all application forms and
      related exhibits, certifications and other documents necessary to secure
      the FCC's

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      consent to an assignment of the Sprint Authorizations to Operator for any
      Put Spectrum (each, a "Put Assignment Application"). Subsequently, Sprint
      and Operator each will promptly and diligently prepare, file and prosecute
      all necessary amendments, briefs, pleadings, petitions for
      reconsideration, applications for review, waiver requests, documents and
      supporting data, and take all such actions and give all such notices as
      may be required or requested by the FCC or as may be appropriate to
      expedite the grant of any Put Assignment Application without conditions
      materially adverse to Sprint or Operator. If any person petitions the FCC
      to deny any Put Assignment Application, or if the FCC grants any Put
      Assignment Application and any person petitions for reconsideration or
      review of such grant before the FCC or appeals or applies for review in
      any judicial proceeding, then Sprint and Operator will use their Efforts
      to oppose such petition before the FCC or defend such grant by the FCC. If
      the FCC denies any Put Assignment Application or grants any Put Assignment
      Application with conditions materially adverse to Operator or Sprint, then
      if requested to do so by such adversely affected Party, such Party and the
      other relevant Party will use their Efforts to secure reconsideration or
      review of such action. Each Party will be responsible for the payment of
      one-half of all Costs that the Parties incur in connection with their
      performance under this Section 17.2(d)(i), including all application fees
      imposed by the FCC on the filing of any Put Assignment Application and all
      legal fees incurred in the preparation and prosecution of any Put
      Assignment Application.

            (ii) To the extent that FCC consent is required for the assignment
      of any leases of any Put Spectrum which is Leased Spectrum, Sprint and
      Operator will prepare all application forms and related exhibits,
      certifications and other documents necessary to secure the FCC's consent
      to an assignment of the Primary Leases of any Put Spectrum which is Leased
      Spectrum (a "Put Leased Spectrum Assignment Application"). Subsequently,
      Sprint and Operator each will promptly and diligently prepare, file and
      prosecute all necessary amendments, briefs, pleadings, petitions for
      reconsideration, applications for review, waiver requests, documents and
      supporting data, and take all such actions and give all such notices as
      may be required or requested by the FCC or as may be appropriate to
      expedite the grant of any Put Leased Spectrum Assignment Application
      without conditions materially adverse to Sprint or Operator, If any person
      petitions the FCC to deny any Put Leased Spectrum Assignment Application,
      or if the FCC grants any Put Leased Spectrum Assignment Application and
      any person petitions for reconsideration or review of such grant before
      the FCC or appeals or applies for review in any judicial proceeding, then
      Sprint and Operator will use their Efforts to oppose such petition before
      the FCC or defend such grant by the FCC. If the FCC denies any Put Leased
      Spectrum Assignment Application or grants any Put Leased Spectrum
      Assignment Application with conditions materially adverse to Operator or
      Sprint, then if requested to do so by such adversely affected Party, such
      Party and the other relevant Party will use their Efforts to secure
      reconsideration or review of such action. Each Party will be responsible
      for the payment of one-half of all Costs that the Parties incur in
      connection with their performance under this Section

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      17.2(d)(ii), including all application fees imposed by the FCC on the
      filing of any Put Leased Spectrum Assignment Application and all legal
      fees incurred in the preparation and prosecution of the applications.

            (iii) To the extent that notice to the FCC is required prior to the
      assignment of any Primary Lease for any Put Spectrum which is Leased
      Spectrum, Sprint and Operator will prepare and timely file all
      notification forms and related exhibits, certifications and other
      documents necessary to notify the FCC in advance of the assignment of the
      Primary Lease for Put Spectrum (a "Put Leased Spectrum Assignment
      Notification"). Subsequently, Sprint and Operator each will promptly and
      diligently prepare, file and prosecute all necessary amendments, briefs,
      pleadings, petitions for reconsideration, applications for review, waiver
      requests, documents and supporting data, and take all such actions and
      give all such notices as may be required or requested by the FCC or as may
      be appropriate to respond to any FCC inquiry or any third party petition
      or complaint regarding the assignment of the lease of such Leased Spectrum
      in support of such assignment without conditions materially adverse to
      Sprint or Operator. If any person petitions for reconsideration or review
      of an FCC decision affirming such assignment before the FCC or appeals or
      applies for review in any judicial proceeding, then Sprint and Operator
      will use their Efforts to oppose such petition before the FCC or defend
      such grant by the FCC. If the FCC rejects any assignment of the Primary
      Lease for any Leased Spectrum that is the subject of a Put Leased Spectrum
      Assignment Notification or imposes conditions materially adverse to
      Operator or Sprint, then if requested to do so by such adversely affected
      Party, such Party and the other relevant Party will use their Efforts to
      secure reconsideration or review of such action. Each Party will be
      responsible for the payment of one-half of all Costs that the Parties
      incur in connection with their performance under this Section 17.2(d),
      including all application fees imposed by the FCC on the filing of any Put
      Leased Spectrum Assignment Notification and all legal fees incurred in the
      preparation and prosecution of the notification.

      (e) If Sprint elects to put less than all of the Spectrum in a given
Closed Market, from and after the Put Notice through the date on which the
Parties determine the identity of the Put Spectrum as set forth above, Operator
will not, without Sprint's prior consent, make any material modifications or
changes in the operation of the Spectrum in a Closed Market which is the subject
of a Put Notice or enter into, or permit any Third Party Licensee to enter into,
any Coordination Documents with respect to such Spectrum unless such
modifications are required by contractual or regulatory deadlines. If Sprint
elects to put less than all of the Spectrum in a given Closed Market, from and
after the Put Notice until the date on which the Parties close the put (the "Put
Closing"), Operator will not, without Sprint's prior consent, not to be
unreasonably withheld, conditioned or delayed, make any material modifications
or changes in the operation of the Put Spectrum or enter into, or permit any
Third Party Licensee to enter into, any Coordination Documents with respect to
the Put Spectrum.

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      (f) The Put Closing for any given Closed Market with respect to any Put
Spectrum which does not require the FCC's consent for the transfer contemplated
herein will take place on the date which is 30 days following the date on which
the identity of the Put Spectrum is determined pursuant to Sections 17.2(a),
(b), and (c); provided, however, that to the extent prior notification to the
FCC is required before the assignment of a Primary Lease, the Put Closing will
not occur until the prior notification period established by the FCC Rules will
have run and, at Sprint's sole option, if the FCC initiates an inquiry or any
person submits a complaint or petition challenging the lease assignment, the FCC
will have affirmed the lease assignment by Final Order. The Put Closing for any
given Closed Market with respect to any Put Spectrum which is the subject of a
Put Assignment Application or a Put Lease Assignment Application, will take
place not later than 30 days following the FCC's grant of such application and
such grant becoming a Final Order.

      (g) At the Put Closing, Sprint will assign all of its right, title and
interest in the Sprint Authorizations and Primary Leases (as applicable) for the
Put Spectrum to Operator and Operator will pay Sprint the Put Price in
immediately available funds. Operator will have the option to buy any Sprint
Transmission Equipment which is owned by Sprint and is used solely in connection
with the Put Spectrum for its fair market value as determined pursuant to
Section 17.4. Operator may exercise such option by providing written notice of
its intent to do so no later than 20 days following the Put Notice. If Operator
elects to exercise such option, at the Put Closing, Operator will pay Sprint the
fair market value of such Sprint Transmission Equipment and Sprint will deliver
to Operator a bill of sale, without warranty, delivering title to such Sprint
Transmission Equipment to Operator. Notwithstanding anything to the contrary
contained herein, to the extent that any Put Closing applies to all Spectrum in
a given Closed Market, the applicable Tower Sublease for such Closed Market will
remain in effect notwithstanding any provision set forth therein stating that
such Tower Sublease will terminate upon termination of this Agreement.

      (h) Effective as of the Put Closing with respect to any Put Spectrum, (i)
such Put Spectrum will no longer be considered Spectrum for purposes of this
Agreement, and (ii) any Primary Lease which governs the use of any such Put
Spectrum will no longer be a Primary Lease for purposes of this Agreement.
Effective as of the Put Closing with respect to any Put Spectrum, on a going
forward basis the Monthly Fee will be reduced by an amount equal to the then
current Monthly Fee multiplied by a fraction, the numerator of which is the MHz
Households for the Put Spectrum as of the date of the Put Closing, and the
denominator of which is the MHz Households for all Proposed Spectrum as of the
Effective Date.

      (i) Following the Put Closing with respect to any Put Spectrum, Operator
and Sprint will provide the FCC with such notification forms and related
exhibits, certifications and other documents as are required by the FCC Rules
within the time period afforded by the FCC Rules. Subsequently, Sprint and
Operator each will promptly and diligently prepare, file and prosecute all
necessary amendments, briefs, pleadings, petitions for reconsideration,
applications for review, waiver requests, documents and supporting data, and
take all such actions and give all such additional

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notices as may be required or requested by the FCC or as may be appropriate to
respond to any post-Put Closing FCC inquiry or any third party petition or
complaint regarding the transfer of such Put Spectrum in support of such
transfer without conditions materially adverse to Sprint or Operator. If any
person petitions for reconsideration or review of an FCC decision affirming such
transfer before the FCC or appeals or applies for review in any judicial
proceeding, then Sprint and Operator will use their Efforts to oppose such
petition before the FCC or defend such grant by the FCC. If the FCC rejects any
transfer of Put Spectrum or imposes conditions materially adverse to Operator or
Sprint, then if requested to do so by such adversely affected Party, such Party
and the other relevant Party will use their Efforts to secure reconsideration or
review of such action. Each Party will be responsible for the payment of
one-half of all Costs that the Parties incur in connection with their
performance under this Section 17.2(i), including all fees imposed by the FCC on
the filing of any notification and all legal fees incurred in the preparation
and prosecution of the notification.

            17.3 Purchase Option.

      (a) For a period of [***] of the Initial Closing Date, Operator will have
the option (the "Call Option") to acquire up to [***] of the Spectrum in each
Closed Market as of the Closing of such Market plus any additional Spectrum in
such Closed Market which after such Closing became subject to this Agreement
less any Spectrum which is no longer subject to this Agreement pursuant to the
terms of this Agreement (other than any Spectrum which has been the subject to
the exercise of the recapture rights, Put Option or Call Option prior to the
exercise of the Call Option by Operator) by providing notice (a "Call Notice")
to Sprint informing Sprint of Operator's intent to exercise the Call Option and
identifying the amount of Spectrum to be transferred. The price paid by Operator
to Sprint upon the closing of such Call Option (the "Call Price") will be [***]
multiplied by the number of MHz Households covered by such Spectrum. The Call
Notice will identify the amount of Spectrum that Operator intends to acquire.
The amount of Spectrum which Operator may acquire pursuant to this Section 17.3
will be determined as of the date of such Call Notice and on a MHz Household
basis in accordance with the methodology set forth on Exhibit B. The Spectrum
for a given Closed Market which Operator will acquire pursuant to this Section
17.3 is herein referred to as "Call Spectrum".

      (b) For a period not to exceed 60 days following the Call Notice ("Call
Waiting Period"), the parties will negotiate in good faith to determine the
identity of the Spectrum which will be the Call Spectrum. Such determination
should be made without regard to whether Sprint intends to exercise its
recapture rights following the Call Waiting Period. If Sprint intends to
exercise its Put Option with regard to the remaining Spectrum (after giving
effect to the Call Option exercise) in any such Closed Market for which Operator
has exercised its Call Option, then Sprint will provide its Put Notice during
the Call Waiting Period. Sprint may not exercise its recapture rights set forth
in Section 17.1 during the 180 day period during which the Call Option may be
exercised; provided that with respect to a Closed Market in which Operator has

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provided its Call Notice, Sprint may provide a Recapture Notice with regard to
the Operator Controlled Spectrum and any Spectrum other than the Call Spectrum
during the 15 day period following the later of (a) determination of the Call
Spectrum or (b) the expiration of the Call Waiting Period. If Sprint provides a
Put Notice with respect to any Closed Market which is subject to a Call Notice
prior to the expiration of the Call Waiting Period, to the extent such Put
Notice does not put the remainder of the Spectrum in any such Closed Market
(taking into account the amount of Spectrum which is the subject of the Call
Notice), then the Parties will, for a period not to exceed 30 days, negotiate in
good faith to determine the identity of the Put Spectrum and Call Spectrum. If
the Parties are unable to determine the identity of the Put Spectrum and Call
Spectrum, the Parties will follow the procedures set forth in Section 17.3(c)
until Operator has selected the amount of Spectrum identified in the Call Notice
and Put Notice for such Closed Market.

      (c) If the Parties do not reach agreement as to the identity of the Call
Spectrum pursuant to Section 17.3(b), then (i) Sprint will divide the Spectrum
in each Closed Market into no more than [***] with each containing approximately
(within plus or minus [***] of an equal amount) an equal amount of Spectrum (on
a MHz Household basis) and will send Operator notice of the Spectrum Groupings,
and (ii) no later than 30 days after receipt of such notice, representatives of
Operator and Sprint will meet at a mutually agreed upon location or
telephonically and the parties will alternately select (with Operator selecting
first) Spectrum Groupings until Operator has selected the amount of Spectrum
identified in the Call Notice, and such Spectrum selected by Operator will
constitute the Call Spectrum. The Parties acknowledge the difficulty in dividing
the Spectrum in any given Closed Market in a manner that creates equal Spectrum
Groupings for such Closed Market and recognize that it is likely Spectrum
Groupings will not be exactly equal in terms MHz Households.

      (d) Following the Call Notice, Sprint and Operator will negotiate in good
faith to reach agreement as to the transaction documents based substantially
upon the terms and conditions specified the Put/Call Term Sheet. No later than
10 days following the date on which the identity of the Call Spectrum is
determined pursuant to Section 17.3 (a), (b) and (c):

            (i) Sprint and Operator will prepare all application forms and
      related exhibits, certifications and other documents necessary to secure
      the FCC's consent to an assignment of the Sprint Authorizations to
      Operator for any Call Spectrum (each, an "Call Assignment Application").
      Subsequently, Sprint and Operator each will promptly and diligently
      prepare, file and prosecute all necessary amendments, briefs, pleadings,
      petitions for reconsideration, applications for review, waiver requests,
      documents and supporting data, and take all such actions and give all such
      notices as may be required or requested by the FCC or as may be
      appropriate to expedite the grant of any Call Assignment Application
      without conditions materially adverse to Sprint or Operator. If any person
      petitions the FCC to deny any Call Assignment Application, or if the FCC
      grants any Call Assignment Application and any person petitions for

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      reconsideration or review of such grant before the FCC or appeals or
      applies for review in any judicial proceeding, then Sprint and Operator
      will use their Efforts to oppose such petition before the FCC or defend
      such grant by the FCC. If the FCC denies any Call Assignment Application
      or grants any Call Assignment Application with conditions materially
      adverse to Operator or Sprint, then if requested to do so by such
      adversely affected Party, such Party and the other relevant Party will use
      their Efforts to secure reconsideration or review of such action. Each
      Party will be responsible for the payment of one-half of all Costs that
      the Parties incur in connection with their performance under this Section
      17.3(d)(i), including all application fees imposed by the FCC on the
      filing of any Call Assignment Application and all legal fees incurred in
      the preparation and prosecution of any Call Assignment Application.

            (ii) To the extent that FCC consent is required for the assignment
      of any leases of any Call Spectrum which is Leased Spectrum, Sprint and
      Operator will prepare all application forms and related exhibits,
      certifications and other documents necessary to secure the FCC's consent
      to an assignment of the Primary Leases of any Call Spectrum which is
      Leased Spectrum (a "Call Leased Spectrum Assignment Application").
      Subsequently, Sprint and Operator each will promptly and diligently
      prepare, file and prosecute all necessary amendments, briefs, pleadings,
      petitions for reconsideration, applications for review, waiver requests,
      documents and supporting data, and take all such actions and give all such
      notices as may be required or requested by the FCC or as may be
      appropriate to expedite the grant of any Call Leased Spectrum Assignment
      Application without conditions materially adverse to Sprint or Operator.
      If any person petitions the FCC to deny any Call Leased Spectrum
      Assignment Application, or if the FCC grants any Call Leased Spectrum
      Assignment Application and any person petitions for reconsideration or
      review of such grant before the FCC or appeals or applies for review in
      any judicial proceeding, then Sprint and Operator will use then Efforts to
      oppose such petition before the FCC or defend such grant by the FCC. If
      the FCC denies any Call Leased Spectrum Assignment Application or grants
      any Call Leased Spectrum Assignment Application with conditions materially
      adverse to Operator or Sprint, then if requested to do so by such
      adversely affected Party, such Party and the other relevant Party will use
      then Efforts to secure reconsideration or review of such action. Each
      Party will be responsible for the payment of one-half of all Costs that
      the Parties incur in connection with their performance under this Section
      17.2(d)(ii), including all application fees imposed by the FCC on the
      filing of any Call Leased Spectrum Assignment Application and all legal
      fees incurred in the preparation and prosecution of the applications.

            (iii) To the extent that notice to the FCC is required prior to the
      assignment of any Primary Lease for any Call Spectrum which is Leased
      Spectrum, Sprint and Operator will prepare and timely file all
      notification forms and related exhibits, certifications and other
      documents necessary to notify the FCC in advance of the assignment of the
      Primary Lease for Call Spectrum (a "Call Leased Spectrum Assignment
      Notification"). Subsequently, Sprint and

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      Operator each will promptly and diligently prepare, file and prosecute all
      necessary amendments, briefs, pleadings, petitions for reconsideration,
      applications for review, waiver requests, documents and supporting data,
      and take all such actions and give all such notices as may be required or
      requested by the FCC or as may be appropriate to respond to any FCC
      inquiry or any third party petition or complaint regarding the assignment
      of the lease of such Leased Spectrum in support of such assignment without
      conditions materially adverse to Sprint or Operator. If any person
      petitions for reconsideration or review of an FCC decision affirming such
      assignment before the FCC or appeals or applies for review in any judicial
      proceeding, then Sprint and Operator will use their Efforts to oppose such
      petition before the FCC or defend such grant by the FCC. If the FCC
      rejects any assignment of the Primary Lease for any Leased Spectrum that
      is the subject of a Call Leased Spectrum Assignment Notification or
      imposes conditions materially adverse to Operator or Sprint, then if
      requested to do so by such adversely affected Party, such Party and the
      other relevant Party will use their Efforts to secure reconsideration or
      review of such action. Each Party will be responsible for the payment of
      one-half of all Costs that the Parties incur in connection with their
      performance under this Section 17.3(d), including all application fees
      imposed by the FCC on the filing of any Call Leased Spectrum Assignment
      Notification and all legal fees incurred in the preparation and
      prosecution of the notification.

      (e) The closing for any Call Spectrum the ("Call Closing") which does not
require the FCC's consent for the transfer contemplated pursuant to the
recapture set forth herein will take place on the date which is 30 days
following the date on which the identity of the Call Spectrum is determined
pursuant to Sections 17.3(a), (b), and (c); provided, however, that to the
extent prior notification to the FCC is required before the assignment of a
Primary Lease, the Call Closing will not occur until the prior notification
period established by the FCC Rules will have run and, at Operator's sole
option, if the FCC initiates an inquiry or any person submits a complaint or
petition challenging the lease assignment, the FCC will have affirmed the lease
assignment by Final Order. The Call Closing with respect to any Call Spectrum
which is the subject of a Call Assignment Application or a Call Lease Assignment
Application, will take place not later than 30 days following the FCC's grant of
such application and such grant becoming a Final Order.

      (f) At the Call Closing, Sprint will assign all of its right, title and
interest in the Sprint Authorizations and Primary Leases (as applicable) for the
Call Spectrum to Operator and Operator will pay Sprint the Call Price.

      (g) Effective as of the Call Closing with respect to any Call Spectrum,
(i) such Call Spectrum will no longer be considered Spectrum for purposes of
this Agreement, and (ii) any Primary Lease which governs the use of any such
Call Spectrum will no longer be a Primary Lease for purposes of this Agreement.
Effective as of the Call Closing with respect to any Call Spectrum, on a going
forward basis the Monthly Fee will be reduced by an amount equal to the then
current Monthly Fee multiplied by a fraction, the numerator of which is the MHz
Households for the Call

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      Spectrum as of the date of the Call Closing, and the denominator of which
      is the MHz Households for all Proposed Spectrum as of the Effective Date.

            (h) Following the Call Closing with respect to any Call Spectrum,
      Operator and Sprint will provide the FCC with such notification forms and
      related exhibits, certifications and other documents as are required by
      the FCC Rules within the time period afforded by the FCC Rules.
      Subsequently, Sprint and Operator each will promptly and diligently
      prepare, file and prosecute all necessary amendments, briefs, pleadings,
      petitions for reconsideration, applications for review, waiver requests,
      documents and supporting data, and take all such actions and give all such
      additional notices as may be required or requested by the FCC or as may be
      appropriate to respond to any post-Call Closing FCC inquiry or any third
      party petition or complaint regarding the transfer of such Call Spectrum
      in support of such transfer without conditions materially adverse to
      Sprint or Operator. If any person petitions for reconsideration or review
      of an FCC decision affirming such transfer before the FCC or appeals or
      applies for review in any judicial proceeding, then Sprint and Operator
      will use their Efforts to oppose such petition before the FCC or defend
      such grant by the FCC. If the FCC rejects any transfer of Call Spectrum or
      imposes conditions materially adverse to Operator or Sprint, then if
      requested to do so by such adversely affected Party, such Party and the
      other relevant Party will use their Efforts to secure reconsideration or
      review of such action. Each Party will be responsible for the payment of
      one-half of all Costs that the Parties incur in connection with their
      performance under this Section 17.3(h), including all fees imposed by the
      FCC on the filing of any notification and all legal fees incurred in the
      preparation and prosecution of the notification.

            17.4 Fair Market Value Determination. Where this Agreement specifies
that a Party will have the option to purchase any Transmission Equipment for its
fair market value, this Section 17.4 will govern such determination. The Party
selling such Transmission Equipment will provide the other Party with notice of
its determination of fair market value of the equipment to be purchased pursuant
to the relevant Section of this Agreement. The Parties will negotiate in good
faith for a period of 10 days following such notice of the determination of fair
market value of such equipment. If the Parties are unable to reach agreement as
to fair market value of such within such 10 day period, then the fair market
value will be conclusively determined by two qualified independent appraisers
with experience and expertise in valuation of assets such as the equipment in
question, one retained and paid by each of the Parties. The Parties will
promptly notify each other of their respective selections; provided, however, if
either Party fails to deliver notice to the other of its selection of an
appraiser within 15 business days after notice by the other Party that it has
selected an appraiser (which notice will identify such appraiser), the
determination will be rendered by the single appraiser so selected (whose fees,
in such case, will be borne equally by the Parties). The appraisers selected in
accordance with the foregoing procedure will each determine the fair market
value of the equipment (each of which value will be an amount that, on the basis
of market and other conditions prevailing at such time could reasonably be
expected to be paid for such equipment by a third party in an arm's length
transaction, assuming that the buyer and seller are under no compulsion to buy
or sell) and submit their determinations of such value to the Parties within 15
business days of their selection. The fair market value will be the amount equal
to the sum of such fair market values

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for the equipment determined by each appraiser divided by two, except that if
there is more than a [***] difference between such values and the higher of such
two values exceeds the sum of [***] a third independent appraiser with
recognized experience and expertise in valuation of assets such as the
equipment, selected by the first two appraisers within 10 business days of such
appraiser's determination of fair market value (and, if the first two appraisers
are unable to select the third within such time frame, then the parties will,
within 5 business days of such inability, request the ranking executive officer
of the American Arbitration Association's Regional Office in Kansas City,
Missouri, or his or her designee to select the third appraiser and the parties
will direct that such selection be made within 15 business days of such
request), and such third appraiser will determine such fair market value (which
in no event will be outside the range created by the values determined by the
first two appraisers). The cost of such third appraiser will be borne one-half
by each Party.

                                  Article XVIII
                   INTERPRETATION AND CONTRACT ADMINISTRATION

            18.1 Notices. All notices and other communications given or made
pursuant to this Agreement will be in writing and will be deemed received as of
the first weekday (excluding Federal holidays) after being sent for next-day
delivery by United States Postal Service Express Mail, return receipt requested,
or by Federal Express, signature required, to the other person at the following
address:

      If to Operator:

            Fixed Wireless Holdings, LLC
            10210 NE Points Road, Suite 210
            Kirkland, WA 98033
            Attention: Benjamin G. Wolff
            Facsimile: (425) 828-8061

      With a copy to:

            Davis Wright Tremaine LLP
            2600 Century Square
            1501 Fourth Avenue
            Seattle, Washington 98101-1688
            Attention: Julie Weston, Esq.
            Facsimile: (206) 628-7699

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      If to Sprint, or any Sprint Subsidiary:

            Sprint Spectrum Management
            [***]
            With copy to:
            [***]
            Sprint Spectrum Management

A Party may change the address at which notices are to be given to it by giving
notice of such change to the other Party in the manner hereinabove provided for
the giving of notices. Notwithstanding anything to the contrary contained
herein, in the case of any notice given pursuant to Article XI or in any manner
alleging or pertaining to a breach of an obligation on the part of a Party
hereto, the notice will not be effective unless such notice is also sent via
facsimile to the other Party and to the copy addressees at the facsimile numbers
provided hereinabove. Furthermore, in the case of any notice contemplated by the
preceding sentence given by Operator, a copy of such notice will be sent
contemporaneously with the notice to the addressees listed hereinabove, and in
the manner provided hereinabove, to:
            [***]
            18.2 Interpretation and Construction. The headings and captions of
this Agreement are inserted for convenience and identification only and are in
no way intended to define, limit or expand the scope and intent of this
Agreement or any provision of this Agreement. Where the context so requires, the
singular will include the plural. The references contained in this Agreement to
"Sections" and "Articles" are to sections and articles of this Agreement unless
the context clearly requires otherwise. As used herein, the term "Agreement"
means this Agreement and all annexes, schedules and exhibits attached hereto. If
this Agreement requires interpretation or construction, this Agreement will not
be interpreted or construed more strictly against any one Party by reason of any
rule of interpretation or construction under which a document is to be construed
more strictly against the drafting party.

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            18.3 Amendment and Waiver. Unless otherwise provided herein, this
Agreement may be amended or terminated only by an instrument in writing duly
executed by the Parties. Any waiver by any Party of any breach of or failure to
comply with any provision of this Agreement by the other Party will not be
construed as or constitute a continuing waiver of such provision, or a waiver of
any other provision hereof.

            18.4 Third Parties. This Agreement will be binding upon and inure to
the benefit of the Parties hereto and their respective successors and assigns
(as permitted hereunder). It is not the intent of the Parties that there be any
third party beneficiaries of this Agreement, and this Agreement is exclusively
for the benefit of the Parties hereto and their respective successors and
assigns (as permitted hereunder).

            18.5 Entire Understanding. THIS AGREEMENT SETS FORTH THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER CONTAINED IN
THIS AGREEMENT AND SUPERSEDES ALL PRIOR AGREEMENTS AND COLLATERAL COVENANTS,
ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR
WRITTEN, BY EITHER PARTY (OR ANY OWNER, MEMBER, OFFICER, DIRECTOR, PARTNER
EMPLOYEE OR REPRESENTATIVE OF EITHER PARTY) WITH RESPECT TO THE SUBJECT MATTER
OF THIS AGREEMENT.

            18.6 Severability. If any provision or provisions of this Agreement
are determined to be invalid or contrary to any existing or future law, statute
or ordinance of any jurisdiction or any order, rule or regulation of a court or
regulatory or other governmental authority of competent jurisdiction, such
invalidity will not impair the operation of or affect those provisions in any
other jurisdiction or any other provisions of this Agreement which are valid,
and the invalid provisions will be construed in such manner that they will be as
similar in terms to such invalid provisions as may be possible, consistent with
applicable law; provided, however, that if a provision cannot be severed without
substantially diminishing the economic value of this Agreement to a Party, that
Party, notwithstanding anything to the contrary herein, may terminate this
Agreement on 90 days' written notice to the other Party.

            18.7 Further Assistance. From time to time after the date of
execution, the Parties will utilize Efforts to take such further action and
execute such further documents, assurances and certificates as either Party may
reasonably request of the other in order to effectuate the purpose of this
Agreement. Notwithstanding the foregoing, and for the avoidance of doubt, the
Parties acknowledge that the FCC Rules governing the Spectrum and the leasing
thereof may be modified during the Term. If any such modification occurs which
results in any material provision of this Agreement being invalid, illegal,
incapable of being enforced, or incapable of being performed without a
materially adverse effect upon the Party responsible for such performance, the
Parties will negotiate in good faith to modify this Agreement to both comply
with the modified FCC Rules and to effect the original intentions of the Parties
as closely as possible in an acceptable manner to the end that the relationships
among the Parties with respect to the Spectrum contemplated hereby are fulfilled
to the maximum extent possible. In addition, each Party agrees that it will not
take any action that would adversely affect the rights granted by it to the
other Party hereunder.

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                                       75


                  18.8 Force Majeure. Notwithstanding anything contained in this
Agreement to the contrary, neither Party will be liable to the other for failure
to perform any obligation under this Agreement other than for the payment of
money if prevented from doing so by reason of fires, strikes, labor unrest,
embargoes, civil commotion, rationing or other orders or requirements, acts of
civil or military authorities, acts of God or other contingencies beyond the
reasonable control of the Party responsible for such performance, and all
requirements as to notice and other performance required under this Agreement
within a specified period will be automatically extended to accommodate the
duration of any such contingency which interferes with such performance. This
Section 18.8 will not apply to excuse Operator from any Construction Default.

                  18.9 Counterparts. This Agreement may be signed in any number
of counterparts, each of which will be an original for all purposes, but all of
which together constitute one agreement.

                  18.10 Word Meanings. As used in this Agreement, the term
"including" is deemed to mean "including, without limiting the generality of the
foregoing." All pronouns and any variations therefor are deemed to refer to the
masculine, feminine, neuter, singular or plural as the context may require. All
references to "herein" means a reference to this Agreement. Unless another time
requirement is specifically provided, any consent of either Party or response to
a requested consent, as required hereunder will be given within 45 days from the
date of any such request, provided, however, that if Operator's launch of
commercial operations in a Closed Market is dependent upon obtaining Sprint's
consent sooner than 45 days, Operator's request for such consent will so state
and Sprint will either provide its consent or a response within 30 days of any
such request.

                  18.11 Reliance. It is understood that Operator's ability to
comply with certain obligations under this Agreement is subject to the
availability of accurate information from various sources, including Sprint,
Third Party Licensees and the FCC data base. Provided that Operator does not
have actual knowledge of any information which conflicts with information from
another source (regardless of whether provided by Sprint, a Third Party Licensee
or the FCC), Operator will be entitled to rely on information that is: (a)
provided by Sprint in that certain CD ROM previously delivered to Operator which
contains substantially all of the copies of the Sprint Authorizations, Primary
Leases and Leased Authorizations, as the same may be supplemented from time to
time, (b) provided by a Third Party Licensee in writing or other documented
format, or (c) contained in the FCC data base as long as such information is
confirmed as accurate by referencing information provided by Sprint. Subject to
the terms of this Section 18.11, Operator's obligations with respect to
maintenance of the Spectrum and construction of facilities under this Agreement
will be subject to such reasonable reliance by Operator. Upon the request of
Operator, Sprint will provide Operator with copies of any interference consents
identified in Schedule 9.2(e)(vii) or Schedule 9.2(e)(viii).

                  18.12 Survival of Obligations. All obligations of Operator or
Sprint which by their nature involve performance, in any particular, after the
end of the Term or after the end of Operator's right to use any given Spectrum,
or which cannot be ascertained to have been fully performed until after the end
of the Term or after the end of Operator's right to use

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       76



any given Spectrum, will survive the expiration or sooner termination of the
Term or Operator's right to use that given Spectrum.

                  18.13 Relationship of the Parties. This Agreement does not
constitute either Party as a joint venturer, partner or employee of the other
Party or an agent or representative of the other Party. Neither Party has the
right, power or authority, nor will it hold itself out as having the right,
power or authority, to create any contract or obligation, express or implied,
binding the other Party. The Parties agree that any and all contracts entered
into between Operator and its customers or any other entity will be for the sole
benefit of the parties thereto and will not be interpreted or construed in any
manner as obligating Sprint to perform for the benefit of such customers. Sprint
will not be liable to Operator's customers by virtue of leasing the Spectrum
capacity under this Agreement. Except as otherwise expressly stated herein, each
Party hereto is responsible for its own expenses incurred in connection with the
negotiation and performance of this Agreement.

                  18.14 Governing Law. This Agreement is governed by and is to
be construed and enforced in accordance with the Communications Act of 1934, as
amended, the FCC Rules, the laws of the State of Kansas and, with respect to
arbitration, the Federal Arbitration Act.

                  18.15 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, NO PARTY WILL BE LIABLE TO THE OTHER PARTY FOR
SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR
LOSS OF PROFITS, ARISING FROM THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT OF
BUSINESS UNDER, OR BREACH OF, THIS AGREEMENT, EXCEPT WHEN SUCH DAMAGES OR LOSS
OF PROFITS ARE CLAIMED BY OR AWARDED TO A THIRD PARTY (WHICH FOR PURPOSES OF
THIS SECTION 18.15 EXCLUDES ANY SPRINT INDEMNITEE OR OPERATOR INDEMNITEE) IN A
CLAIM OR ACTION AGAINST SUCH THIRD PARTY FOR WHICH A PARTY TO THIS AGREEMENT HAS
A SPECIFIC OBLIGATION TO INDEMNIFY ANOTHER PARTY TO THIS AGREEMENT.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       77



            IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed as of the day and year first above written.

OPERATOR:

FIXED WIRELESS HOLDINGS, LLC

By:    /s/ Benjamin G. Wolff
   ---------------------------------
       Benjamin G. Wolff
       Executive Vice President

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       78



SPRINT:

               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       President

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       79


               * * *


By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       80



               * * *


By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President


               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       81



               * * *


By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President

               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President

               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President

               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President

               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       President

               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       82



               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       President

               * * *

By:    /s/ Todd A. Rowley
   ---------------------------------
       Todd A. Rowley
       Vice President

SPRINT PROPRIETARY INFORMATION                                 EXECUTION VERSION

                                       83


                                    EXHIBIT A

                              CONSENT AND AGREEMENT

      This Consent and Agreement ("Consent") is entered into effective ________,
2004 by and among ___________________ ("Licensee"), ___________________
("[Sprint Subsidiary]"), and Fixed Wireless Holdings, LLC ("Operator").

                             PRELIMINARY STATEMENTS

      Licensee and [Sprint Subsidiary] are parties to that certain [IDENTIFY
ITFS/MDS LEASE] dated as of _________ ______, _____ (the "Lease") pursuant to
which [Sprint Subsidiary] leases from Licensee certain excess capacity spectrum
rights on the ____ channels in the ________, _______ market, call sign
_______________(the "Leased Spectrum").

      Licensee understands that [Sprint Subsidiary] intends to grant Operator
rights to utilize the Leased Spectrum to construct and commence operation of a
wireless telecommunications system.

                                    AGREEMENT

1.    Licensee hereby consents to Sprint's grant of its rights to use the Leased
      Spectrum to Operator and any affiliates of Operator, and further agrees
      that, until notified otherwise by [Sprint Subsidiary], Operator will have
      all of the rights and benefits of [Sprint Subsidiary] under the Lease.
      Licensee agrees to accept performance of [Sprint Subsidiary]'s obligations
      under the Lease directly from Operator. Licensee furthermore consents to
      any future assignment of Sprint's rights under the Lease to Operator.
      Sprint will remain liable as a surety for performance of the Lease.

2.    Operator's use of the Leased Spectrum will at all times be subject to the
      terms and conditions of the Lease, as the same may be amended from time to
      time.

3.    The notice provisions set forth in the Lease are hereby deleted in the
      entirety and replaced with the provisions set forth on Exhibit A attached
      hereto.

4.    Except as otherwise set forth herein, all of the terms and conditions of
      the Lease will remain in full force and effect.

5.    Licensee certifies that, except as set forth on Exhibit B, (a) the Lease
      is in full force and effect on the date hereof and that [Sprint
      Subsidiary] and Licensee are in compliance with all material terms and
      conditions thereof, without any default on the part of [Sprint Subsidiary]
      or Licensee, (b) to the best of its knowledge, no breaches or defaults
      exist under the Lease on the part of [Sprint Subsidiary] which have not
      been fully cured within the time frames set forth in the Lease, (c) to the
      best of its knowledge, there are no events or circumstances that, but for
      the passage of time or giving of notice, would be a default under the
      Lease, (d) no amounts are past due from [Sprint Subsidiary] under the
      Lease, (e) the Lease constitutes the entire agreement between the Licensee
      and [Sprint Subsidiary], and (f) the license granted by the FCC for the
      Leased Spectrum was validly issued in accordance with procedures that
      comply with the rules and regulations of the

SPRINT PROPRIETARY INFORMATION
EXHIBIT A - Consent and Agreement

                                       A-1


      FCC and other applicable laws, is issued pursuant to a final
      non-appealable order and is in full force and effect as of the date of
      this Consent.

6.    The provisions of this Consent are irrevocable and will remain in full
      force and effect until termination of the Lease as provided by its terms.

7.    This Consent may be executed in any number of counterparts, each of which
      will be deemed an original, but which together will constitute a single
      instrument.

                  [remainder of page intentionally left blank]

SPRINT PROPRIETARY INFORMATION
EXHIBIT A - Consent and Agreement

                                       A-2


      IN WITNESS WHEREOF, the undersigned have executed this Consent effective
as of the dated first written above.

                               LICENSEE:

                               ________________________________________

                               By:_____________________________________
                               Name:___________________________________
                               Title:__________________________________

                               [SPRINT SUBSIDIARY]:

                               ________________________________________

                               By:_____________________________________
                               Name:___________________________________
                               Title:__________________________________

                               [OPERATOR]:

                               ________________________________________

                               By:_____________________________________
                               Name:___________________________________
                               Title:__________________________________

SPRINT PROPRIETARY INFORMATION
EXHIBIT A - Consent and Agreement

                                       A-3


                                    EXHIBIT A

                                     Notices

All notices and other communications given or made pursuant to the Lease will be
in writing and will be deemed received as of the first weekday (excluding
Federal holidays) after being sent for next-day delivery by United States Postal
Service Express Mail, return receipt requested, or by Federal Express, signature
required, to the other person at the following address:

               If to Operator:

                      Fixed Wireless Holdings, LLC
                      Attn: Benjamin G. Wolff
                      10210 NE Points Road, Suite 210
                      Kirkland, WA 98033
                      Facsimile No. 425.828.8061

               With a copy to:

                      Davis Wright Tremaine LLP
                      Attn: Julie Weston, Esq.
                      1501 Fourth Avenue
                      Seattle, WA 98101-1688
                      Facsimile No. 206.628.7698

               If to Licensee:

                      __________________
                      __________________
                      __________________

               With a copy to:

                      __________________
                      __________________
                      __________________

               If to Sprint:

                      Sprint
                      [***]

SPRINT PROPRIETARY INFORMATION
EXHIBIT A - Consent and Agreement

                                      A-4


               With copy to:

                      Sprint
                      [***]

      A party may change the address at which notices are to be given to it by
giving notice of such change to the other party in the manner hereinabove
provided for the giving of notices. Notwithstanding anything to the contrary
contained herein, in the case of any notice given which alleges or pertains to a
breach of an obligation on the part of a party hereto, the notice will not be
effective unless such notice is also sent via facsimile to the other party and
to the copy addressees at the facsimile numbers provided hereinabove.
Furthermore, in the case of any notice contemplated by the preceding sentence
given by Operator or Licensee to Sprint, a copy of such notice will be sent
contemporaneously with the notice to the addressees listed hereinabove, and in
the manner provided hereinabove, to:

                       [***]

SPRINT PROPRIETARY INFORMATION
EXHIBIT A - Consent and Agreement

                                       A-5


                                    EXHIBIT B

                                Estoppel Matters

      List any matters which are responsive to Section 5:

SPRINT PROPRIETARY INFORMATION
EXHIBIT A - Consent and Agreement

                                       A-6


                                    EXHIBIT B

                          COMPUTATION OF MHZ HOUSEHOLDS

The table below represents, by Market, the cumulative MHz Households for all
Proposed Spectrum as of the Effective Date and includes the MHz Households for
all incumbent GSAs for such Proposed Spectrum with a centroid located in a
Market. The MHz Household count provided below also includes the MHz Households
for all channels licensed to the BTA authorization in the Markets where Sprint
is the holder of the BTA authorization. For any individual GSA for spectrum
(whether or not Proposed Spectrum), the number of MHz Households will be
determined in accordance with the terms set forth in this Exhibit B and will
equal the MHz for the applicable spectrum multiplied by the Households for the
applicable spectrum; provided, however that for the purposes of this Agreement
the MHz Households for any Spectrum included as Proposed Spectrum (as of the
Effective Date) will equal the MHz Households for such GSA as of the Effective
Date.

The MHz for the applicable spectrum means the total amount of spectrum, measured
in megahertz, which is authorized by the FCC from time to time pursuant to the
licenses for such spectrum.

The number of Households for any GSA which is not included in the computation of
the MHz Households set forth in the table below, will be determined using the
CelSpectrum application. If the CelSpectrum application is no longer available,
the determination of MHz Households will be determined using the methods and
procedures employed by the CelSpectrum application, or if not available, the
most similar application available.

The CelSpectrum application stores the FCC ULS database information to determine
the GSA license center. Changes to the database from the previous month are
determined and applied to the GSA drawing repository also contained on the
server housing the CelSpectrum application at CelPlan Technologies in Reston,
VA. The application looks at the PSA centroid coordinates and draws the 35mi PSA
boundary and then intersects that with all other PSAs of the same channel to
form GSAs (Geographical Service Areas). These GSAs are specified as the midline
intersection of the overlapping area between two PSAs. When multiple PSAs
overlap the same area the area is divided between the GSAs by extending the
midlines to ensure no gaps or overlaps in the territory that could be claimed by
any party. The algorithms used to draw these lines incorporate the Great Earth
Curvature as the line if actually drawn straight would allow gaps and overlaps.
This procedure allows for the fact that the shortest distance between two points
at the edges of the intersection is a slight curve. The GSAs are drawn on a per
channel basis. Monthly the entire nation's GSAs are pre-computed and stored for
quick reference and map retrieval.

The CelSpectrum application also contains two household database numbers. One
internally to CelPlan based on Census data and one embedded that is supplied as
an update from data supplied by SRC. This database is updated yearly with a
projection of the actual household count based on research conducted by SRC and
loaded into very small bins that the application uses the

SPRINT PROPRIETARY INFORMATION
EXHIBIT B - Computation of MHz Households

                                       B-1


resulting GSAs to overlay against. The SRC database is the corporate standard
demographic analysis tool used by many top companies.

As of the Effective Date, the MHz Households for the following GSAs are as
follows:

                                      * * *

SPRINT PROPRIETARY INFORMATION
EXHIBIT B - Computation of MHz Households

                                      B-2


                                    EXHIBIT C

           TRANSMISSION FACILITIES OPERATION AND MAINTENANCE AGREEMENT

      This Transmission Facilities Operation and Management Agreement (the
"AGREEMENT") is made effective as of October___, 2004 (the "EFFECTIVE DATE"),
and is executed by and between the undersigned wholly owned subsidiaries of
Sprint Corporation (each, a "SPRINT SUBSIDIARY" and collectively "SPRINT"), and
FIXED WIRELESS HOLDINGS, LLC, a Delaware limited liability company ("OPERATOR").

                             PRELIMINARY STATEMENTS

      Each Sprint Subsidiary is a party to one or more spectrum lease agreements
(each, a "PRIMARY LEASE") with various third parties (each, a "THIRD PARTY
LICENSEE") pursuant to which such Sprint Subsidiary agreed, among other things,
to operate the Third Party Licensee's channels.

      During the term of this Agreement, Sprint desires for Operator to operate
certain of the channels which are subject to the Primary Leases as requested in
writing from time to time by Sprint.

      Sprint and Operator desire to enter into this Agreement to memorialize
their agreement with respect to Operator's operation of the certain channels
subject to the Primary Leases on behalf of Sprint using the Transmission
Equipment (as defined below).

                                    AGREEMENT

      In consideration of the foregoing and of the mutual promises and covenants
herein contained, Sprint and Operator hereby agree as follows:

1.    Term. The term of this Agreement will commence on the Effective Date and
      extend through the earlier of (i) the termination of the Market Operation,
      Spectrum Lease and Sublicense Agreement dated October ____, 2004 by and
      between Operator and certain wholly owned subsidiaries of Sprint
      Corporation ("Region 1 Agreement") or (ii) 10th anniversary thereof. A
      party may terminate this Agreement upon 30 days written notice to the
      other party if the other party is in default and fails within such 30 day
      period to cure such default. A party will be deemed to be in default under
      this Agreement if it fails to comply with any material obligation, term or
      covenant under this Agreement. Termination of this Agreement will not
      affect or diminish the rights or claims or remedies available to the
      non-defaulting party arising by reason of any default.

2.    Channels. This Agreement will apply to the operation of those certain
      channels subject to a Primary Lease which Sprint may from time to time
      identify to Operator in a written notice (each, an "OPERATION NOTICE").
      Each Operation Notice will include a statement that the services to be
      provided by Operator are permitted under the Primary Lease, and that
      Sprint has secured all rights of access and permissions needed by Operator
      to perform its obligations hereunder. Effective no later than thirty (30)
      days following delivery of an Operation Notice (each, an "OPERATION

SPRINT PROPRIETARY INFORMATION
EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement

                                       C-1


      COMMENCEMENT DATE"), any channels designated therein will be considered as
      "Channels" for purposes of this Agreement. From tune to time during the
      term of this Agreement, Sprint may elect to terminate this Agreement with
      respect to specific Channels by providing written notice (each, a
      "TERMINATION NOTICE") identifying such Channels. Effective as of the tenth
      (10th) day following the Termination Notice (the "OPERATION TERMINATION
      DATE"), such Channels will no longer be considered Channels for purposes
      of this Agreement.

3.    Fees. No later than the 10th day of each calendar month during the term,
      Sprint will pay Operator an "Operation and Maintenance Fee" pursuant to
      the terms set forth on Schedule 3. For any partial calendar month during
      the term of this Agreement, Sprint will pay Operator a pro-rata share of
      the amount stated above. Such pro-rata fee will be due and payable within
      10 days of the expiration of such partial calendar month. Except as set
      forth in the Region 1 Agreement dated as of the date hereof between Sprint
      and Operator, Sprint will be responsible for the payment of all fees,
      royalties, expenses and other costs arising under the Primary Leases and
      shall indemnify and hold Operator harmless from the payment of any such
      amounts. In addition, Sprint will reimburse Operator for any out-of-pocket
      costs or expenses incurred by Operator in the performance of the services
      as set forth under this Agreement, provided, that to the extent any such
      costs and expenses exceed [***] for any calendar month, Sprint has
      approved such costs and expenses. Notwithstanding anything to the contrary
      set forth herein, Operator will not be obligated to perform any services
      hereunder if Sprint has not agreed to reimburse Operator for the costs and
      expenses related to such services which are otherwise reimbursable
      pursuant to this Agreement; provided that Sprint has not suggested or
      provided a lower cost alternative for the provision of such services. Any
      amount not paid hereunder when due will bear interest at the rate of [***]
      per annum from the date due until such amount, along with all accrued
      interest thereon, is paid in full.

4.    Utilities. During the term of this Agreement, Operator will provide the
      utilities necessary for the transmission over the Channels as required
      pursuant to the terms of this Agreement.

5.    Equipment. Each Operation Notice will include a detailed description of
      all equipment which is then currently used in connection with the
      transmission of the Channels identified in such Operation Notice, and
      following the Operation Commencement Date such equipment will be
      considered as "Transmission Equipment" for purposes of this Agreement.
      From and after the Operation Termination Date for any Channels, the
      Transmission Equipment being used in connection with such Channels will no
      longer be considered Transmission Equipment for purposes of this
      Agreement.

6.    Operation of the Channel(s). During the term of this Agreement and subject
      to the terms set forth herein, Operator will operate the Channels on
      behalf of the applicable Sprint Subsidiary, using the Transmission
      Equipment and, to the extent necessary and proper, other equipment owned
      by Operator and others, in accordance with Sprint's instructions to
      satisfy the terms of the Primary Lease governing such Channels and in
      accordance with any other written instructions of Sprint. Sprint will
      provide operational instructions to Operator with respect to the
      operations of the channels and

SPRINT PROPRIETARY INFORMATION
EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement

                                       C-2


      compliance with the Primary Lease. Subject to reimbursement by Sprint of
      Operator's costs in connection with such access rights, the applicable
      Third Party Licensee and Sprint will have access to the transmission
      facilities used in the transmission of any applicable Third Party
      Licensee's Channels no later than the earlier of (a) any time period for
      such access as specified in such applicable Primary Lease, (b) any time
      period required under the FCC Rules or by the FCC, or (c) 72 hours
      following written notice to Operator. Notwithstanding anything to the
      contrary contained herein, Sprint may, in its sole discretion, elect to
      perform any obligations under any Primary Lease, including without
      limitation, any construction obligations thereunder, without reduction of
      the fees payable to Operator in accordance with this Agreement.

7.    Programming and Delivery of Content. Throughout the term of this
      Agreement, Operator will, pursuant to Sprint's instructions, provide the
      minimum amount of programming for transmission using the Channels as
      required under each applicable Primary Lease; provided, however that the
      content of such programming shall be provided by Sprint or by the Third
      Party Licensee to Operator in a timely manner. To the extent any equipment
      and facilities utilized as of the Effective Date to deliver content for
      transmission over any Third Party Licensee's Channels is controlled by
      Operator pursuant to the terms of the Region 1 Agreement, Operator will
      provide Sprint and any Third Party Licensee access to such equipment and
      facilities as necessary to satisfy their respective obligations to provide
      programming content as set forth in this Section 7.

8.    Maintenance. Operator will provide routine maintenance as needed, and
      pursuant to any written instructions from Sprint, to the Transmission
      Equipment. Should any of the Transmission Equipment require repair other
      than routine maintenance or replacement, as determined in Operator's
      reasonable discretion or pursuant to written instructions from Sprint,
      Sprint will reimburse Operator for the cost of such repairs, replacement,
      and any parts, equipment and expenses incurred by Operator with regard to
      such repair or replacement. Upon installation, any replacement equipment
      will become Transmission Equipment. Upon payment to Operator, any such
      replacement equipment will become the property of Sprint. Furthermore,
      Sprint will reimburse Operator for such expenses incurred by Operator in
      making any upgrades, modifications, or improvements in connection with the
      operation of the Channels as agreed to by the parties. Sprint will
      reimburse Operator for any such costs and expenses no later than 30 days
      following Operator's delivery of an invoice for such expenses.

9.    Regulatory Compliance. Each of the parties hereto will take all reasonable
      steps to comply with the Communications Act of 1934, as amended, and the
      rules and regulations of the FCC. Notwithstanding anything to the contrary
      contained herein, the Third Party Licensee will at all times retain such
      responsibility for the operation and control of the facilities licensed to
      it as is required by the FCC's rules and policies.

10.   Insurance. At its expense, Operator will secure and maintain with
      financially reputable insurers "All Risk" property insurance covering the
      Transmission Equipment for its replacement value. A certificate of
      insurance will be delivered to

SPRINT PROPRIETARY INFORMATION
EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement

                                       C-3


      Sprint within 30 days of the Effective Date evidencing that the above
      coverage is in effect and will not be canceled or materially altered
      without first giving Sprint 30 days' prior written notice. Renewal
      certificates will be delivered prior to the expiration of the term
      thereof. Sprint will be named as an additional insured on the above
      referenced policy of insurance.

11.   Indemnification. Sprint will indemnify, defend (with legal counsel
      reasonably acceptable to Operator) and hold Operator and its respective
      affiliates, managers, officers, directors, employees, agents, attorneys,
      representatives, successors and assigns (the "Operator Indemnitees")
      harmless from and against any and all liabilities, claims, judgments,
      orders, governmental directives, direct damages and losses, fines,
      penalties, expenses (including without limitation reasonable consultants',
      experts' and attorneys' fees), and costs which arise from the operation of
      the Channels pursuant to Sprint's instruction as set forth in this
      Agreement, programming provided by Sprint or the Third Party Licensee, and
      the acts, omissions, negligence or willful misconduct of Sprint, its
      officers, employees or agents in connection with Sprint's operation of the
      Channels.

12.   Notice. All notices and other communications given or made pursuant to
      this Agreement will be in writing and will be deemed received as of the
      first weekday (excluding Federal holidays) after being sent for next-day
      delivery by United States Postal Service Express Mail, return receipt
      requested, or by Federal Express, signature required, to the other party
      at the following address:

               If to Operator:

               Fixed Wireless Holdings, LLC
               Attn: Benjamin G. Wolff
               10210 NE Points Road, Suite 210
               Kirkland, WA 98033
               Facsimile No. 425.828.8061

               With a copy to:

               Davis Wright Tremaine LLP
               Attn: Julie Weston, Esq.
               2600 Century Square
               1501 Fourth Avenue
               Seattle, WA 98101-1688
               Facsimile No. 206.628.7699

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                                       C-4


               If to Sprint:

               Sprint

               [***]

               With copy to: Sprint

               Sprint

               [***]

A party may change the address at which notices are to be given to it by giving
notice of such change to the other party in the manner hereinabove provided for
the giving of notices. Notwithstanding anything to the contrary contained
herein, in the case of any notice which in any manner alleges or pertains to a
breach of an obligation on the part of a party hereto, the notice will not be
effective unless such notice is also sent via facsimile to the other party and
to the copy addressees at the facsimile numbers provided hereinabove.
Furthermore, in the case of any notice contemplated by the preceding sentence
given by Operator, a copy of such notice will be sent contemporaneously with the
notice to the addressees listed hereinabove, and in the manner provided
hereinabove, to:

      [***]

13.   Assignment. This Agreement may not be assigned by Operator in whole or in
      part, without the prior written consent of Sprint which may be withheld by
      Sprint in its sole discretion; provided, however that this agreement may
      be assigned without Sprint's consent in connection with the permitted
      assignment of the Region 1 Agreement. Sprint has the absolute right to
      assign or otherwise transfer its rights and obligations under this
      Agreement, provided, however, that any such assignment shall not relieve
      Sprint of its obligations under this Agreement.

14.   Not A Lease. This Agreement and Operator's rights hereunder will not be
      construed as a sublease, assignment, transfer or the granting of any
      rights to use the Channels by Operator and Operator will have no right to
      utilize the Channels for the transmission of content of Operator's
      choosing, other than as required pursuant to paragraph 7. It is expressly
      agreed that this Agreement is a contract for services.

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                                       C-5


15.   Force Majeure. If by reason of act of God, acts of public enemies, orders
      of any branch of the government of the United States of America, any state
      or any political subdivision thereof which are not the result of a breach
      of or default under this Agreement, orders of any military authority,
      insurrections, riots, epidemics, fires, civil disturbances, explosions, or
      any other similar cause or event not reasonably within the control of
      Operator, Operator is unable in whole or in part to perform its
      obligations hereunder, Operator will not be deemed in violation or default
      of this Agreement during the period of such inability.

16.   No Waivers. The failure on the part of either party to exercise, or any
      delay in exercising, any right or remedy hereunder will not operate as a
      waiver of such right or remedy. Any single or partial exercise by either
      party of any right or remedy hereunder will not preclude the exercise of
      any other right or remedy or the further exercise of such right or remedy.

17.   Relationship. The performance by each party of its duties and obligations
      under this Agreement will be that of an independent contractor and nothing
      herein will create or imply an agency relationship between the parties,
      nor will this Agreement be deemed to constitute a joint venture or
      partnership between the parties.

18.   Governing Law. This Agreement will be governed by and construed in
      accordance with the Communications Act of 1934, as amended, the FCC's
      rules and policies, and the laws of the State of Kansas, without giving
      effect to the conflicts of laws principles thereof.

19.   Entire Understanding. Except for the Region 1 Agreement and the other
      agreements referenced therein, this Agreement represents the entire
      understanding of the parties with respect to the subject matter hereof and
      supersedes all prior or contemporaneous writings, correspondence and
      memoranda with respect thereto.

20.   Amendments. This Agreement may be modified or amended only by a written
      amendment executed by all parties.

21.   Severability. If any provision of this Agreement is determined by any
      court, the FCC or any other governmental authority to be invalid, illegal
      or incapable of being enforced, all other provisions will nevertheless
      remain in full force and effect so long as the economic or legal substance
      of the transactions contemplated hereby is not affected in any manner
      materially adverse to any party.

22.   Interpretation and Construction. The headings contained in this Agreement
      are for convenience of reference only and do not affect in any way the
      meaning or interpretations of this Agreement. If this Agreement requires
      interpretation or construction, this Agreement will not be interpreted or
      construed more strictly against any one party by reason of any rule of
      interpretation or construction under which a document is to be construed
      more strictly against the drafting party. As used in this Agreement, the
      term "including" is deemed to mean "including, without limiting the
      generality of the foregoing."

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                                       C-6


23.   Counterparts. This Agreement may be executed in counterparts, each of
      which will be deemed an original, but all of which will constitute one and
      the same instrument

     [Remainder of page intentionally left blank; signature page(s) follow]

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                                       C-7


      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.

                                  OPERATOR:

                                  FIXED WIRELESS HOLDINGS, LLC

                                  By:__________________________________________
                                         Benjamin G. Wolff
                                         Executive Vice President

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                                      C-8


                                  SPRINT:

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

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                                      C-9


                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

SPRINT PROPRIETARY INFORMATION
EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement

                                      C-10


                                          * * *

                                  BY:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

SPRINT PROPRIETARY INFORMATION
EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement

                                      C-11


                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         President

SPRINT PROPRIETARY INFORMATION
EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement

                                      C-12


                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         President

                                          * * *

                                  By:__________________________________________
                                         Todd A. Rowley
                                         Vice President

SPRINT PROPRIETARY INFORMATION
EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement

                                      C-13


                                   SCHEDULE 3

                                      Fees

                                   [ATTACHED]

SPRINT PROPRIETARY INFORMATION
EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement


                                    EXHIBIT D

[Date]

[Address]

      Re:   [Identify Lease Agreement] dated _________, ______ between _________
            and _________________ ("Primary Lease"); Market Operation and
            Sublicense Agreement dated ___________, 2004 among various
            subsidiaries of Sprint Corporation and Fixed Wireless Holdings, LLC,
            a wholly owned subsidiary of Clearwire Corporation.

Dear [Name]:

We are pleased to announce that various subsidiaries of Sprint Corporation
(collectively, "Sprint") have entered into the above referenced Market Operation
and Sublicense Agreement ("Market Operation Agreement") with Fixed Wireless
Holdings, a wholly owned subsidiary of Clearwire Corporation ("Clearwire").
While Sprint will remain actively involved in developing technology and
infrastructure for delivery of advanced "4G" mobile and portable broadband
wireless services, Sprint has entered into this Agreement in an effort to hasten
the deployment of commercially available broadband and wireless services in
certain small and midsize markets by leasing and subleasing Sprint's MMDS and
ITFS spectrum to Clearwire.

Sprint selected Clearwire to develop and operate the market because of
Clearwire's commitment to delivering broadband wireless services in markets
throughout the United States including the licensed area covered by your
spectrum. Clearwire currently offers self-installed broadband Internet access
with download speeds of up to 1.5 Mbps. Clearwire provides it service over MMDS
and ITFS spectrum, and has acquired such spectrum in numerous markets throughout
the United States. Clearwire is currently providing its services to customers in
Jacksonville, Florida, and intends to launch its services in several additional
markets by the end of 2004 and throughout 2005. Clearwire's management is a team
of telecommunications industry professionals led by Craig McCaw, who serves as
Clearwire's Chief Executive Officer. Mr. McCaw has been an active entrepreneur
and investor in the communications industry for over 35 years.

Pursuant to the Market Operation Agreement, Sprint has granted to Clearwire the
right to use your channels in the deployment of a wireless service. In return,
following a transition period, Clearwire will step into Sprint's shoes and
perform all obligations previously performed by Sprint under the Primary Lease.
Therefore, upon completion of the transition period, Clearwire will, to the
extent required under the Primary Lease:

      1.    operate and maintain all equipment used in connection with the
            operation of your channels;

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EXHIBIT D - Form of Notice

                                       D-1



      2.    maintain, repair and replace your ITFS receive site facilities(1/);

      3.    fulfill any obligations under the Primary Lease to provide
            programming content for your use in satisfaction of the FCC's
            minimum educational use requirements(2/);

      4.    directly pay to you all payments and reimbursements due under the
            Primary Lease. [Determination of the revenue sharing component of
            your compensation under the Primary Lease will be based upon the
            revenues collected by Clearwire from its customers](3/); and

      5.    be responsible to ameliorate any materially adverse effect to your
            programming(4/).

Furthermore, effective as of ______________, Sprint has granted Clearwire the
right to enforce the Primary Lease, including the right to modify the facilities
used in connection with your channels and request interference consents as
permitted under the Primary Lease. Therefore, unless notified otherwise by
Sprint, you should comply with all of Clearwire's instructions to the extent
consistent with the Primary Lease.

Please note that Clearwire has agreed to comply with all terms of the Primary
Lease, including restrictions on content, in connection with its use of your
channels. As Clearwire will have certain rights under and will perform all
obligations under the Primary Lease, all future notices under the Primary Lease
from you must be provided to Clearwire with a copy to Sprint. Exhibit A to this
letter provides the correct notice address for your use in the future.

This letter serves as Sprint's notice to you of the transfer of certain rights
held by Sprint pursuant to the Primary Lease. We look forward to your
cooperation in the transition of the operation of your channels to Clearwire. If
you have any questions regarding the Market Operation Agreement and the
continued lease of your channels by Sprint, please do not hesitate to contact
[INSERT LRD].

----------

(1/)    Only applicable to ITFS leases.

(2/)    Only applicable to ITFS leases.

(3/)    Only applicable if Primary Lease has revenue share component.

(4/)    Only applicable to ITFS leases.

SPRINT PROPRIETARY INFORMATION
EXHIBIT D - Form of Notice

                                       D-2



                                    EXHIBIT E

                          TRANSITION SERVICES AGREEMENT

            THIS AGREEMENT (this "AGREEMENT") is entered into as of the ___ day
of _, 2004 by and among each of the undersigned wholly owned subsidiaries of
Sprint Corporation (collectively, "SPRINT"), and Fixed Wireless Holdings, LLC, a
Delaware limited liability company ("OPERATOR").

                             PRELIMINARY STATEMENTS

            Pursuant to that certain Market Operation, Spectrum Lease and
Sublicense Agreement dated as of the date hereof among Sprint and Operator (the
"MARKET OPERATION AGREEMENT"), Sprint granted to Operator the right to use the
Spectrum, Sprint Equipment and Towers (as defined in the Market Operation
Agreement).

            In order to facilitate the transition of the operation of the
Spectrum from Sprint to Operator, including performance of functions
traditionally associated with the maintenance of the Leased Spectrum (as defined
in the Market Operation Agreement), the parties desire to enter into this
Agreement.

                                    AGREEMENT

            In consideration of the agreements set forth herein and the
agreements between Sprint and Operator in the Market Operation Agreement, Sprint
and Operator hereby agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

            Capitalized terms not otherwise defined herein will have the
meanings assigned to such terms in the Market Operation Agreement.

                                   ARTICLE 2
                              PLANNING AND SERVICES

            2.1 Transition Meetings. No later than 60 days following the date
hereof, operations management representatives of Operator will meet with
Sprint's spectrum management, lease portfolio management, and network operations
representatives at Sprint's corporate headquarters in Overland Park, Kansas. At
such meeting Operator will present to Sprint Operator's transition plan setting
forth with detail, including project completion dates, the steps necessary to
transition operation and management of the Spectrum, Sprint Equipment, Primary
Leases and Towers from Sprint to Operator. Sprint and Operator will mutually
revise such plan as the parties deem necessary and appropriate. No later than 90
days following the Effective Date, operations management representatives of
Sprint and Operator will meet at Operator's Kirkland, Washington corporate
headquarters. At such meeting, Operator will explain to Sprint and/or
demonstrate the controls and procedures which it will use in management of the
Spectrum, Primary Leases, Sprint

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                                       E-1



Equipment and Towers. Sprint will have the right to be present and observe
Operator's initial payments to Third Party Licensees following the Initial
Closing Date.

            2.2 Transition Services. During each Market Term (as defined in
Article 5) with respect to such applicable Closed Market, Sprint will provide to
Operator those services described in Exhibit A to this Agreement (collectively,
the "SERVICES") in accordance with the terms set forth herein.

            2.3 Additional Services. Operator may request that services other
than those set forth on Exhibit A (the "ADDITIONAL SERVICES") be provided by
Sprint. Sprint agrees to provide Additional Services which are necessary to
maintain the Primary Leases, Leased Spectrum and Sprint Authorizations, as
reasonably requested by Operator during the Term.

                                    ARTICLE 3
                                FEES FOR SERVICES

            3.1 Fees for Services.

                  (a) Reimbursement for Expenses. In addition to the fees set
       forth in Sections 3.1(b) and 3.1(c), Operator will reimburse Sprint for
       purchases of supplies, travel and other items necessary for performance
       of the Services and Additional Services and all other reasonable costs
       and expenses, including engineering and legal services, incurred by
       Sprint in connection with the performance of the Services and Additional
       Services; provided that such costs and expenses have not been otherwise
       reimbursed or paid under the Market Operation Agreement or otherwise and,
       to the extent any such costs and expenses exceed [***] for any calendar
       month, Clearwire has approved such costs and expenses. Notwithstanding
       anything to the contrary set forth herein, Sprint will not be obligated
       to perform any Services or Additional Services if Operator has not agreed
       to reimburse Sprint for the costs and expenses related to such Services
       or Additional Services which otherwise are reimbursable pursuant to this
       Agreement; provided that Operator has not suggested or provided a lower
       cost alternative for the provision of such Services or Additional
       Services.

                  (b) Additional Services. Operator will pay Sprint for the
      Additional Services requested by Operator pursuant to Section 2.3
      according to the rates and terms set forth in Exhibit B.

                  (c) Services Provided After Expiration of any Market Term. If,
      for any reason, Sprint provides Services to Operator attributable to a
      Closed Market following expiration of the applicable Market Term, in
      addition to reimbursement of costs and expenses set forth in Section
      3.l(a). Operator will pay Sprint according to the rates and terms as set
      forth on Exhibit B attached hereto. Notwithstanding anything to the
      contrary contained herein, in no event shall this Section be construed as
      a waiver of any event of default or breach by Operator of the terms of the
      Market Operation Agreement, it being understood and agreed that Sprint
      rights pursuant to this Section 3.1(c) are independent and in addition to
      any other rights Sprint has under the Market Operation Agreement.

            3.2 Payment of Fees and Reimbursements. Sprint will deliver to
Operator, on a monthly basis, an invoice reflecting the total amount of the fees
for Additional Services and, as

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                                       E-2



applicable, Services provided by it during the prior month, along with costs and
expenses and copies of invoices to support reimbursement requests. For
avoidance of doubt, this Section 3.2 governs Operator's obligations to reimburse
Sprint for any costs and expenses which Operator has assumed pursuant to the
Market Operation Agreement to the extent such amounts are paid by Sprint on
behalf of Operator hereunder. Operator will pay the fees and charges reflected
on such invoices by wire transfer in immediately available funds no later than
10 days after receipt of any invoice. Any amount not paid hereunder when due
will bear interest at the rate of 13.5% per annum from the date due until such
amount, along with all accrued interest thereon, is paid in full.

            3.3 Examination Right. Operator will be entitled to have its
authorized representative or independent accountants examine Sprint's records
pertaining to the respective fees and charges referenced in this Article 3. No
later than 20 days following written notice from Operator, not to be given more
than twice during the Term, Sprint will make such records available to Operator
by furnishing access to such information at Sprint's offices or, upon the
election of Sprint, by delivering copies of such records to Operator.

                                    ARTICLE 4
                                STANDARD OF CARE

            Sprint agrees to perform the Services with the same level of due
care with which such Services were performed prior to execution of the Market
Operation Agreement. At a minimum, Sprint will perform the Services in a
competent and workman-like manner using its commercially reasonable efforts and
in a manner which is consistent with the manner in which such Services were
performed immediately prior to execution of the Market Operation Agreement.

                                    ARTICLE 5
                               TERM; TERMINATION

            With respect to any Closed Market, the term of this Agreement will
commence on the Initial Closing Date or applicable Market Closing Date for such
Closed Market and will continue for a period of 90 days thereafter unless
otherwise agreed to in writing by the parties (each, a "MARKET TERM"). This
Agreement will expire on the earlier to occur of (a) the date on which the last
Market Term expires, or (b) 24 months following the Effective Date (such period
this Agreement is in effect, the "TERM"). Operator may terminate all of the
Services of a particular type which it is then receiving for all Closed Markets
by providing notice to Sprint specifying the effective date of such termination,
no later than 10 days prior to the effective date of such termination.

                                    ARTICLE 6
                            MISCELLANEOUS PROVISIONS

            6.1 Force Majeure. If by reason of act of God, acts of public
enemies, orders of any branch of the government of the United States of America,
any state or any political subdivision thereof which are not the result of a
breach of or default under this Agreement, orders of any military authority,
insurrections, riots, epidemics, fires, civil disturbances, explosions, or any
other similar cause or event not reasonably within the control of Sprint, Sprint
is unable in whole or in part to

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                                       E-3



perform its obligations hereunder, Sprint will not be deemed in violation or
default of this Agreement during the period of such inability.

            6.2 No Waivers. The failure on the part of either party to exercise,
or any delay in exercising, any right or remedy hereunder will not operate as a
waiver of such right or remedy. Any single or partial exercise by either party
of any right or remedy hereunder will not preclude the exercise of any other
right or remedy or the further exercise of such right or remedy.

            6.3 Notices. All notices and other communications given or made
pursuant to this Agreement will be in writing and will be deemed received as of
the first weekday (excluding Federal holidays) after being sent for next-day
delivery by United States Postal Service Express Mail, return receipt requested,
or by Federal Express, signature required, to the other party at the following
address:

                  If to Operator:

                  Fixed Wireless Holdings, LLC
                  Attn: Benjamin G. Wolff
                  10210 NE Points Road, Suite 210
                  Kirkland, WA 98033
                  Facsimile No. 425.828.8061

                  With a copy to:

                  Davis Wright Tremaine LLP
                  Attn: Julie Weston, Esq.
                  1501 Fourth Avenue
                  Seattle, WA 98101-1688
                  Facsimile No. 206.628.7698

                  If to Sprint:

                  Sprint
                  [***]

                  With copy to:

                  Sprint
                  [***]

A party may change the address at which notices are to be given to it by giving
notice of such change to the other party in the manner hereinabove provided for
the giving of notices. Notwithstanding

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                                       E-4



anything to the contrary contained herein, in the case of any notice which in
any manner alleges or pertains to a breach of an obligation on the part of a
party hereto, the notice will not be effective unless such notice is also sent
via facsimile to the other party and to the copy addressees at the facsimile
numbers provided hereinabove. Furthermore, in the case of any notice
contemplated by the preceding sentence given by Operator, a copy of such notice
will be sent contemporaneously with the notice to the addressees listed
hereinabove, and in the manner provided hereinabove, to:

            [***]

            6.4 Relationship. The performance by each party of its duties and
obligations under this Agreement will be that of an independent contractor and
nothing herein will create or imply an agency relationship between the parties,
nor will this Agreement be deemed to constitute a joint venture or partnership
between the parties.

            6.5 Governing Law. This Agreement will be governed by and construed
in accordance with the Communications Act of 1934, as amended, the FCC's rules
and policies, and the laws of the State of Kansas, without giving effect to the
conflicts of laws principles thereof.

            6.6 Covenant of Further Assurances. The parties covenant and agree
that, subsequent to the execution and delivery of this Agreement and without any
additional consideration, each of the parties will execute and deliver, or cause
appropriate affiliates to execute and deliver, any further legal instruments and
will perform any acts which are or may become reasonably necessary to effect the
purposes of this Agreement.

            6.7 Assignment. Neither party may assign any of its rights under
this Agreement without the prior written consent of the other parties which such
consent will not be unreasonably conditioned, withheld, or delayed, except that
either party may assign any of its rights under this Agreement to (i) any parent
company or subsidiary of the assigning party, or to any entity under common
ownership with the assigning party, provided that such assignee, or assignees,
have the resources and ability to perform the obligations of the assigning party
under this Agreement, (ii) any entity which acquires the assigning party's
interests under the Market Operation Agreement, or (iii) any entity which
acquires the assigning party or substantially all of the assets of the assigning
party, provided, however, that any such assignment shall not relieve the
assigning party of its obligations under this Agreement. Subject to the
preceding sentence, this Agreement will apply to, be binding in all respects
upon, and inure to the benefit of the successors and permitted assigns of the
parties. Nothing expressed or referred to in this Agreement will be construed to
give any Person other than Sprint and Operator any legal or equitable right,
remedy, or claim under or with respect to this Agreement or any provision of
this Agreement. This Agreement and all of its provisions and conditions are for
the sole and exclusive benefit of the parties to this Agreement, and their
respective permitted successors and assigns.

            6.8 Entire Understanding. Except for the Market Operation Agreement
and other agreements referenced therein, this Agreement represents the entire
understanding of the parties with

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                                       E-5



respect to the subject matter hereof and supersedes all prior or contemporaneous
writings, correspondence and memoranda with respect thereto.

            6.9 Interpretation and Construction. The headings contained in this
Agreement are for convenience of reference only and do not affect in any way the
meaning or interpretations of this Agreement. If this Agreement requires
interpretation or construction, this Agreement will not be interpreted or
construed more strictly against any one party by reason of any rule of
interpretation or construction under which a document is to be construed more
strictly against the drafting party. As used in this Agreement, the term
"including" is deemed to mean "including, without limiting the generality of the
foregoing."

            6.10 Amendments. This Agreement may be modified or amended only by a
written amendment executed by all parties.

            6.11 Counterparts. This Agreement may be executed in counterparts,
each of which will be deemed an original, but all of which will constitute one
and the same instrument.

            IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers effective as of the day and year
first above written.

                                   OPERATOR:

                                   FIXED WIRELESS HOLDINGS, LLC

                                   By: _____________________________
                                           Benjamin G. Wolff
                                           Executive Vice President

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                                       E-6



                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

SPRINT PROPRIETARY INFORMATION
EXHIBIT E - Transition Services Agreement

                                       E-7



                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

SPRINT PROPRIETARY INFORMATION
EXHIBIT E - Transition Services Agreement

                                       E-8



                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

SPRINT PROPRIETARY INFORMATION
EXHIBIT E - Transition Services Agreement

                                       E-9



                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           President

SPRINT PROPRIETARY INFORMATION
EXHIBIT E - Transition Services Agreement

                                      E-10



                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           President

                                          * * *

                                   By: _____________________________
                                           Todd A. Rowley
                                           Vice President

SPRINT PROPRIETARY INFORMATION
EXHIBIT E- Transition Services Agreement

                                      E-l1


                                    EXHIBIT A

                               TRANSITION SERVICES

Subject to Operator's reimbursement and payment obligations set forth in
Sections 3.1 and 3.2, Sprint will perform the following Services:

1. Maintenance of Sprint Equipment. Sprint will maintain all Sprint Equipment
and other equipment used in connection with the operation of the Spectrum in a
given Closed Market as of the applicable Initial Closing Date or Market Closing
Date to the extent necessary to operate the Spectrum in the subject Closed
Market. Furthermore, Sprint will repair or replace any non-operational Sprint
Equipment to the extent necessary to operate the Spectrum in the subject Closed
Market.

2. Primary Lease Maintenance.

      a. Payment Services. Sprint will pay each Licensee any and all amounts due
      and owed under the applicable Primary Leases.

      b. Receive Site Equipment Services. Sprint will maintain, and to the
      extent necessary, repair and replace, all ITFS receive site equipment
      where required pursuant to applicable Primary Leases.

      c. Enforcement Services. Sprint will monitor and demand compliance by the
      Third Party Licensees with all material terms of the Primary Leases.

3. Programming/Operation Services.

      a. ITFS Channels. Sprint will continue to provide the video programming
      utilized by Licensees in compliance with the Primary Leases.

      b. MDS Channels. Sprint will continue to provide programming over the MDS
      Channels as Sprint provides as of the Initial Closing Date, or applicable
      Market Closing Date.

4. Regulatory Compliance Services. Sprint will file all reports and other
materials required by the FCC with respect to the Sprint Spectrum. Furthermore,
Sprint will assist each Licensee with the filing of all reports and other
materials required by the FCC with respect to the Leased Spectrum.

5. Other Payment Services. During the applicable Market Term with respect to any
given Closed Market, Sprint will pay on behalf of Operator (subject to
reimbursement) monthly tower rent, utility fees and charges, taxes and licensing
fees, and such other payment obligations to third parties assumed by Operator
pursuant to the terms of the Market Operation Agreement.

SPRINT PROPRIETARY INFORMATION
EXHIBIT E - Transition Services Agreement

                                      E-12


                                    EXHIBIT B

                                      FEES

Operator will pay Sprint for the Services and Additional Services at the hourly
rates set forth below for each hour of time that any Sprint employee or
contractor spends in delivering the Services or Additional Services. [***]

<TABLE>
<CAPTION>
                                            Hourly Rate for Additional
             Period                                  Services                       Hourly Rate for Services
---------------------------------------     ----------------------------            ------------------------
<S>                                         <C>                                     <C>
1st through 60th days of Market Term                    [***]                                 N/A

61st through 90th days of Market Term                   [***]                                 N/A

Following the Market Term                               [***]                                [***]
</TABLE>

SPRINT PROPRIETARY INFORMATION
EXHIBIT E - Transition Services Agreement

                                      E-13


                                    EXHIBIT F

                         GUARANTY AND COVENANT AGREEMENT

      This Guaranty and Covenant Agreement ("Guaranty") is executed and
delivered this_____day of__________, 2004 by Guarantor (as defined below), in
favor of Sprint (as defined below).

      As used herein, the following terms will have the meanings set forth
below:

      "Guarantor" means Clearwire Corporation, a Delaware corporation, and its
successors and assigns.

      "Market Operation Agreement" means that certain Market Operation, Spectrum
Lease and Sublicense Agreement dated as of October_____, 2004 among Operator and
Sprint.

      "Operator" means Fixed Wireless Holdings, LLC, a Delaware limited
liability company, and its successors and assigns.

      "Sprint" means collectively the parties to the Market Operation Agreement
which are collectively referred to therein as Sprint, and each of their
successors and assigns.

      Guarantor acknowledges that its execution and delivery of this Guaranty is
a condition to Sprint's agreement to the terms of the Market Operation
Agreement. Furthermore, Guarantor acknowledges that Operator is a wholly owned
subsidiary of Guarantor and that Guarantor will derive substantial benefit from
the Market Operation Agreement.

      For value received, Guarantor does hereby unconditionally and irrevocably
guarantee, as primary obligor and not merely as surety, to Sprint, the accuracy
of each representation and warranty made by and the due and punctual
performance, observance and discharge of each term, provision, duty, covenant
and agreement of Operator contained in, and the due and punctual payment (when
and as the same may become due and payable) of each amount which the Operator is
or may become obligated to pay under or pursuant to, the Market Operation
Agreement and all other agreements executed in connection therewith
(collectively referred to herein as the "Guaranteed Obligations").

      The Guarantor hereby waives promptness, diligence and notice as to the
obligations and covenants contained herein and acceptance of this Guaranty, and
waives any other circumstance which might otherwise constitute a legal or
equitable discharge, release or defense of a guarantor or surety, or that might
otherwise limit the obligations of the Guarantor hereunder, including without
limitation the failure of any security or the failure of any Person to perfect
any security interest. The Guarantor hereby agrees that it will not be entitled
to consent to, or receive any notice of, any amendment or modification of, or
waiver, release, consent or extension with respect to, or assignment of any
agreement giving rise to a Guaranteed Obligation that may be made or given as
provided therein. Except as expressly provided below, the Guarantor will have no
right to terminate this Guaranty or to be released or discharged from its
obligations hereunder for any reason whatsoever, including, without limitation,
any such

SPRINT PROPRIETARY INFORMATION
EXHIBIT F - Guaranty and Covenant Agreement

                                      F-1


amendment, or modification of, or waiver, release, consent or extension, any
merger, consolidation, sale of assets or change in the ownership of any shares
of capital stock of the Operator or the assignment by the Operator of its rights
in any agreement giving rise to a Guaranteed Obligation or any insolvency,
bankruptcy, liquidation, reorganization or cessation of existence of the
Operator, unless and until all Guaranteed Obligations have been performed or
discharged in full. The Guarantor agrees to pay any reasonable costs and
expenses including but not limited to litigation expenses and reasonable
attorneys' fees in connection with the enforcement of this Guaranty.

      The Guarantor agrees that this Guaranty will automatically be reinstated
if and to the extent that for any reason any payment by or on behalf of the
Operator is rescinded or must be otherwise restored, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise.

      This Guaranty can be terminated (a) only with respect to obligations not
yet incurred; and (b) only by actual receipt by Sprint of written notice of
Guarantor's intent to terminate; plus (c) a reasonable lapse of time for Sprint
to act on such notice. This Guaranty cannot be terminated with respect to any
Obligations committed to or contracted for or outstanding at the time such
notice is received. For purposes of clarity, Guarantor acknowledges and agrees
that the contractual obligations under the Market Operation Agreement as it
exists on the date of this Guaranty are obligations which have been incurred.

      Reference is made to Section 9.03 of that certain Amended and Restated
Stockholders Agreement dated March 16, 2004 ("Stockholders Agreement") among
Guarantor and the stockholders of Guarantor, pursuant to which Flux Fixed
Wireless, LLC and the McCaw Entities (as defined in section 9.03 of the
Stockholders Agreement) have agreed that Guarantor and its subsidiaries shall be
the McCaw Entities sole entities through which Craig O. McCaw acquires any right
to own or lease Multipoint Distribution Service ("MDS"), Multichannel Multipoint
Distribution Service ("MMDS") or Instructional Television Fixed Service ("ITFS")
spectrum in the United States for the purpose of providing wireless
point-to-multipoint fixed communications services (the "Non-Competition
Provisions"). Guarantor agrees that it will enforce the Non-Competition
Provisions as set forth in the Stockholders Agreement with respect to the Region
1 (as defined in the Market Operation Agreement). Guarantor further agrees that
it will not amend the provisions of the Non-Competition Provisions in any manner
which would permit the McCaw Entities greater rights to acquire ITFS, MMDS or
MDS spectrum than the McCaw Entities are currently permitted pursuant to the
Non-Competition Provisions without the prior written consent of Sprint, which
consent will not be unreasonably conditioned, delayed or withheld. During such
time as the Non-Competition Provisions may be enforced under the Stockholders
Agreement, and to the extent that Guarantor has actual knowledge of any such
lease or purchase, Guarantor will provide Sprint with prompt notice if any of
the McCaw Entities, other than Guarantor or its Subsidiaries, acquire or lease
any ITFS, MMDS or MDS spectrum within Region 1. Guarantor agrees that it will
comply with the terms and conditions set forth in Sections 5.5, 13.3 and 17.1 of
the Market Operation Agreement as an Operator Affiliate (as defined in the
Market Operation Agreement). Guarantor acknowledges and agrees that Sprint's
remedy at law for a breach or threatened breach of any of the provisions of this
paragraph would be inadequate and, in recognition of that fact, in the event of
a breach or threatened breach by Guarantor of the provisions of this paragraph,
it is agrees that, in addition to

SPRINT PROPRIETARY INFORMATION
EXHIBIT F - Guaranty and Covenant Agreement

                                      F-2


its remedy at law, Sprint shall be entitled to equitable relief in the form of
specific performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available. Nothing
herein contained shall be construed as prohibiting Sprint from pursuing any
other remedies available to it for such breach or threatened breach.

      The Guarantor represents and warrants to Sprint that:

      (a) It is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has the corporate power and
authority to enter into and perform its obligations under this Guaranty;

      (b) This Guaranty has been duly authorized by all necessary corporate
action on its part, and has been duly executed and delivered by it, and neither
the execution or delivery hereof, nor the consummation of the transactions
contemplated hereby, nor compliance by it with any of the terms and provisions
hereof (i) requires any approval of its stockholders or approval or consent of
any trustee or holder of any of its indebtedness or obligations, (ii)
contravenes any existing law, judgment, governmental rule, regulation or order
applicable to or binding on it, or (iii) contravenes or results in any breach of
or constitutes any default under any indenture, mortgage, chattel mortgage, deed
of trust, conditional sales contract, bank loan or credit agreement, corporate
charter, bylaw or other agreement or instrument to which it is a party or by
which it or any of its properties may be bound or affected;

      (c) Neither the execution and delivery by it of this Guaranty nor the
consummation of any of the transactions on its part contemplated hereby,
requires the consent, approval or authorization of, the filing or notice to, or
the registration with, the recording or filing of any document with, or the
taking of any other action in respect of, any governmental body, except for such
of the foregoing as have been obtained, given or done; and

      (d) This Guaranty constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms.

      This Guaranty is a guaranty of payment, performance and compliance and not
of collection and the Guarantor waives any right to require that any action be
brought against the Operator or to require that resort be made to any security.
This Guaranty will be binding upon the successors and assigns of the Guarantor
and will be governed, construed, applied and enforced in accordance with the
laws of the State of Kansas (disregarding any conflict of laws rule which might
result in the application of the laws of any other jurisdiction), including all
matters of construction, validity and performance.

      All notices and other communications given or made pursuant to this
Guaranty will be in writing after being sent for next-day delivery by United
States Postal Service Express Mail, return receipt requested, or by Federal
Express, signature required, to the other person at the following address:

SPRINT PROPRIETARY INFORMATION
EXHIBIT F - Guaranty and Covenant Agreement

                                      F-3


        If to Guarantor:

                 Clearwire Corporation
                 10210 NE Points Road, Suite 210
                 Kirkland, WA 98033
                 Attention: Benjamin G. Wolff
                 Facsimile No. (425)828-8061

        With a copy to:

                 Davis Wright Tremaine, LLP
                 2600 Century Square
                 1501 Fourth Avenue
                 Seattle, WA 98101
                 Attention: Julie Weston
                 Facsimile No. (206)628-7699

         If to Sprint:

                 [***]

         With a copy to:

                 [***]

Either party may change the address at which notices are to be given to it by
giving notice of such change to the other Party in the manner hereinabove
provided for the giving of notices.

                            [SIGNATURE PAGE FOLLOWS]

SPRINT PROPRIETARY INFORMATION
EXHIBIT F - Guaranty and Covenant Agreement

                                      F-4


      This Guaranty is executed effective as of the date first above written.

                                           GUARANTOR
                                           CLEARWIRE CORPORATION,
                                           a Delaware corporation

                                           By: _______________________________
                                                 Benjamin G. Wolff
                                                 Executive Vice President,
                                                 Corporate Affairs

SPRINT PROPRIETARY INFORMATION
EXHIBIT F - Guaranty and Covenant Agreement

                                      F-5


                                    EXHIBIT G

                               PUT/CALL TERM SHEET

      Upon the determination of the identity of the Put Spectrum or Call
Spectrum, as the case may be, the Parties will negotiate and execute a Purchase
and Sale Agreement (the "Purchase Agreement") incorporating the concepts and
business terms identified in Section 17.2 or 17.3 as applicable, along with
customary provisions in similar agreements, including without limitation the
following terms and conditions:

1. Representations and Warranties. Operator will make representations and
warranties in substantially the form as set forth in Section 9.1 of the
Agreement Sprint will make representations and warranties in substantially the
form set forth in Section 9.2 of the Agreement, provided, however, that Sprint
will not be required to make any representations and warranties with respect to
any matters concerning the Primary Leases, Sprint Authorizations, Leased
Authorizations, Sprint Spectrum or Leased Spectrum, of which Operator is in a
better position to be aware of vis-a-vie Sprint as a result of its
administration of the Agreement (i.e. those events or circumstances occurring
during the Term).

2. Covenants Pending Closing. Through the date of any Put Closing or Call
Closing, as applicable:

      (a)   Each Party will use its Efforts to take and cause to be taken all
            things necessary and proper and consistent with applicable law to
            consummate the transaction in a reasonably timely manner;

      (b)   Each Party will use its Efforts to obtain all necessary consents to
            the proposed transaction;

      (c)   Each Party will provide the other with notice of any fact or
            circumstance which is reasonably likely to prevent, delay or
            otherwise impair the consummation of the transaction;

      (d)   Each Party will execute and deliver such further documents and take
            such further actions as are reasonably necessary to consummate the
            transaction;

      (e)   Each Party will continue to perform all applicable obligations under
            this Agreement.

3. Conditions to Closing.

      (a)   Conditions to Closing Applicable to Both Parties. Each Party's
            obligations to consummate the transaction are subject to the
            satisfaction or waiver of the following:

SPRINT PROPRIETARY INFORMATION
EXHIBIT G - Put/Call Term Sheet

                                      G-1


            (i)   The FCC will have approved any assignment applications or
                  assignment notices as contemplated pursuant to Section 17.2 or
                  17.3 as applicable, of this Agreement;

            (ii)  There shall be no preliminary or permanent injunction or other
                  order, decree or ruling issued by any governmental authority
                  nor any law promulgated or enacted by any governmental
                  authority which shall be in effect that would impose material
                  limitations on the ability of either party to consummate the
                  transactions.

      (b)   Conditions of Closing Applicable to Sprint. Sprint's obligations to
            consummate the transactions are subject to the Operator delivering
            to Sprint the Purchase Price and all representations and warranties
            of Operator given in the Purchase Agreement being true and correct
            in all material respects as of the applicable closing date.

      (c)   Conditions to Closing Applicable to Operator. Operator's obligations
            to consummate the transactions are subject to the satisfaction or
            waiver on or prior to the applicable closing date of each of the
            following:

            (i)   The representations and warranties of Sprint will be true and
                  correct in all material respects;

            (ii)  Any covenants and/or agreements of Sprint to be performed
                  under the Purchase Agreement at or prior to the applicable
                  closing will have been duly performed in all material
                  respects;

            (iii) Sprint will have executed and delivered to Operator an
                  assignment of the Licensed Authorizations; assignment of the
                  Primary Leases, and a bill of sale for any Sprint Equipment
                  which Operator elects to purchase in a form reasonably
                  acceptable to Operator.

4. Post Closing Covenants. Operator will perform all obligations under each
Primary Lease and will indemnify and hold Sprint harmless for any breach of its
obligations to do so.

5. Indemnity. The Purchase Agreement will provide for customary indemnity
obligations of each Party. The representations and warranties of each Party will
survive for a period of one year following the applicable closing date.
Operator's obligations to indemnify Sprint for the breach of any obligation
under a Primary Lease will survive indefinitely. No party will be allowed or
entitled to an award of consequential damages.

SPRINT PROPRIETARY INFORMATION
EXHIBIT G - Put/Call Term Sheet

                                      G-2


                                  SCHEDULE R-1
                               SPRINT SUBSIDIARIES

                                      [***]

[*** Confidential Treatment Requested]



                                  SCHEDULE R-2
                            MARKETS, PRIMARY LEASES,
                       LICENSES AND LEASED AUTHORIZATIONS

                                      [***]

[*** Confidential Treatment Requested]



                                  SCHEDULE R-3
                              SPRINT AUTHORIZATIONS

                                      [***]

[*** Confidential Treatment Requested]



                                  SCHEDULE R-4
                                     MARKETS

                                      [***]

[*** Confidential Treatment Requested]



                       SCHEDULE 3.2 PRIMARY LEASE CONSENTS

                                      [***]

[*** Confidential Treatment Requested]



                                 SCHEDULE 3.2(B)

                             DISPUTED PRIMARY LEASES

<TABLE>
<S>     <C>     <C>
[***]   [***]   [***]
[***]   [***]   [***]
[***]   [***]   [***]
[***]   [***]   [***]
[***]   [***]   [***]
</TABLE>

[*** Confidential Treatment Requested]



                                  SCHEDULE 4.1

                           SPRINT PRIMARY LEASE DUTIES

I.   [***]

Pursuant to that certain Amended and Restated ITFS Lease Agreement dated as of
October 24, 2001 (as amended, the [***] Lease Agreement"), by and among the
[***] and American Telecasting, Inc., a Sprint Subsidiary, American Telecasting,
Inc. leases certain ITFS spectrum rights in the [***] Market Area and the [***]
Market Area (both as defined in the [***] Lease Agreement) from the [***]
Licensees. Unless otherwise noted, the meaning of all capitalized terms used in
this Section I of this Schedule 4.1 but not defined in this Agreement shall be
as defined in the [***] Lease Agreement.

Operator intends to sublease and operate the ITFS spectrum leased from the [***]
Licensees in the [***] Market Area only. Therefore, through this Agreement,
Operator assumes all of Sprint's obligations under the [***] Lease Agreement,
except to the extent such obligations relate to the [***] Market Area.
Accordingly, Sprint shall be responsible for the obligations under the [***]
Lease Agreement as it relates to the [***] Market Area, including the following
items pursuant to the [***] Lease Agreement: (i) payment of the Monthly Fee (as
defined in the [***] Lease Agreement) but only to the extent attributable to a
[***] Channel Group; (ii) maintenance of the Provided Transmission Equipment and
other equipment used in the [***] Market Area; (iii) installation of Internet
Access Sites in the [***] Market Area; (iv) installation and maintenance of
Additional ITFS Receive Sites in the [***] Market Area; (v) transmission of NTSC
formatted television signals over the Retained Capacity in the [***] Market
Area; and (vi) reimbursement of the [***] Licensee's reimbursable expenses
relating to the [***] Market Area.

In interpreting this Agreement with respect to the sublease and market operation
of the [***] Market Area, the [***] Lease Agreement will be interpreted broadly
such that any provision that could relate to the [***] Market Area alone
(including, but not limited to, provisions regarding FCC licenses,
modifications, equipment, facilities, and maintenance) shall apply to the
Operator.

With respect to the STL Facilities constructed and maintained for the [***]
Licensees by American Telecasting, Inc. to operate a point-to-point microwave
link system described in Section 4.3 of the [***] Lease Agreement, Operator and
Sprint will negotiate in good faith to enter into an agreement pursuant to which
Sprint and Operator will jointly undertake the obligation to maintain the STL
Facilities as required under Section 4.3 of the [***] Lease Agreement. Until
such agreement is executed by the parties Sprint will continue to maintain the
STL Facilities as required under Section 4.3 of the [***] Lease Agreement. It is
the intent of the Parties to execute such an agreement on or prior to the date
on which the [***] Market becomes a Closed Market.

[*** Confidential Treatment Requested]



                                 SCHEDULE 4.3(B)
                           SPRINT LEASES--NON FLEX USE
                       LICENSES AND LEASED AUTHORIZATIONS

<TABLE>
<S>     <C>     <C>
[***]   [***]   [***]
[***]   [***]   [***]
[***]   [***]   [***]
[***]   [***]   [***]
[***]   [***]   [***]
</TABLE>

[*** Confidential Treatment Requested]



                                 SCHEDULE 5.1(B)

                            SPECTRUM MANAGEMENT FEES

     Operator will pay Sprint for the spectrum management services referenced in
Section 5.1(b) at the rate of [***] per each hour of time that any Sprint
employee spends in delivering such spectrum management services. All time will
be billed in quarter hour increments.

[*** Confidential Treatment Requested]



                                 SCHEDULE 5.2(B)

                   SPRINT MANAGEMENT FEES FOR LEASED SPECTRUM

     Operator will pay Sprint for the spectrum management services referenced in
Section 5.2(b) at the rate of [***] per each hour of time that any Sprint
employee spends in delivering such spectrum management services for leased
spectrum. All time will be billed in quarter hour increments.

[*** Confidential Treatment Requested]



                                  SCHEDULE 5.5

                      EXISTING OPERATOR CONTROLLED SPECTRUM

    The following are markets/channels which Operator is licensed to operate:

<TABLE>
<CAPTION>
Article I MARKET   Article II CALL SIGN & CHANNELS
----------------   -------------------------------
<S>                <C>
      [***]                     [***]
</TABLE>

[*** Confidential Treatment Requested]



                                  SCHEDULE 6.3

                             MARKET CLOSING PAYMENTS

     Upon the Closing of each of the Markets set forth below, Operator will make
to Sprint the corresponding Market Closing Payment:

<TABLE>
<S>     <C>
[***]   [***]
[***]   [***]
[***]   [***]
[***]   [***]
[***]   [***]
</TABLE>

[*** Confidential Treatment Requested]



<TABLE>
<S>     <C>
[***]   [***]
[***]   [***]
[***]   [***]
[***]   [***]
[***]   [***]
</TABLE>

[*** Confidential Treatment Requested]



                                  SCHEDULE 6.4

                              MONTHLY FEE BY MARKET

     Upon the Closing of each of the Markets set forth below, the Monthly Fee
allocable to such Market will be the corresponding amounts set forth below:

<TABLE>
<S>     <C>     <C>     <C>     <C>
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
</TABLE>

[*** Confidential Treatment Requested]



<TABLE>
<S>     <C>     <C>     <C>     <C>
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
[***]   [***]   [***]   [***]   [***]
</TABLE>

[*** Confidential Treatment Requested]



                                  SCHEDULE 6.9

                             SPECTRUM OPPORTUNITIES

                                      [***]

[*** Confidential Treatment Requested]



                                 SCHEDULE 7.1(A)

                          SPRINT TRANSMISSION EQUIPMENT

                         (SEE INDIVIDUAL MARKET SHEETS)



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                      Sub-Type            Manufacturer       Model or Spec        Serial #       Quan.      Facility     Channel
----                 ------------------   -------------------   ---------------   ----------------   -----   -------------   -------
<S>                  <C>                  <C>                   <C>               <C>                <C>     <C>             <C>
[***]tenna
(transmit)           directional - omni   Andrew                HMD12VX           N/A                    1   Transmit Site   active
Coax                 120'                 Andrew                HJ7-50A           N/A                        Transmit Site
Coax                 130"                 Andrew                HJ7-50A           N/A                        Transmit Site
Combiner             A-group combiner     Microwave Filter Co   119545-A          9604018                1   Transmit Site
Combiner             B-group combiner     Microwave Filter Co   119545-B          9512029                1   Transmit Site
Combiner             C-group combiner     Microwave Filter Co   119545-C          9512030                1   Transmit Site
Combiner             D-group combiner     Microwave Filter Co   119545-D          9512031                1   Transmit Site
Combiner             F-group combiner     Microwave Filter Co   119545-F          9512032                1   Transmit Site
Combiner             G-group combiner     Microwave Filter Co   119545-G          9512033                1   Transmit Site
Combiner             H-group combiner     Microwave Filter Co   119545-H          9602005                1   Transmit Site
Combiner             mds2                 Microwave Filter Co   11951-mds         9605011                1   Transmit Site   [***]
transmitter          20 watt              EMCEE                 TTSOHS            144                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HSX          145                    1                   [***]
transmitter          20 watt              EMCEE                 TTOHS             146                    1                   [***]
transmitter          20 watt              EMCEE                 TTOHS             147                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HS           743                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HS           744                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HS           745                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HS           746                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HSX          126                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HSX          127                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HSX          128                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HSX          129                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HS           552                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HS           475                    1                   [***]
transmitter                               EMCEE                 DIGACOM           200FB                  1                   [***]
transmitter          20 watt              EMCEE                 TTH20HS           553                    1                   [***]
transmitter          20 watt              EMCEE                 TTH20HSX          134                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HSX          135                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HSX          136                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HSX          137                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HSX          130                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HSX          131                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HSX          132                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20HSX          126                    1                   [***]
transmitter                               EMCEE                 DIGACOM           113                    1                   [***]
power amp                                 EMCEE                                   501                    1                   [***]
up converter                              EMCEE                                   501                    1                   [***]
transmitter          20 watt              EMCEE                 TTS20EB           149EB                  1                   [***]
transmitter          20 watt              EMCEE                 TTS20HSX          141                    1
transmitter          20 watt              EMCEE                 TTS20HSX          142                    1
transmitter          20 watt              EMCEE                 TTS20HSX          143                    1
transmitter          20 watt              EMCEE                 TTS20HSX                                 1
Modulator                                 EMCEE                 EMI               5160216                1   Transmit Site
Modulator                                 EMCEE                 EMI               7660341                1   Transmit Site
Modulator                                 EMCEE                 EMI               5160236                1   Transmit Site
Modulator                                 EMCEE                 EMI               5160246                1   Transmit Site
Modulator                                 EMCEE                 EMI               5160239                1   Transmit Site
Modulator                                 EMCEE                 EMI               7660342                1   Transmit Site
Modulator                                 EMCEE                 EMI               6760294                1   Transmit Site
Modulator                                 EMCEE                 EMI               6760293                1   Transmit Site
Modulator                                 EMCEE                 EMI               7660321                1   Transmit Site
Modulator                                 EMCEE                 EMI               5160242                1   Transmit Site
Modulator                                 EMCEE                 EMI               5160241                1   Transmit Site
Modulator                                 EMCEE                 EMI               6760260                1   Transmit Site
Modulator                                 EMCEE                 EMI               3460143                1   Transmit Site
Modulator                                 EMCEE                 EMI               8950280                1   Transmit Site
Modulator                                 EMCEE                 EMI               5160226                1   Transmit Site
Modulator                                 EMCEE                 EMI               5160225                1   Transmit Site
Modulator                                 EMCEE                 EMI               7660319                i   Transmit Site
Modulator                                 EMCEE                 EMI               5160215                1   Transmit Site
Modulator                                 EMCEE                 EMI               5160228                1   Transmit Site
Modulator                                 EMCEE                 EMI               5160227                1   Transmit Site
Modulator                                 EMCEE                 EMI               6760270                1   Transmit Site
Modulator                                 EMCEE                 EMI               3460144                1   Transmit Site
Modulator                                 EMCEE                 EMI               6760269                1   Transmit Site
Modulator                                 EMCEE                 EMI               6760259                1   Transmit Site
Modulator                                 EMCEE                 EMI               5160235                1   Transmit Site
Modulator                                 EMCEE                 EMI               5160245                1   Transmit Site
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                      Sub-Type            Manufacturer       Model or Spec        Serial #       Quan.      Facility     Channel
----                 ------------------   -------------------   ---------------   ----------------   -----   -------------   -------
<S>                  <C>                  <C>                   <C>               <C>                <C>     <C>             <C>
Demodulator                               Cadco                 375               C2475                  1   Transmit Site
Demodulator                               Cadco                 375               C2473                  1   Transmit Site
Demodulator                               Cadco                 375               C2471                  1   Transmit Site
Demodulator                               Cadco                 375               D3076                  1   Transmit Site    [***]
receiver                                  EMCEE                 RSVA2             141                    1                    [***]
receiver                                  EMCEE                 RSVA2             135                    1                    [***]
receiver                                  EMCEE                 RSVA2                                    1                    [***]
receiver                                  EMCEE                 RSVA2                                    1                    [***]
receiver                                  EMCEE                 RSVA2             144                    1                    [***]
receiver                                  EMCEE                 RSVA2             134                    1                    [***]
receiver                                  EMCEE                 RSVA2             136                    1                    [***]
receiver                                  EMCEE                 RSVA2             204R                   1                    [***]
receiver                                  EMCEE                 RSVA2             1654                   1                    [***]
receiver                                  EMCEE                 RSVA2             130                    1                    [***]
receiver                                  EMCEE                 RSVA2             132                    1                    [***]
receiver                                  EMCEE                 RSVA2             127                    1                    [***]
receiver                                  EMCEE                 RSVA2             164R                   1                    [***]
receiver                                  EMCEE                 RSVA2             1594                   1                    [***]
receiver                                  EMCEE                 RSVA2             133                    1                    [***]
receiver                                  EMCEE                 RSVA2             161R                   1                    [***]
receiver                                  EMCEE                 RSVA2             143                    1                    [***]
receiver                                  EMCEE                 RSVA2             166R                   1                    [***]
receiver                                  EMCEE                 RSVA2             160R                   1                    [***]
receiver                                  EMCEE                 RSVA2             1629                   1                    [***]
receiver                                  EMCEE                 RSVA2             137                    1                    [***]
receiver                                  EMCEE                 RSVA2             131                    1                    [***]
receiver                                  EMCEE                 RSVA2             128                    1                    [***]
receiver                                  EMCEE                 RSVA2             126                    1                    [***]
Combiner                                  RF CUSTOM
                                          Communications        18 flGHz)         N/A                    2   Transmit Site    [***]
Demodulator                               G.I.                  5890D                                    1   Transmit Site    [***]
Demodulator          AGILE                CATEL                 D-950                                    1   Transmit Site    [***]
Modulator                                 S.A.                  6340                                     1   Transmit Site    [***]
Demodulator          AGILE                CATEL                 D-950                                    1   Transmit Site    [***]
Demodulator                               G.I.                                                           1   Transmit Site    [***]
Modulator                                 S.A.                  6340                                     1   Transmit Site
Demodulator                               G.I.                                                           1   Transmit Site
Modulator                                 S.A.                  6340                                     1   Transmit Site
Modulator                                 S.A.                  6340                                     1   Transmit Site
Demodulator          AGILE                CATEL                 D-950                                    1   Transmit Site
Modulator                                 S.A.                  6340                                     1   Transmit Site
Demodulator                               G.I.                                                           1   Transmit Site
Modulator                                 S.A.                  6340                                     1   Transmit Site
Demodulator                               G.I.                                                           1   Transmit Site
Modulator                                 S.A.                  6340                                     1   Transmit Site
Modulator                                 EMCEE                 EMI               7660344                1   Transmit Site
Dehydrator                                Andrew                MT-3100                                  1   Transmit Site
Rack                 72"                  N/A.                  N/A               N/A                    7   Transmit Site
Alarm System                              Phonetics             1104                                     1   Transmit Site
Generator            60 KW                Olympian              CG070             2025111                1   Transmit Site
A/C                                       Bard                  WA602-AOZEPXXXS   153A960975342-02       2   Transmit Site
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type          Sub-Type   Manufacturer    Model or Spec            Serial #           Quan.         Facility   Channel
----          --------   -------------   -------------   -------------------------   -----         --------   -------
<S>           <C>        <C>             <C>             <C>                         <C>     <C>   <C>        <C>
Transmit      Omni       Andrews         HMD12HO         N/A                           1     N/A   Headend    All
Hardline      470'       ANDREW          1 5/8"          N/A                           1     N/A   Headend    N/A
Combiner      A          Axcera(ITS-AD   ITS-68SE        N/A                           1     N/A   Headend    [***]
Combiner      B          Axcera(ITS-AD   ITS-685E        N/A                           1     N/A   Headend    [***]
Combiner      F          Axcera(ITS-AD   ITS-685E        N/A                           1     N/A   Headend    [***]
Combiner      G          Axcera(ITS-AD   ITS-685E        N/A                           1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831903                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831902                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831901                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831900                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831899                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        215900914                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831897                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831896                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831888                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831889                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831890                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831891                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831892                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831893                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831894                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831895                     1     N/A   Headend    [***]
Transmitter   50watts    Comwave         SB4x10          S3015                         1     N/A   Headend    [***]
Transmitter   50watts    Comwave         SB4x10          S3015                         1     N/A   Headend    [***]
Transmitter   50watts    Comwave         SB4x10          S3015                         1     N/A   Headend    [***]
Transmitter   50watts    Comwave         SB4x10          S3015                         1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210831886                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        215900913                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210837387                     1     N/A   Headend    [***]
Transmitter   50watts    ITS (AXCERA)    ADC-5724        210837386                     1     N/A   Headend    [***]
Receiver                 Dish            1000            R0023531529/S000483470203     1     N/A   Headend    [***]
Racks         72"        unknow          21" wide        N/A                           4     N/A   Headend    [***]
A/C           10         Wall            Site Owned      Unknown                       3     N/A   Headend    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type             Sub-Type          Manufacturer       Model or Spec    Serial #   Quan.         Facility   Channel
----           ------------    --------------------   --------------   --------   -----         --------   -------
<S>            <C>             <C>                    <C>              <C>        <C>     <C>   <C>        <C>
Antenna (Tra   Directional -   Andrew                 HMD 24HC         N/A          1     N/A   Headend
Antenna (Tra   Directional -   Andrew                 HMD 24HC         N/A          1     N/A   Headend
Antenna (Tra   Directional -   Bogner                                  N/A          1     N/A   Headend
Waveguide      90'             Andrew                 HJ7-50A          N/A          1     N/A   Headend
Waveguide      85'             Andrew                 HJ7-50A          N/A          1     N/A   Headend
Waveguide      60'             Andrew                 HJ7-50A          N/A          1     N/A   Headend
Heliax         10'                                    7/8" Foam        N/A          1     N/A   Headend
Heliax         12'                                    7/8" Foam        N/A          1     N/A   Headend
Heliax         12'                                    1/2" Superflex   N/A          1     N/A   Headend    [***]
Combiner                       Axcer(ITS)             1694             8102056      1     N/A   Headend    [***]
Combiner                       Microwave Filter Co.   9004S            9162012      1     N/A   Headend    [***]
Combiner                       Microwave Filter Co.   9004S            N/A          1     N/A   Headend    [***]
Combiner                       Axcer(lTS)             1694             8103056      1     N/A   Headend    [***]
Combiner                       Microwave Filter Co.   9004S            9409021      1     N/A   Headend    [***]
Combiner                       Microwave Filter Co.   9004S            N/A          1     N/A   Headend    [***]
Combiner                       Microwave Filter Co.   9004S            N/A          1     N/A   Headend    [***]
Combiner                       Axcer(ITS)             1693D            3761101      1     N/A   Headend    [***]
Diplexer                       Axcera(ITS-ADC)        658E             8097056      1     N/A   Headend    [***]
Diplexer                       Axcera(ITS-ADC)        658E             8098056      1     N/A   Headend    [***]
Diplexer                       Axcera(ITS-ADC)        658E             8099056      1     N/A   Headend    [***]
Diplexer                       Axcera(ITS-ADC)        658E             8100056      1     N/A   Headend    [***]
Diplexer                       Axcera(ITS-ADC)        658E             M0048033     1     N/A   Headend    [***]
Diplexer                       Axcera(ITS-ADC)        658E             8101056      1     N/A   Headend    [***]
Diplexer                       Axcera(ITS-ADC)        658E             8104956      1     N/A   Headend    [***]
Diplexer                       Axcera(ITS-ADC)        658E             81050056     1     N/A   Headend    [***]
Diplexer                       Axcera(ITS-ADC)        658E             3795101      1     N/A   Headend    [***]
Diplexer                       Axcera(ITS-ADC)        658E             M0518093     1     N/A   Headend    [***]
Diplexer                       Axcera(ITS-ADC)        658E             M0519093     1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           S4763        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     ITS (AXCERA)           1750C            8092056      1     N/A   Headend    [***]
Transmitter    50 Watt Exc     ITS (AXCERA)           1750C            8093056      1     N/A   Headend    [***]
Transmitter    50 Watt Exc     ITS (AXCERA)           1750C            8094056      1     N/A   Headend    [***]
Transmitter    50 Watt Exc     ITS (AXCERA)           1750C            8095056      1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           11714        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           11715        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           11716        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           11717        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           S4739        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           S4740        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           S4741        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           S4742        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     ITS (AXCERA)           1615E            M0037033     1     N/A   Headend    [***]
Transmitter    50 Watt Exc     ITS (AXCERA)           1750C            8096056      1     N/A   Headend    [***]
Transmitter    50 Watt Exc     ITS (AXCERA)           1615E            M0038033     1     N/A   Headend    [***]
Transmitter    50 Watt Exc     ITS (AXCERA)           1615E            M0039033     1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           10172        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           10173        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           10174        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           10178        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           10175        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           10176        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           10177        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           10179        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           S4743        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           S4744        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           S4745        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Comwave                SB050B           S4746        1     N/A   Headend    [***]
Transmitter    50 Watt Exc     Emcee                  TTS10EB          502EBA       1     N/A   Headend    [***]
Transmitter    50 Watt Exc     ITS (AXCERA)           1610E            M0516093     1     N/A   Headend    [***]
Transmitter    50 Watt Exc     ITS (AXCERA)           1610E            M0517093     1     N/A   Headend    [***]
Transmitter    50 Watt Up      Emcee                  TTS50EB          502EBA       1     N/A   Headend    [***]
Transmitter    50 Watt Up      ITS (AXCERA)           1658E            9155096      1     N/A   Headend    [***]
Transmitter    50 Watt Up      ITS (AXCERA)           1658E            9156096      1     N/A   Headend    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type            Sub-Type    Manufacturer   Model or Spec    Serial #   Quan.          Facility   Channel
----           ----------   ------------   -------------    --------   -----          --------   -------
<S>            <C>          <C>            <C>             <C>         <C>      <C>   <C>        <C>
Refemce Tray                Comwave                        S4764         1     N/A
IF Modulator   A/V Output   Comwave        TVM 102         11715         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         11714         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         11717         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         11716         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         2078          1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         S4739         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         S4740         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         S4741         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         S4742         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         10172         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         10173         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         10174         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         10178         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         10175         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         10176         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         10177         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         10179         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         10146         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         10144         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         10145         1     N/A    Headend    [***]
IF Modulator   A/V Output   Comwave        TVM 102         10143         1     N/A    Headend    [***]
IF Modulator   A/V Output   EMCEE          EM1                           1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             60845         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             18940         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             8300          1     N/A    Headend    [***]
Demodulator    CATV         Holland        HMD                           1     N/A    Headend    [***]
Demodulator    CATV         Holland        HMD                           1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             39737         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             8294          1     N/A    Headend    [***]
Demodulator    CATV         Holland        HMD                           1     N/A    Headend    [***]
Demodulator    CATV         Holland        HMD                           1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             31755         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             3660          1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             12650         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             3780          1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             60825         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1                           1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             60816         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             22935         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             3746          1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             8469          1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             8201          1     N/A    Headend    [***]
Demodulator    CATV         Gl             S890D           4034103       1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             39762         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             5143          1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             10938         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             3839          1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             31687         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             22932         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             22933         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             39804         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             32926         1     N/A    Headend    [***]
Demodulator    CATV         BT             AD1             8298          1     N/A    Headend    [***]
Dehydrator                  Andrew         MT 300          9303MT32      1     N/A    Headend    [***]
Rack           72"          ITS            N/A             N/A           8     N/A    Headend    [***]
Rack           96"          N/A            N/A             N/A           2     N/A    Headend    [***]
Modulator      CATV         Standard       TVM 450         56U540159     1     N/A    Headend    [***]
Modulator      CATV         Standard       TVM 450         43U430083     1     N/A    Headend    [***]
Antenna (ST    6'                                          N/A           1     N/A    Headend    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                        Sub-Type            Manufacturer       Model or Spec      Serial #      Quan.   Facility   Channel
----                  -------------------   --------------------   -------------   --------------   -----   --------   -------
<S>                   <C>                   <C>                    <C>             <C>              <C>     <C>        <C>
Antenna (Transmit)                          Andrew                 HMD16VC-W       N/A                2     Headend    [***]
Antenna (Transmit)    MDS2A-Data            Andrew                 HMD16VC-WNQ     N/A                1     Headend    [***]
Antenna (Transmit)    MDS1                  Andrew                 HMD16VC-WNQ     N/A                1     Headend    [***]
Waveguide             40'                   ANDREW                 EW-20           N/A                1     Headend    [***]
Waveguide             40'                   ANDREW                 EW-20           N/A                1     Headend    [***]
Transition Jumpers    10'                   ANDREW                 7/8"            N/A                4     Headend    [***]
Connectors            EW20 to EIA 7/8"      Andrew                 E20NB-014       N/A                4     Headend    [***]
Combiner              A-Group Combiner      ITS                    1694-D          M0250063                 Headend    [***]
Combiner              B-Group Combiner      ITS                    1694-D          6039075                  Headend    [***]
Combiner              C-Group Combiner      ITS                    1694-D          M0362073                 Headend    [***]
Combiner              D-Group Combiner      ITS                    1694-D          6040075                  Headend    [***]
Combiner              E-Group Combiner      ITS                    1694-D          3622071                  Headend    [***]
Combiner              F-Group Combiner      ITS                    1694-D          3632071                  Headend    [***]
Combiner              G-Group Combiner      ITS                    1694-D          M0365073                 Headend    [***]
Combiner              H-Group Combiner      ITS                    1694-D          3597071                  Headend    [***]
Diplexer              MDS1 Diplexer         ITS                                    6830036                  Headend    [***]
Diplexer              A-1 Diplexer          rrs                                    M02476063                Headend    [***]
Diplexer              A-2 Diplexer          ITS                                    M0247063                 Headend    [***]
Diplexer              A-3 Diplexer          ITS                                    M0248063                 Headend    [***]
Diplexer              A-4 Diplexer          ITS                                    M0249063                 Headend    [***]
Diplexer              B-1 Diplexer          ITS                                    6041075                  Headend    [***]
Diplexer              B-2 Diplexer          ITS                                    6042075                  Headend    [***]
Diplexer              C-1 Diplexer          ITS                                    M0363073                 Headend    [***]
Diplexer              C-2 Diplexer          ITS                                    M0370073                 Headend    [***]
Diplexer              C-3 Diplexer          ITS                                    M0321073                 Headend    [***]
Diplexer              C-4 Diplexer          ITS                                    M0372073           1     Headend    [***]
Diplexer              D-1 Diplexer          ITS                                    6045075            1     Headend    [***]
Diplexer              D-2 Diplexer          ITS                                    6046075            1     Headend    [***]
Diplexer              D-3 Diplexer          ITS                                    6047075            1     Headend    [***]
Diplexer              D-4 Diplexer          ITS                                    6048075            1     Headend    [***]
Diplexer              E-1 Diplexer          ITS                                    3830091            1     Headend    [***]
Diplexer              E-2 Diplexer          ITS                                    3831091            1     Headend    [***]
Diplexer              E-3 Diplexer          rrs                                    3832091            1     Headend    [***]
Diplexer              E-4 Diplexer          ITS                                    3833091            1     Headend    [***]
Diplexer              F-1 Diplexer          rrs                                    3630071            1     Headend    [***]
Diplexer              F-2 Diplexer          ITS                                    3631071            1     Headend    [***]
Diplexer              F-3 Diplexer          ITS                                    3633071            1     Headend    [***]
Diplexer              F-4 Diplexer          ITS                                    3634071            1     Headend    [***]
Diplexer              G-1 Diplexer          ITS                                    M0364073           1     Headend    [***]
Diplexer              G-2 Diplexer          ITS                                    N0373073           1     Headend    [***]
Diplexer              G-3 Diplexer          ITS                                    M0374073           1     Headend    [***]
Diplexer              G-4 Diplexer          ITS                                    N0375073           1     Headend    [***]
Diplexer              H-1 Diplexer          ITS                                    3595071            1     Headend    [***]
Diplexer              H-2 Diplexer          ITS                                    3596071            1     Headend    [***]
Diplexer              H-3 Diplexer          ITS                                    3655071            1     Headend    [***]
Transmitter           20 Watt               ITS                    1510E                              1     Headend    [***]
Transmitter           20 Watt               rrs                    1610E           M0243063A2         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           M0244063A3         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           M0245063A4         1     Headend    [***]
Transmitter           20 Watt               ITS                    1720A           6035075B1          1     Headend    [***]
Transmitter           20 Watt               ITS                    1720A           6036075B2          1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           M0354073C1         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           M0355073C2         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           M0356073C3         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           M0357073C4         1     Headend    [***]
Transmitter           50 Watt Agile         ITS                    1750C           6049075            1     Headend    [***]
Transmitter           20 Watt               ITS                    1750C           B944086D2          1     Headend    [***]
Transmitter           20 Watt               ITS                    1720A           6037075D3          1     Headend    [***]
Transmitter           20 Watt               ITS                    1720A           6038075D4          1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           3618071 E1         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           3619071 E2         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           3620071 E3         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           3621071 E4         1     Headend    [***]
Transmitter           20 Watt               ITS                    1750A           3628071F1          1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           N2764025F2         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           3609071F3          1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           M2765025F4         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           M0358073G1         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           M0359073G2         1     Headend    [***]
Transmitter           20 Watt               ITS                    161OE           M0360075G3         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           M0361073G4         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           3593071H1          1     Headend    [***]
Transmitter           20 Watt               ITS                    161OE           35994071H2         1     Headend    [***]
Transmitter           20 Watt               ITS                    1610E           3613071H3          1     Headend    [***]
Transmitter           10 Watt               ITS                    1510E           M1639064           1     Headend    [***]
Exciter               5 Watt                ITS                    7525            212366984          1     Headend    [***]
Amplifler             25 Watt Average       ITS                    1586-1004       212316976          1     Headend    [***]
CMD                   CMD 2000 Downstrea    Hybrid                 7520P9-34H      F-2955500011       1     Headend    [***]
Modulator             Baseband to IF        HYBRID                 HEM-2204B       N/A                1     Headend    [***]
De-Modulator          Agile                 General Instruments                    06C0000150166      1     Headend    [***]
De-Modulator          Agile                 General Instruments                    0810000128166      1     Headend    [***]
De-Modulator          Ante                  General Instruments                    0810000119166      1     Headend    [***]
De-Modulator          Agile                 General Instruments                    0810000106166      1     Headend    [***]
De-Modulator          Agile                 General Instruments                    0810000116166      1     Headend    [***]
De-Modulator          Agile                 Genera] Instruments                    0810000173166      1     Headend    [***]
De-Modulator          Agile                 General Instruments                    0810000190166      1     Headend    [***]
Da-Modulator          Agile                 General Instruments                    0810000110166      1     Headend    [***]
De-Modulator          Agile                 General Instruments                    0810000104166      1     Headend    [***]
De-Modulator          Agile                 General Instruments                    0810000141168      1     Headend    [***]
De-Modulator          Agile                 General Instruments                    0810000101166      1     Headend    [***]
De-Modulator          Agile                 General Instruments                    0810000171166      1     Headend    [***]
De-Modulator          Agile                 General Instruments                    0810000118166      1     Headend    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                  Sub-Type           Manufacturer        Model or Spec       Serial #       Quan.   Facility   Channel
----              ----------------   --------------------   ---------------   --------------   ------   --------   -------
<S>               <C>                <C>                    <C>               <C>              <C>      <C>        <C>
De-Modulator      Agile              General Instruments                      0810000150166       1     Headend    [***]
De-Modulator      Agile              General Instruments                      0810000133166       1     Headend    [***]
De-Modulator      Agile              General instruments                      0810000135166       1     Headend    [***]
De-Modulator      Agile              General Instruments                      0810000175166       1     Headend    [***]
De-Modulator      Agile              General Instruments                      0810000142166       1     Headend    [***]
De-Modulator      Agile              General Instruments                      0810000167166       1     Headend    [***]
De-Modulator      Agile              General Instruments                      0810000113166       1     Headend    [***]
De-Modulator      Agile              General Instruments                      0810000183166       1     Headend    [***]
De-Modulator      Agile              General Instruments                      0810000195166       1     Headend    [***]
De-Modulator      Agile              General Instruments                      0810000176166       1     Headend    [***]
De-Modulator      Agile              General Instruments                      0810000162166       1     Headend    [***]
De-Modulator      Agile              General Instruments                      0810000172166       1     Headend    [***]
De-Modulator      Agile              General Instruments                      0810000185166       1     Headend    [***]
De-Modulator      Agile              General Instruments                      00810000111166      1     Headend    [***]
De-Modulator      Agile              General Instruments                      00810000189166      1     Headend    [***]
De-Modulator      Agile              General Instruments                      0810000149166       1     Headend    [***]
Outdoor RF Head
   (receive)      18.142-18.580GHZ      CHANNEL MASTER      6633-18           C3339980001         2     Headend    [***]
Indoor baseband
   unit
   (receive)      23.275GHZ MA23VX           MRC            845270-2          509VXSA555          1     Headend    [***]
Indoor baseband
   unit
   (receive)      23.475GHZ MA23VX           MRC            845270-3          509VXSA556          1     Headend    [***]
Outdoor RF Head
   (receive)      23.275GHZ MA23VX           MRC            845379-2          509VXSA555          1     Headend    [***]
Outdoor RF Head
   (receive)      23.475GHZ MA23VX           MRC            845379-3          509VXSA55G          1     Headend    [***]
Antenna
   (Receive-
   Data)          4ft. 18GHZ                 MRC                              N/A                 1     Headend    [***]
Antenna
   (Receive-
   AML)           6ft. 18GHZ-AML            Andrew                            N/A                 1     Headend    [***]
Antenna
   (Receive-
   ITFS)          6ft. 23GHZ               Gabriel                            N/A                 1     Headend    [***]
Rack              72"                        ADC            N/A               N/A                 1     Headend    [***]
Rack              72"                        ADC            N/A               N/A                 1     Headend    [***]
Rack              72"                        ADC            N/A               N/A                 1     Headend    [***]
Rack              72"                        ADC            N/A               N/A                 1     Headend    [***]
Rack              72"                        ADC            N/A               N/A                 1     Headend    [***]
Rack              72"                        ADC            N/A               N/A                 1     Headend    [***]
Rack              72"                        ADC            N/A               N/A                 1     Headend    [***]
Reck              72"                        ADC            N/A               N/A                 1     Headend    [***]
Rack              72"                        ADC            N/A               N/A                 1     Headend    [***]
Transmitter       50 Watt                    ITS            1750C             6829036-MDS1        1     Headend    [***]
Alarm System      ENTRY/TEMP                 ADT                                                  1     Headend    [***]
UPS               5kva                      TOPAZ           88051             U1362EE00073        1     Headend    [***]
UPS               10kva                     TOPAZ           88101             U1315AC00040        1     Headend    [***]
A/C               5 ton                                                                                 Headend    [***]
Antenna
   (Transmit-
   AML)           6ft. 18GHZ-AML            Andrew                            N/A                 1      TVRO      [***]
Outdoor RF Head
   (transmit)     18.142-18.580GHZ      CHANNEL MASTER                        ?                   1      TVRO      [***]
Modulator         Agile               DX Communications                       D800211             1      TVRO      [***]
Modulator         Agile               DX Communications                       D800238             1      TVRO      [***]
Modulator         Agile               DX Communications                       E800338             1      TVRO      [***]
Modulator         Agile               DX Communications                       0800239             1      TVRO      [***]
Modulator         Agile               DX Communications                       E800374             1      TVRO      [***]
TVRO Sat.
   Receivers                               STANDARD         MT810AA           87U070076           1      TVRO      [***]
TVRO Sat.
   Receivers                               STANDARD         MT 650            49U740388           1      TVRO      [***]
TVRO Sat.
   Receivers                               STANDARD         MT 650            49U740362           1      TVRO      [***]
TVRO Sat.
   Receivers                               STANDARD         MT 650            57U930478           1      TVRO      [***]
TVRO Sat.
   Receivers                               STANDARD         MT 650            4FU730038           1      TVRO      [***]
TVRO Sat.
   Receivers                               STANDARD         MT 650            48U730039          N/A     TVRO      [***]
Broadcast
   controller     2 Channel,
                  8 Device                 Ad-Tech          Liten-ing         N/A                 1      TVRO      [***]
VCR               SVHS                       JVC            SR-S360U          078X0049            1      TVRO      [***]
VCR               SVHS                       JVC            SR-S360U          177X0003            1      TVRO      [***]
VCR               SVHS                       JVC            SR-S365U          8551422             1      TVRO      [***]
VCR               SVHS                       JVC            SR-S365U          8551538             1      TVRO      [***]
VCR               SVHS                       JVC            SR-S365U          8551430             1      TVRO      [***]
VCR               SVHS                       JVC            SR-S365U          8551548             1      TVRO      [***]
VCR               SVHS                       JVC            SR-S365U          8551545             1      TVRO      [***]
TVRO Earth
   Station        3.8M                     Patriot                            N/A                 1      TVRO      [***]
TVRO Earth
   Station        3.8M                     Patriot                            N/A                 1      TVRO      [***]
TVRO Earth
   Station        3.8M                     Patriot                            N/A                 1      TVRO      [***]
TVRO Earth
   Station        3.8M                     Patriot                            N/A                 1      TVRO      [***]
TVRO Earth
   Station        3.8M                     Patriot                            N/A                 1      TVRO      [***]
TVRO Earth
   Station        3.8M                     Patriot                            N/A                 1      TVRO      [***]
TVRO Earth
   Station        3.7M                     Miralife                           N/A                 1      TVRO      [***]
TVRO Earth
   Station        3.7M                     Miralite                           N/A                 1      TVRO      [***]
TVRO Earth
   Station        3.7M                     Mlralite                           N/A                 1      TVRO      [***]
Earth Station
   LNB            LNB                California Amplifier   140105-1          N/A                16      TVRO      [***]
Hardline          200'                                      1/2"              N/A                 1      TVRO      [***]
Hardline          200'                                      1/2"              N/A                 1      TVRO      [***]
Tower             40'                       Rhone           N/A               N/A                 1      TVRO      [***]

UPS               UPS Batteries       Power Works Deltec    101615015-061     BQ454C1078          1      TVRO      [***]
UPS               UPS Batteries       Power Works Deltec    101615015-061     BQ454C1073          1      TVRO      [***]
UPS               UPS                 Power Works Deltec    ET6001-PP         BQ445C0481          1      TVRO      [***]
UPS               UPS Batteries              APC            SU24XLBP          WS9845007694        1      TVRO      [***]
UPS               UPS Batteries              APC            SU24XLBP          WS9845007695        1      TVRO      [***]
UPS               UPS Batteries              APC            SU24XLBP          WS9845007698        1      TVRO      [***]
UPS               UPS Batteries              APC            SU24XLBP          WS9845007697        1      TVRO      [***]
UPS               UPS                        APC            SU1000XLNET       WS9807001017        1      TVRO      [***]
Alarm System      ENTRY                      ADT                                                  1      TVRO      [***]
Generator         40 KWK                   Generac                                                1      TVRO      [***]
A/c               3 ton                 Goodman MFG CO      PC024-1B          9809475424                 TVRO      [***]
Antenna
   (Transmit-
   ITFS)          6ft. 23GHZ               Gabriel                            N/A                 1       BSU      [***]
Indoor baseband
   unit
   (transmit)     23.275GHZ MA23VX           MRC            845270-1          509VXSA555          1       BSU      [***]
Indoor baseband
   unit
   (transmit)     23.475GHZ MA23VX           MRC            845270-2          509VXSA556          1       BSU      [***]
Outdoor RF Head
   (transmit)     23.275GHZ MA23VX           MRC            845379-1          509VXSA555          1       BSU      [***]
Outdoor RF Head
   (transmit)     23.475GHZ MA23VX           MRC            845379-2          509VXSA556          1       BSU      [***]
</TABLE>


[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                     Sub-Type            Manufacturer        Model or Spec      Serial #     Quan.   Facility   Channel
----                 -----------------   --------------------   --------------   ------------   ------   --------   -------
<S>                  <C>                 <C>                    <C>              <C>            <C>      <C>        <C>
Antenna
   (Transmit)        Cardioid-Vertical   Andrew                 HMD16VC          N/A               1     Headend   [***]
Waveguide            300'                                       WE 30            N/A               1     Headend   [***]
Combiner             Magic T             Communication and
                                         Enemy Corp.                                               1
Heliax               12'                                        7/8" Foam        N/A               1     Headend
Heliax               9'                                         7/8" Foam        N/A               1     Headend
Heliax               3'                                         7/8" Foam        N/A               1     Headend   [***]
Combiner                                 Axcer(ITS)             1690             M2781025          1     Headend   [***]
Combiner                                 Axcer(ITS)             1694D            M1992094          1     Headend   [***]
Combiner                                 Axcer(ITS)             1694D            M1994094          1     Headend   [***]
Combiner                                 Axcer(ITS)             1694D            M1996094          1     Headend   [***]
Combiner                                 Axcer(ITS)             1694D            M1989094          1     Headend   [***]
Combiner                                 Axcer(ITS)             1694D            M1991094          1     Headend   [***]
Combiner                                 Axcer(ITS)             1694D            M1993094          1     Headend   [***]
Combiner                                 Axcer(ITS)             1694D            M1995094          1     Headend   [***]
Diplexer                                 Microwave Filter CO.   10759            9409036           1     Headend   [***]
Diplexer                                 Microwave Filter CO.   10759            N/A               1     Headend   [***]
Diplexer                                 Microwave Filter CO.   10759            N/A               1     Headend   [***]
Diplexer                                 Microwave Filter CO.   10759            N/A               1     Headend   [***]
Diplexer                                 Axcera(ITS-ADC)        658E             M0044033          1     Headend   [***]
Diplexer                                 Axcera(ITS-ADC)        658E             M0045033          1     Headend   [***]
Diplexer                                 Axcera(ITS-ADC)        658E             M0047033          1     Headend   [***]
Transmitter                              ITS (AXCERA)           1610E            M0520093          1     Headend   [***]
Transmitter                              ITS (AXCERA)           1610E            M0521093          1     Headend   [***]
Transmitter                              ITS (AXCERA)           1610E            M0522093          1     Headend   [***]
Transmitter                              ITS (AXCERA)           1610E            M0523093          1     Headend   [***]
Transmitter                              ITS (AXCERA)           5524             15248             1     Headend   [***]
Transmitter                              ITS (AXCERA)           5724             15220             1     Headend   [***]
Transmitter                              ITS (AXCERA)           5524             15247             1     Headend   [***]
Transmitter                              Emcee                  DS 20            221DS             1     Headend   [***]
Transmitter                              Emcee                  DS 20            227DS             1     Headend   [***]
Transmitter                              Emcee                  DS 20            225DS             1     Headend   [***]
Transmitter                              Emcee                  DS 20            223DS             1     Headend   [***]
Transmitter                              Emcee                  DS 20            220DS             1     Headend   [***]
Transmitter                              ITS (AXCERA)           1610E            M0033033          1     Headend   [***]
Transmitter                              ITS (AXCERA)           1610E            M0034033          1     Headend   [***]
Transmitter                              Emcee                  DS 20            224DS             1     Headend   [***]
Transmitter                              ITS (AXCERA)           1610             M0003633          1     Headend   [***]
Transmitter                              ITS (AXCERA)           1610E            M0035033          1     Headend   [***]
Transmitter                              ITS (AXCERA)           1710             M1803074          1     Headend   [***]
Transmitter                              ITS (AXCERA)           1610E            5157013           1     Headend   [***]
Transmitter                              ITS (AXCERA)           1750                               1     Headend   [***]
Transmitter                              Emcee                  DS 20            216DS             1     Headend   [***]
Transmitter                              ITS (AXCERA)           657C             1635              1     Headend   [***]
Transmitter                              ITS (AXCERA)           658E             M2087094          1     Headend   [***]
Transmitter                              ITS (AXCERA)           657C             1652              1     Headend   [***]
Transmitter                              ITS (AXCERA)           657C             1655              1     Headend   [***]
Transmitter                              ITS (AXCERA)           658E             M2084094          1     Headend   [***]
Transmitter                              ITS (AXCERA)           658E             M2086094          1     Headend   [***]
Transmitter                              ITS (AXCERA)           658E             M2085094          1     Headend   [***]
IF Modulator         A/V Output          Scientific Atlanta     6340                               1     Headend   [***]
IF Modulator         A/V Output          Scientific Atlanta     6340                               1     Headend   [***]
IF Modulator         A/V Output          Scientific Atlanta     6340                               1     Headend   [***]
IF Modulator         A/V Output          Scientific Atlanta     6340                               1     Headend   [***]
IF Modulator         A/V Output          Scientific Atlanta     6340                               1     Headend   [***]
Power Distribution                       Leithc                 Xplus            0044142           1     Headend
Power Distribution                       EMCEE                  Video Switcher                     1     Headend
Dehydrator                               Andrew                 MT 300           9704MT30490A      1     Headend
Dehydrator                               Andrew                 MH-12            9711MHM425A       1     Headend
Rack                 72"                 Emcore                 N/A              N/A              12     Headend
A/C                  5 Ton               Lennox                 CHA16-651-5P     5697H00949        1     Headend
A/C                  5 Ton               Lennox                 CHA16-651-5P     5697H05406        1     Headend
A/C                  5 Ton               Lennox                 CHA16-651-5P     5697G03802        1     Headend
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                   Sub-Type     Manufacturer   Model or Spec   Serial #   Quan.   Facility   Channel
----                -------------   ------------   -------------   --------   -----   --------   -------
<S>                 <C>             <C>            <C>             <C>        <C>     <C>        <C>
Antenna (Transmit   OMNI            Andrew           HMD12HO-W0    11577        1     Headend    [***]
Waveguide                           Andrew            LDF5-50A                 150'   Headend    [***]
Combiner            Filterplexer    MFC               11754S-G                  1     Headend    [***]
Transmitter                         Comwave            SB050B      11505        1     Headend    [***]
Transmitter                         Comwave            SB050B      11509        1     Headend    [***]
Transmitter                         Comwave            SB050B      11514        1     Headend    [***]
Transmitter                         Comwave            SB050B      11520        1     Headend    [***]
Upconverter         Digital Agile   Thomcast          47266213     14163        1     Headend    [***]
Local Oscilator     Digital Agile   Thomcast          4726617      14163        1     Headend    [***]
Power Supply        Digital Agile   Thomcast          4726613      14163        1     Headend    [***]
Amplifier           Digital Agile   Thomcast          47266181     14163        1     Headend    [***]
Amplifier           Digital Agile   Thomcast          47266181     14163        1     Headend    [***]
modulator                           Comwave           TVM-102      11519        1     Headend    [***]
modulator                           Comwave           TVM-102      11505        1     Headend    [***]
modulator                           Comwave           TVM-102      11509        1     Headend    [***]
modulator                           Comwave           TVM-102      11520        1     Headend    [***]
Satelite Receiver                   Dish Network     CDSR-6198     42930        1     Headend    [***]
Satelite Receiver                   Dish Network     CDSR-6198     26447        1     Headend    [***]
Satelite Receiver                   Dish Network     CDSR-6198     42936        1     Headend    [***]
Satelite Receiver                   Dish Network     CDSR-6198     45127        1     Headend    [***]
Satelite Receiver                   Dish Network     CDSR-6198     37234        1     Headend    [***]
Reference Drawer                    Comwave             2126       14922        1     Headend    [***]
Rack                                ITS                 72"                     1     Headend    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                          Sub-Type                Manufacturer        Model or Spec      Serial #     Quan.   Facility   Channel
----                 --------------------------   --------------------   --------------   -------------   -----   --------   -------
<S>                  <C>                          <C>                    <C>              <C>             <C>     <C>        <C>
Antenna Transmit     Omni                         Andrew                 HMD-12HO         N/A                 2   Headend
Wavequide            190'                         ANDREW                 EW-20            N/A                 1   Headend
Connectors           EW-20 Connector              Andrew                 120R-3           N/A                 4   Headend
Waveguide            187'                         ANDREW                 EW-20            N/A                 1   Headend
Transition Jumpers   10'                          ANDREW                 7/8" Air         N/A                 1   Headend
Transition Jumpers   10'                          ANDREW                 7/8" Air         N/A                 1   Headend
Transition Jumpers   4'                           ANDREW                 1/2" Foam        N/A                 1   Headend    [***]
Transition Jumpers   4'                           ANDREW                 1/2" Foam        N/A                 1   Headend    [***]
Combiner             A-Gtoup                      MFC                    9004             N/A                 1   Headend    [***]
Combiner             B-Gtoup                      MFC                    9004             N/A                 1   Headend    [***]
Combiner             C-Gtoup                      MFC                    9004             N/A                 1   Headend    [***]
Combiner             D-Gtoup                      MFC                    9004             N/A                 1   Headend    [***]
Combiner             E-Gtoup                      MFC                    9004             N/A                 1   Headend    [***]
Combiner             F-Gtoup                      MFC                    9004             N/A                 1   Headend    [***]
Combiner             G-Gtoup                      MFC                    9004             N/A                 1   Headend    [***]
Combiner             H-Gtoup                      MFC                    9004             N/A                 1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           8556                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           8557                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           4751                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           4752                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           4753                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           4754                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           8558                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           8559                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           3716                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           3715                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           4759                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           4760                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           4761                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           4762                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50A           2250                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50A           2251                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50A           2252                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50A           2253                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50A           2254                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50A           2255                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50A           2256                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50A           2257                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           4729                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           4730                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           3712                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           3712                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           2258                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           2259                1   Headend    [***]
Upconverter                                       COMWAVE                SB-50A           2250                1   Headend    [***]
Upconverter                                       COMWAVE                SB-50A           2251                1   Headend    [***]
Upconverter                                       COMWAVE                SB-50A           2252                1   Headend    [***]
Upconverter                                       COMWAVE                SB-50A           2253                1   Headend    [***]
Upconverter                                       COMWAVE                SB-50A           2254                1   Headend    [***]
Upconverter                                       COMWAVE                SB-50A           2255                1   Headend    [***]
Upconverter                                       COMWAVE                SB-50A           2256                1   Headend    [***]
Upconverter                                       COMWAVE                SB-50A           2257                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           8554                1   Headend    [***]
Transmitter          50W                          COMWAVE                SB-50B           8555                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          8554                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          8555                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          8556                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          8557                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          4751                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          4752                1   Headend    [***]
Modulator            IF                           Comwava                TVM-102          4747                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          4754                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          4753                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          11045               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          3723                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          12768               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          4759                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          4760                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          4761                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          4762                1   Headend    [***]
Modulator            IF                           Catel                  CTM-20           2250                1   Headend    [***]
Modulator            IF                           Catel                  CTM-20           2251                1   Headend    [***]
Modulator            IF                           Catel                  CTM-20           2252                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          No#                 1   Headend    [***]
Modulator            IF                           Catel                  CTM-20           2254                1   Headend    [***]
Modulator            IF                           Catel                  CTM-20           2255                1   Headend    [***]
Modulator            IF                           Catel                  CTM-20           2256                1   Headend    [***]
Modulator            IF                           Catel                  CTM-20           2257                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          4748                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          4730                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          8021                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          8565                1   Headend    [***]
Modulator            IF                           Catel                  CTM-20           2258                1   Headend    [***]
Modulator            IF                           Catel                  CTM-20           2259                1   Headend    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                          Sub-Type                Manufacturer        Model or Spec      Serial #     Quan.   Facility   Channel
----                 --------------------------   --------------------   --------------   -------------   -----   --------   -------
<S>                  <C>                          <C>                    <C>              <C>             <C>     <C>        <C>
Enclosures/Drawers                                GI                     HVP III          D5H0001926343       1   headend
Enclosures/Drawers                                GI                     HVP III          215420003           1   headend
Enclosures/Drawers                                GI                     HVP III          DSH0001085343       1   headend
Enclosures/Drawers                                GI                     HVP III          4590001             1   headend
Video Card                                        GI                                                         24   headend
Channel Card                                      GI                                                         24   headend
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     Uniden                                                      1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     GI                                                          1   Headend    [***]
Sat Receivers                                     GI                                                          1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     Uniden                                                      1   Headend    [***]
Sat Receivers                                     Motorola                                                    1   Headend    [***]
Sat Receivers                                     STANDARD                                                    1   Headend    [***]
Sat Receivers                                     SciAtl                                                      1   Headend    [***]
Sat Dish             3.2 meters                   Macom                                                       1   Headend    [***]
Sal Dish             3.2 meters                   Macom                                                       1   Headend    [***]
Sat Dish             3.2 meters                   Macom                                                       1   Headend    [***]
Sat Dish             3.7 meters                   Patroit                                                     1   Headend    [***]
Sat Dish             3.7 meters                   Patroit                                                     1   Headend    [***]
Sat Dish             2 meters                     Winguard                                                    1   Headend    [***]
Waveguide            150'                         ANDREW                 EW-85            N/A                 1   Headend    [***]
Dehydrator                                        Andrew                 Dryline MT-300   N/A                 1   headend    [***]
STL Receiver         6565-6645Mhz                 California Microwave   MFR 63661        32665               1   Headend
Controller                                        Compaq                 Proliant 800     3CDHA01135X         1   headend
EAS                                               Monroe                 WIP925S                              1   headend
EAS                                               Monroe                 R177M                                4   headend
EAS                                               Monroe                 9509-15577                           1   headend
Rack                 82"                          N/A                    N/A              N/A                 5   Headend
Rack                 76"                          EMCEE                  N/A              N/A                 6   Headend    [***]
Monitoring Device                                 DPS                    Alpha Max 82A                        1   Headend    [***]
A/C                  5 Ton Indoor Out door unit   Gibson                 GS3BA-060KA      GS3000550257        1   Headend    [***]
A/C                  2 Ton window type 220 volt   Carrier                                                     2   Headend    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                          Sub-Type                Manufacturer        Model or Spec      Serial #     Quan.   Facility   Channel
----                 --------------------------   --------------------   --------------   -------------   -----   --------   -------
<S>                  <C>                          <C>                    <C>              <C>             <C>     <C>        <C>
Antenna              Omni                         Andrews                HMD12VO          N/A                 1   Headend    [***]
Antenna              140Deg                       Bogner                 140/8-VO         N/A                 1   Headend    [***]
Hardline             160'                         ANDREW                 1 5/8"           N/A                 1   Headend    [***]
Hardline             160'                         ANDREW                 7/8"             N/A                 1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-1750                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-1750                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-1750                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-1750                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-1750                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-1750                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-1750                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-1750                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-1615                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-1615                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-1615                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-1615                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5724                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5724                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5724                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5724                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5724                             1   Headend    [***]
Transmitter          50watts                      ITS (AXCERA)           ADC-5524                             1   Headend    [***]
controller           data encoder tray            Pacmono                data encoder     56983               1   Headend    [***]
drawer               encoder card trays           Pacmono                encoder card
                                                                         tray             56983               5   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D12004411           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15024722           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   4500             839670026416        1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D12003599           1   Headend    [***]
TVRO Sat. Rec        IRD                          S.A.                   9225             314611087093        1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15030625           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D12002294           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15023460           1   Headend    [***]
Dernod               IRD                          BLOND.                 BLDEMOD524       9665                1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15030616           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.l.                   1500             D45023723           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15035696           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15024723           1   Headend    [***]
TVRO Sat. Rec        IRD                          S.A.                   4500             839670026410        1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15023611           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   4500             812760044234        1   Headend    [***]
TVRO Sat. Rec        IRD                          S.A.                   9225             65253               1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D150027447          1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D45023752           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   4500             820790003886        1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D12003909           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15032258           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15026961           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D12003741           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15030234           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D12003254           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15025515           1   Headend    [***]
TVRO Sat. Rec        IRD                          WEG                    MPEG2            51292               1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15034842           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D12003468           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15030235           1   Headend    [***]
TVRO Sat. Rec        IRD                          G.I.                   1500             D15025792           1   Headend    [***]
Generator            80kW                         Generac                Gen 80kW         None                1   Headend    [***]
UPS                  50kW                         Powerware              PowerwarePLus
                                                                         5                None                1   Headend    [***]
A/C                  10                           Bard                   10 ton x 2       None                2   Headend    [***]
Racks                72"                          unknow                 21" wide         N/A                18   Headend    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                 Sub-Type     Manufacturer    Model or Spec    Serial #   Quan.   Controllar   Facility   Channel
----                 --------   ---------------   -------------   ---------   -----   ----------   --------   -------
<S>                  <C>        <C>               <C>             <C>         <C>     <C>          <C>        <C>
Transmit             Cardioid   Andrews           HMD12HO         N/A             1   N/A          Headend    [***]
Transmit             Cardioid   Andrews           HMD12VO         N/A             1   N/A          Headend    [***]
Hardline             40'        ANDREW            1 5/8"          N/A             2   N/A          Headend    [***]
Combiner             A          Axcera(ITS-ADC)   ITS-685E        N/A             1   N/A          Headend    [***]
Combiner             D          Axcera(ITS-ADC)   ITS-685E        N/A             1   N/A          Headend    [***]
Combiner             G          Axcera(ITS-ADC)   ITS-685E        N/A             1   N/A          Headend    [***]
Transmitter          50watts    ITS (AXCERA)      ADC-5724        213559789       1   N/A          Headend    [***]
Transmitter          50watts    ITS (AXCERA)      ADC-5724        213559790       1   N/A          Headend    [***]
Transmitter          50watts    ITS (AXCERA)      ADC-5724        213559791       1   N/A          Headend    [***]
Transmitter          50watts    ITS (AXCERA)      ADC-5724        213559792       1   N/A          Headend    [***]
Transmitter          50watts    ITS (AXCERA)      ADC-5724        213559793       1   N/A          Headend    [***]
Transmitter          50watts    ITS (AXCERA)      ADC-5724        213559794       1   N/A          Headend    [***]
Transmitter          50watts    ITS (AXCERA)      ADC-5724        213559795       1   N/A          Headend    [***]
Transmitter          50watts    ITS (AXCERA)      ADC-5724        213559796       1   N/A          Headend    [***]
Transmitter          50watts    ITS (AXCERA)      ADC-5724        213559797       1   N/A          Headend    [***]
Transmitter          50watts    ITS (AXCERA)      ADC-5724        213559798       1   N/A          Headend    [***]
Transmitter          50watts    ITS (AXCERA)      ADC-5724        213559799       1   N/A          Headend    [***]
Transmitter          50watts    ITS (AXCERA)      ADC-5724        213559800       1   N/A          Headend    [***]
Direct tv            0.5        Direct tv         N/A             N/A             1   N/A          Headend    [***]
Direct tv            0.5        Direct tv         N/A             N/A             1   N/A          Headend    [***]
Direct tv            0.5        Direct tv         N/A             N/A             1   N/A          Headend    [***]
Racks                72"        unknow            21" wide        N/A             4   N/A          Headend    [***]
A/C                  1          Window Units      Site owned      unknown         1   N/A          Headend    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                          Sub-Type                Manufacturer        Model or Spec      Serial #     Quan.   Facility   Channel
----                 --------------------------   --------------------   --------------   -------------   -----   --------   -------
<S>                  <C>                          <C>                    <C>              <C>             <C>     <C>        <C>
Antenna Transmit     Horizontal-Omni              Andrew                 HMD-12HO/W0.5    N/A                 1   Headend
Waveguide            290'                         ANDREW                 7/8" Air         N/A                 1   Headend
Transition Jumper    20'                          ANDREW                 7/8" Air         N/A                 1   Headend
Transition Jumper    12'                          ANDREW                 7/8" Air         N/A                 1   Headend
Connectors           Tansition EW20 to 7/8"       Andrew                 Transition
                                                                         EW20 to 7/8"                         2   Headend
Connectors           E 7/8" EIA                   Andrew                 E 7/8" EIA                           4   Headend
Combiner             A-group combiner             MFC                    11754            N/A                 1   Headend    [***]
Combiner             B-group combiner             MFC                    11754            N/A                 1   Headend    [***]
Combiner             C-group combiner             MFC                    11754            N/A                 1   Headend    [***]
Combiner             D-group combiner             MFC                    11754            N/A                 1   Headend    [***]
Combiner             F-group combiner             MFC                    11754            N/A                 1   Headend    [***]
Combiner             G-group combiner             MFC                    11754            N/A                 1   Headend    [***]
Combiner             COMBINER MAJIC T             MFC                                     N/A                 1   Headend    [***]
Combiner             H-group combiner             MWF                    11754SA-H        N/A                 1   Headend    [***]
Transmitter          25W                          Comwave                Sb025A                               1   Headend    [***]
Transmitter          10W                          Comwave                SB010A                               1   Headend    [***]
Transmitter          25W                          Comwave                SB025A                               1   Headend    [***]
Transmitter          25W                          Comwave                SB025A                               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15138               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15139               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15140               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15141               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15132               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15145               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15146               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15147               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15133               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15148               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15149               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15150               1   Headend    [***]
Transmitter          50W                          Comwave                SB050-MRC                            1   Headend    [***]
Transmitter          50W                          Comwave                SB050-MRC                            1   Headend    [***]
Transmitter          50W                          Comwave                SB050-MRC                            1   Headend    [***]
Transmitter          50W                          Comwave                SB050-MRC                            1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15134               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15135               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15136               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           15137               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           10226               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           10227               1   Headend    [***]
Transmitter          50W                          Comwave                SB050D           10228               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          n/a                 1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          4743                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          3712                1   Headend    [***]
Modulator            IF                           SA                     9650             895031b             1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15138               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15139               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15140               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15141               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15132               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15145               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15146               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15147               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15133               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15148               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15149               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15150               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          6001                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          4737                1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          n/a                 1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          n/a                 1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15134               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15135               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15136               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          15137               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          10226               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          10227               1   Headend    [***]
Modulator            IF                           Comwave                TVM-102          10228               1   Headend    [***]
A/V Distribution A   16 Output                    Videotronics           VDA-500                              1   Headend
A/V Distribution A   4 Output                     Tandy Corp             VDA                                  4   Headend
Sat Receiver                                      EchoStar                                S001373206373       1   Headend    [***]
Sat Receiver                                      EchoStar                                S001373222941       1   Headend    [***]
Sat Receiver                                      EchoStar                                S001373206878       1   Headend    [***]
Sat Receiver                                      EchoStar                                S001373206474       1   Headend    [***]
Sat Receiver                                      EchoStar                                S000740964861       1   Headend    [***]
Sat Receiver                                      EchoStar                                S000835535976       1   Headend    [***]
Sat Receiver                                      EchoStar                                S001373206070       1   Headend    [***]
Sat Receiver                                      EchoStar                                S001373206272       1   Headend    [***]
Sat Dich             36"                          Dish Network           Dual Feed                            1   Headend    [***]
Dehydrator                                        Andrew                 MT-300           9801mt30143a        1   Headend
reference tray       10MHz                        Comwave                                 15142               1   Headend    [***]
montoring Device     Alpha Max                    DPS                    Alpha Max 82A                        1   Headend
A/C                  3 Ton                                                                                    2   Headend
Rack                                              N/A                    N/A              WA                      Headend
Headend Television                                Sony                   Trinitron        8024956             1   Headend
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                      Sub-Type            Manufacturer       Model or Spec      Serial #     Quan.   Facility   Channel
----                 ------------------   --------------------   -------------   -------------   -----   --------   -------
<S>                  <C>                  <C>                    <C>             <C>             <C>     <C>        <C>       <C>
Antenna (Transmit)   Cardloid -Vertical   Andrew                 HMD12VC         N/A               1     Headend    Active
Antenna (Transmit)   Cardloid -Vertical   Andrew                 HMD12VC         N/A               1     Headend    Active
Antenna (Transmit)   Cardloid -Vertical   Andrew                 HMD12VC         N/A               1     Headend    Active
Antenna (Transmit)   Cardloid -Vertical   Andrew                 HMD12VC         N/A               1     Headend    Active
Waveguide                                 Andrew                 HJ7-50A         N/A               1     Headend    Active
Waveguide                                 Andrew                 HJ7-50A         N/A               1     Headend    Active
Waveguide                                 Andrew                 HJ7-50A         N/A               1     Headend    Active
Waveguide                                 Andrew                 HJ7-50A         N/A               1     Headend    Active
Heliax               8"                   Andrew                 7/8" Foam       N/A               1     Headend    Active
Heliax               10'                  Andrew                 7/8" Foam       N/A               1     Headend    Active
Heliax               10"                  Andrew                 7/8" Foam       N/A               1     Headend    Active
Heliax               3"                   Andrew                 7/8" Foam       N/A               1     Headend    Active
Combiner                                  Microwave Filter Co.   9004S           N/A               1     Headend    Active    [***]
Combiner                                  Microwave Filter Co.   9004S           N/A               1     Headend    Active    [***]
Combiner                                  Microwave Filter Co.   9004S           N/A               1     Headend    Active    [***]
Combiner                                  Axcer(ITS)             1694D           7673046           1     Headend    Active    [***]
Combiner                                  Axcer(ITS)             1694D           4315032           1     Headend    Active    [***]
Combiner                                  Axcer(ITS)             1694D           4316032           1     Headend    Active    [***]
Combiner                                  Axcer(ITS)             1694D           7674046           1     Headend    Active    [***]
Combiner                                  Axcer(ITS)             1893D           4317032           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        585             6258095           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)                        15287             1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685             3348041           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685             3349041           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685             3350041           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685             3351041           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            4095012           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            4096012           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            4097012           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            4237012           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685             3362041           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685D            3085011           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685D            3086011           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685D            3087011           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            7679046           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            7680046           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            7581046           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            7682046           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            4304032           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            4305032           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            4306032           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            4307032           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            4308032           1     Headend    Active    [***]
Diplaxer                                  Axcera(ITS-ADC)        685E            4309032           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            4310032           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            4311032           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            M0051033          1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            M0052033          1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            M0053033          1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            M0054033          1     Headend    Active    [***]
Diplexer                                  Axcera(ITS-ADC)        685E            4312032           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS)            685E            4313032           1     Headend    Active    [***]
Diplexer                                  Axcera(ITS)            685E            4314032           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1720C           6259095           1     Headend    Active    [***]
Transmitter          50W                  Axcera(ITS)            5524            15283             1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           3330041           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           3331041           1     Headend    Active    [***]
Transmitter          2OW                  Axcera(ITS)            1610E           3332041           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           3333041           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            161OE           4089012           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           4090012           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           4091012           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           4236012           1     Headend    Active    [***]
Transmftter          20W                  Axcera(ITS)            1610E           3361041           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610D           3085011           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610D           3086011           1     Headend    Active    [***]
Transmttter          20W                  Axcera(ITS)            1610D           3087011           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           5160013           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           5161013           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           5162013           1     Headend    Active    [***]
Transmitter          2OW                  Axcera(ITS)            1610E           5163013           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           4293032           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           4294032           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           4295032           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           4296032           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           4297032           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           4298032           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           4299032           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           4300032           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           M0040033          1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           M0041033          1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           M0042033          1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           M0043033          1     Headend    Active    [***]
Transmittor          20W                  Axcera(ITS)            1610E           4301032           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           4302032           1     Headend    Active    [***]
Transmitter          20W                  Axcera(ITS)            1610E           4303032           1     Headend    Active    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                      Sub-Type            Manufacturer       Model or Spec      Serial #     Quan.   Facility   Channel
----                 ------------------   --------------------   -------------   -------------   -----   --------   -------
<S>                  <C>                  <C>                    <C>             <C>             <C>     <C>        <C>       <C>
Downstream Router                         Hybrid                 CMD 2000        G-3206000004      1     Headend    Active
EAS                  Encoder              SAM                    MIP 921e        2378              1     Headend    Active
EAS                  Printer              NCI                    122X            D51422275         1     Headend    Active
EAS                  Master Switch        Monroe                 R177M                             4     Headend    Active
A/V Switcher                              Leightronix            Pro 8           P80518            1     Headend    Active
TVRO Sat. Recivers                        Standard               MT 650                            1     Headend    Active    [***]
TVRO Sat. Recivers                        Standard               MT 650                            1     Headend    Active    [***]
Radio
(point-to-point
TX/RX)               12.9125 GHz          Microwave Radio        905464-013      705FLR12R4819     1     Headend    Active
Radio
(point-to-point
TX/RX)               12.9125 GHz          Microwave Radio        905900-013      7O5FLR12R4818     1     Headend    Active
Radio
(point-to-point
TX/RX)               22.025GHz            Microwave Radio        8451722-2       706CXSA222        1     Headend    Active
IRD                                       Standard               Agile IRD II    59U960732         1     Headend    Backup
IRD                                       Standard               Agile IRD II    57U920290         1     Headend    Backup
IRD                                       Blonder Tongue         IRD 2001        34U410184         1     Headend    Spare
LNB                  4O deqree            Cal Amp                CS42157-Pro     98907             1     Headend    Spare
LNB                  45 degree            Cal Amp                CS42157-SLHMT                     1     Headend    Spare
LNB                  20 degree            Cal Amp                140194-1                          2     Headend    Backup
LNB                  20k                  Cal Amp                140194-1                          8     Headend    Active
LNB                  25k                  Cal Amp                140105                            8     Headend    Active
TVRO Earth Station   3.7 m                N/A                    N/A             N/A               1                spare
TVRO Earth Station                        Comtech                                                  1     Headend    Active
TVRO Earth Station                        Comtech                                                  1     Headend    Active
TVRO Earth Station   Multi-feed           Comtech                                                  1     Headend    Active
TVRO Earth Station                        Patriot                                                  1     Headend    Active
TVRO Earth Station                        Patriot                                                  1     Headend    Active
TVRO Earth Station                        Wienguard                                                1     Headend    Active
Antenna (STL)        6'                   Andrew                                 N/A               1     Headend    Active    [***]
Rack                 72"                  N/A                    N/A             N/A               11    Headend    Active
Generator            75kW                 Kohler                 100RZ           367201            1     Headend    Active
Transfer Switch                           Kohler                 K164231-400     K61838            1     Headend    Active
A/C                  5 Ton                BDP                    588ANW060100    1795G80949        1     Headend    Active
A/C                  5 Ton                BDP                    588DJX060000    2995G20989        1     Headend    Active
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                      Sub-Type            Manufacturer       Model or Spec        Serial #       Quan.      Facility     Channel
----                 ------------------   -------------------   ---------------   ----------------   -----   -------------   -------
<S>                  <C>                  <C>                   <C>               <C>                <C>     <C>             <C>
Antenna (Transmit)   DIRECTIONAL          Andrew                HMD12VP-W125      N/A                    1   Headend          N/A
Antenna (Transmit)   OMNI                 Andrew                                                             Headend
Antenna (Transmit)   DIRECTIONAL          Andrew                HMD12VP-W125      N/A                    1   Headend
Waveguide                                 Andrew                EW-20                                  200   Headend
Combiner             Filterplexer         ITS/Axcera            676D ADJACENT                            8   Headend          [***]
Transmitter                               ITS/Axcera            1750C             14964                      Headend          [***]
Transmitter                               ITS/Axcera            1750C             14965                      Headend          [***]
Transmitter                               ITS/Axcera            1750C             14966                  1   Headend          [***]
Transmitter                               ITS/Axcera            1750C             14969                  1   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1436054               1   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1437054               1   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1438054               1   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1439054               1   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1440054               1   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1441054               1   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1442054               1   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1443054               1   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1444054                   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1445054                   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1446054                   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1447054                   Headend          [***]
Transmitter                               ITS/Axcera            1750C             14968                  1   Headend          [***]
Transmitter                               ITS/Axcera            1750C             14967                  1   Headend          [***]
Transmitter                               ITS/Axcera            1750C             14970                  1   Headend          [***]
Transmitter                               ITS/Axcera            1750C             14971                  1   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1195034               1   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1196034               1   Headend          [***]
Transmitter                               ITS/Axcera            1750              M1197034               1   Headend          [***]
Scrambling                                GI/Tocom              HVP                                      4   Headend          [***]
STL                                       MRC                   905900                                   1   Headend          [***]
STL                                       MRC                   905900                                   1   Headend          [***]
STL                                       MRC                   905900                                   1   Headend          [***]
STL                                       MRC                   905900                                   1   Headend          [***]
Modulator                                 Standard              MOD                                      1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR657                           1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
STL                                       MRC                   905900                                   1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend          [***]
Satellite Dish                            Maralite              3.7                                      4   Headend          [***]
Satellite Dish                                                                                               Headend          [***]
Satellite Dish                                                                                               Headend          [***]
Satellite Dish                                                                                               Headend          [***]
Stero Generator                           Learning              MTS-2C                                   8   Headend
Baseband Switch                           EAS                   R177M                                    4   Headend          [***]
Generator                                 Kohler 150ROZJ                                                 1   Headend          [***]
AC                                        BARD 5 TON Wall       Lessor supplied                          2   Headend
STL Dishes                                Andrew                8'                                       3   Headend
MMDS RX Dish                              Andrew 2.5-2.68       8'                                       1   Headend
Video Switcher                            Monroe                MP-8                                     1   Headend
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                      Sub-Type            Manufacturer       Model or Spec        Serial #       Quan.      Facility     Channel
----                 ------------------   -------------------   ---------------   ----------------   -----   -------------   -------
<S>                  <C>                  <C>                   <C>               <C>                <C>     <C>             <C>
Antenna (Transmit)   OMNI                 Andrew                HMD 16HO          N/A                    2   Headend          N/A
Waveguide                                 Andrew                EW-130                                110'   Headend
Waveguide                                 Andrew                EW-20                                 225'   Headend
Waveguide                                 Andrew                EW-20                                 225'   Headend
Combiner             Filterplexer         MFC                   9004S                                    5   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           838                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           839                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           840                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           841                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           1317                   1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           1318                   1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           1319                   1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           1320                   1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           842                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           843                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           844                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           845                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           850                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           851                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           852                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           853                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           854                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           855                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           856                    1   Headend          [***]
Transmitter                               EMCEE                 TTS10HS           857                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           838                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           839                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           840                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           841                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           1317                   1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           1318                   1   Headend          [***]
Amplifier                                 EMCEE                 TSASOHS           1319                   1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           1320                   1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           842                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           843                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           844                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           845                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           850                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           851                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           852                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           853                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           854                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           855                    1   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           856                    i   Headend          [***]
Amplifier                                 EMCEE                 TSA50HS           857                    1   Headend          [***]
Upconverter                               Comwave                                 1751                   1   Headend          [***]
Amplifier                                 Comwave               S Band            1751                   1   Headend          [***]
Driver                                    Comwave               SDA 2500          11974                  1   Headend          [***]
Amplifier                                 Comwave               SD 2500           11974                  1   Headend          [***]
Scrambling                                GI/Tocom              HVP                                      3   Headend          [***]
Satelite Receiver                         GI                    DSR4500                                  1   Headend
Satelite Receiver                         SA                    POWERVU                                  1   Headend
Satelite Receiver                         GI                    DSR4500                                  1   Headend
Satelite Receiver                         SA                    POWERVU                                  1   Headend
Satelite Receiver                         Standard              AGILE                                    1   Headend
Satelite Receiver                         Standard              STANDARD                                 1   Headend
Satelite Receiver                         Standard              STANDARD                                 1   Headend
Satelite Receiver                         Standard              STANDARD                                 1   Headend
Satelite Receiver                         Standard              STANDARD                                 1   Headend
Satelite Receiver                         Standard              STANDARD                                 1   Headend
Satelite Receiver                         SA                    POWERVU                                  1   Headend
Satelite Receiver                         GI                    DSR4500                                  1   Headend
Satelite Receiver                         GI                    DSR 4400X                                1   Headend
Satelite Receiver                         Standard              STANDARD                                 1   Headend
Satelite Receiver                         Standard              STANDARD                                     Headend
Satelite Receiver                         Standard              STANDARD                                 1   Headend
Satelite Receiver                         Standard              STANDARD                                 1   Headend
Satelite Receiver                         Standard              STANDARD                                 1   Headend
Satelite Receiver                         Standard              STANDARD                                     Headend
Satelite Receiver                         Standard              STANDARD                                 1   Headend
Satelite Receiver                         Standard              STANDARD                                 1   Headend
Satelite Receiver                         Standard              STANDARD                                 1   Headend
modulator                                 Bindr long            agll                                     1   Headend
modulator                                 SA                    6340                                    21   Headend
modulator                                 Comwave               TVM 102                                  2   Headend
Satelite Receiver                         Learning              sap gen                                  1   Headend
Tuner                                     Monroe                3000                                     1   Headend
Receiver                                  Monroe                Cut tone                                 1   Headend
Relay                                     Monroe                Aud/Vis                                  1   Headend
Receiver                                  MRC                   Ma-12x                                   2   Headend
Satellite Dish                            Comtech               Simuisat                                 1   Headend          [***]
UHF Antenna          Local                Scala                 Ch 27                                    1   Headend
Generator                                 Kohler                100R262                                  1   Headend
AC                                        Sun                   42000 BTU                                3   Headend
Tower                                     Rohn                  SSV               200'                   1   Headend
Building                                  Rohn                  EST 1084          96 12' x               1   Headend
Propane Tank                              Trinity               109624            190 Gal.               1   Headend
TV                                        Sony                  19"                                      1   Headend
Surge Suppresso                           DataSystem            P24XAA                                   1   Headend
Transfer Switch                           Kohler                                                         1   Headend
Rack                                      EMCEE                 72"                                      9   Headend
Compessor                                 Andrew                MT 3000                                  1   Headend
LoopCouplar                               MFC                   9085              OdB Dw                 1   Headend
Site Lock                                 EMCEE                 SLR 33                                   1   Headend
Transmitter                               EMCEE                 TTS20             408                    1   Headend          [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                      Sub-Type            Manufacturer       Model or Spec        Serial #       Quan.      Facility     Channel
----                 ------------------   -------------------   ---------------   ----------------   -----   -------------   -------
<S>                  <C>                  <C>                   <C>               <C>                <C>     <C>             <C>
Antenna (Transmit)   DIRECTIONAL          Andrew                HMD32VC           N/A                    1   Headend          [***]
Antenna (Transmit)   OMNI                 Andrew                HMD12V0-W         N/A                    1   Headend
Antenna (Transmit)   DIRECTIONAL          Andrew                HMD16VC-Q                                1   Headend
Waveguide                                 Andrew                EW-20                                  170   Headend
Combiner             Filterplexer         ITS/Axcera            676D ADJACENT                            7                    [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1615E                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1615E                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1615E                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1615E                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1615E                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1615E                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1615E                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1615E                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Transmitter                               ITS/Axcera            1750C                                    1   Headend          [***]
Scrambling                                GI/Tocom              HVP                                      4   Headend          [***]
Satelite Receiver                         Drake                 DRAKE 1240                               1   Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Satelite Receiver                         Blonder Tounge        BLND TNG 6175                            1   Headend          [***]
Satelite Receiver                         GI                    DSR4400                                  1   Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Satelite Receiver                         SA                    SA PWR VW                                1   Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Satelite Receiver                         Drake                 DRAKE 1240                               1   Headend          [***]
Demodulator                                                     DMD 141A                                 1   Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Satelite Receiver                         sa                    SA PWR VW                                1   Headend          [***]
Satelite Receiver                         GI                    DSR4400X                                 1   Headend          [***]
Demodulator                                                     DM141A                                   1   Headend          [***]
Satelite Receiver                                                                                            Headend          [***]
Demodulator                                                     DM141A                                   1   Headend          [***]
Satelite Receiver                         GI                    DSR 4200V                                1   Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Satelite Receiver                                                                                            Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Demodulator                                                     DM141A                                   1   Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Satelite Receiver                         Standard              STANDARD                                 1   Headend          [***]
Satellite Dish                            PATRIOT               3.7                                      1   Headend          [***]
Satellite Dish                            SAM I                 2.5                                      1   Headend          [***]
Satellite Dish                            COMTECH               3                                        1   Headend          [***]
Satellite Dish                            COMTECH               3                                        1   Headend          [***]
Satellite Dish                            COMTECH               3                                        1   Headend          [***]
Satellite Dish                            SCI-ATL               3                                        1   Headend          [***]
UHF Antenna          Local                Scala                 CH 30                                    1   Headend
Generator                                 KATOLIGHT             12TC2A                                   1   Headend
AC                                        Timberline            42000 BTU                                3   Headend
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                      Sub-Type            Manufacturer       Model or Spec        Serial #       Quan.      Facility     Channel
----                 ------------------   -------------------   ---------------   ----------------   -----   -------------   -------
<S>                  <C>                  <C>                   <C>               <C>                <C>     <C>             <C>
Antenna (Transmit)   Directional/ver      Bogner                B16SH-V                                  1   Headend          [***]
Antenna (Transmit)   Directional/ver      Bogner                B16SD-V                                  1   Headend
Waveguide                                 Andrew                LDF6-50                               300'   Headend
Combiner             Filterplexer                                                                        1   Headend
Notch Filter                              Thales                                                         3   Headend          [***]
Transmitter          Agile                Thales                SBCA-50C                                 2   Headend          [***]
Transmitter                               Thales                SDA 1500                                 1   Headend          [***]
Modulator                                 Thales                IRT 1000                                 1   Headend
Reference Drawer                          Thales                2126                                     2   Headend          [***]
Rack                                      ITS                   72"                                      1   Headend
Programmer                                Thales                4ch                                      2   Headend          [***]
Receiver                                  Blndr Tongue          CDSR-6198                                2   Headend
LNA                                       Blndr Tongue          DTV32                                    1   Headend
Dish                 receive              Blndr Tongue          DS2078                                   1   Headend
Switcher             2x4                  Blndr Tongue          DTV3x4                                   1   Headend
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type          Sub-Type   Manufacturer    Model or Spec            Serial #           Quan.         Facility   Channel
----          --------   -------------   -------------   -------------------------   -----         --------   -------
<S>           <C>        <C>             <C>             <C>                         <C>     <C>   <C>        <C>
Tower         40'        Rohn            N/A             N/A                           1     N/A   Headend    [***]
Transmit
antenna       14.5DB
              gain       Andrew          HMD8VC-W05      N/A                           2     N/A   Headend
Combiner      A-group
              combiner   ComWave         9004S-A                                       1     N/A   Headend
Combiner      D-group
              combiner   ComWave         9004S-D                                       1     N/A   Headend
Combiner      E-group
              combiner   ComWave         9004S-E                                       1     N/A   Headend
Combiner      F-group
              combiner   ComWave         9004S-F                                       1     N/A   Headend
Combiner      G-group
              combiner   ComWave         9004S-G                                       1     N/A   Headend
Combiner      H-group
              combiner   ComWave         9004S-H                                       1     N/A   Headend
Diplexer      G2 A/V
              combiner   Microwave       10759-G2                                      1     N/A   Headend
Diplexer      G3 A/V
              combiner   Microwave       10759-G3                                      1     N/A   Headend
Diplexer      G4 A/V
              combiner   Microwave       10759-G4                                      1     N/A   Headend
Transmitter
/Agile        10 Watt    COMWAVE         SBSA-10         S4655                         1     N/A   Headend    [***]
Upconverter   10 Watt    COMWAVE         SB010MRC        S1049                         1     N/A   Headend    [***]
Amplifier     10 Watt    COMWAVE         SB010MRC        S1049                         1     N/A   Headend    [***]
Upconverter   10 Watt    COMWAVE         SB010MRC        S1050                         1     N/A   Headend    [***]
Amplifier     10 Watt    COMWAVE         SBO10MRC        S1050                         1     N/A   Headend    [***]
Transmitter   10 Watt    COMWAVE         SB010A          S1907                         1     N/A   Headend    [***]
Upconverter   10 Watt    COMWAVE         SB010MRC        S1052                         1     N/A   Headend    [***]
Amplifier     10 Watt    COMWAVE         SB010MRC        S1052                         1     N/A   Headend    [***]
Transmitter   10 Watt    COMWAVE         SB010A-1        S3238                         1     N/A   Headend    [***]
Transmitter   10 Watt    COMWAVE         SB010A-1        S3122                         1     N/A   Headend    [***]
Transmitter   10 Watt    COMWAVE         SB010A-1        S3121                         1     N/A   Headend    [***]
Transmitter   10 Watt    COMWAVE         SB010A-1        S3124                         1     N/A   Headend    [***]
Transmitter   10 Watt    COMWAVE         SB010A          S1863                         1     N/A   Headend    [***]
Transmitter   10 Watt    COMWAVE         SB010A          S1864                         1     N/A   Headend    [***]
Transmitter   10 Watt    COMWAVE         SB010A          S1065                         1     N/A   Headend    [***]
Transmitter   10 Watt    COMWAVE         SB010A          S1866                         1     N/A   Headend    [***]
Transmitter   20 Watt    EMCEE           TTS20HS         488                           1     N/A   Headend    [***]
Transmitter   20 Watt    EMCEE           TTS20HS         489                           1     N/A   Headend    [***]
Transmitter   20 Watt    EMCEE           TTS20HS         490                           1     N/A   Headend    [***]
Transmitter   20 Watt    EMCEE           TTS20HS         491                           1     N/A   Headend    [***]
Transmitter   20 Watt    COMWAVE         SB010A          S3238                         1     N/A   Headend    [***]
Transmitter   20 Watt    ITS             1610E           3629071                       1     N/A   Headend    [***]
Transmitter   20 Watt    ITS             1610E           3610071                       1     N/A   Headend    [***]
Transmitter   20 Watt    ITS             1710            M18010                        1     N/A   Headend    [***]
Transmitter   20 Watt    EMCEE           TTS20HS         751                           1     N/A   Headend    [***]
Transmitter   20 Watt    EMCEE           TTS20HS         752                           1     N/A   Headand    [***]
Transmitter   20 Watt    EMCEE           TTS20HS         765                           1     N/A   Headend    [***]
Modulator     Comwave    Comwave         TVM-102         S4719                         1     N/A   Headend    [***]
modulator     Comwave    Comwave         TVM-102         S6503                         1     N/A   Headend    [***]
Modulator     Comwave    Comwave         TVM-102         2674                          1     N/A   Headend    [***]
Modulator     Catel      Catel           CTM20           300384                        1     N/A   Headend    [***]
Modulator     Catel      Catel           CTM20           300316                        1     N/A   Headend    [***]
Modulator     Emcee      Emcee           EM1             300576                        1     N/A   Headend    [***]
Modulator     Emcee      Emcee           EM1             6750196                       1     N/A   Headend    [***]
Modulator     IF         S/A             6340            8817                          1     N/A   Headend    [***]
Modulator     IF         S/A             6340            9491                          1     N/A   Headend    [***]
Modulator     IF         S/A             6340            9494                          1     N/A   Headend    [***]
Modulator     Comwave    Comwave         TVM-102         S2896                         1     N/A   Headend    [***]
Modulator     ITS        ITS             ITS-1610E       3629071                       1     N/A   Headend    [***]
Modulator     ITS        ITS             ITS-1610E       3610071                       1     N/A   Headend    [***]
Modulator     ITS        ITS             ITS-1710        M18010                        1     N/A   Headend    [***]
Modulator     IF         S/A             6340            9485                          1     N/A   Headend    [***]
Modulator     IF         S/A             6340            8733                          1     N/A   Headend    [***]
Modulator     IF         S/A             6340            8787                          1     N/A   Headend    [***]
Modulator     Catel      Catel           CTM20           802384-                       1     N/A   Headend    [***]
Modulator     Catel      Calel           CTM20           80384-8                       1     N/A   Headend    [***]
Modulator     Comwave    Comwave         TVM-102         301978                        1     N/A   Headend    [***]
Modulator     RCA        RCA             CTM20           797                           1     N/A   Headend    [***]
Modulator     Catel      Catel           CTM20           30089                         1     N/A   Headend    [***]
Modulator     Comwave    Comwave         TVM-102         68119                         1     N/A   Headend    [***]
EAS                      Monroe Electr   R177M Master    116943                        1     N/A   Headend    [***]
EAS                      Monroe Electr   R177M Master    116944                        1     N/A   Headend    [***]
EAS                      Monroe Electr   R177M Master    116945                        1     N/A   Headend    [***]
IRD                      S/A             9640            CC3500                        1     N/A   Headend    [***]
Sat.
Recivers                 Standard        IRD II          52U820                        1     N/A   Headend    [***]
Sat.
Recivers                 Standard        IRD II          52U820                        1     N/A   Headend    [***]
Sat.
Recivers                 Standard        IRD II          81U300                        1     N/A   Headend    [***]
IRD                      S/A             Powervu DV3     3828801                       1     N/A   Headend    [***]
IRD                      S/A             9650            CE1S00                        1     N/A   Headend    [***]
IRD                      S/A             9650            CC3S00                        1     N/A   Headend    [***]
IRD                      S/A             9650            CE1S00                        1     N/A   Headend    [***]
Sat.
Recivers                 Standard        IRD II          58U940                        1     N/A   Headend    [***]
IRD                      S/A             9650            CL2S00                        1     N/A   Headend    [***]
IRD                      S/A             9650            CE1S00                        1     N/A   Headend    [***]
IRD                      S/A             IRD II          52U820                        1     N/A   Headend    [***]
IRD                      S/A             9650            CE1S00                        1     N/A   Headend    [***]
IRD                      S/A             9650            CCFS00                        1     N/A   Headend    [***]
IRD                      S/A             9650            CL2S00                        1     N/A   Headend    [***]
Sat.
Recivers                 Blonder Tong    Vid. Cipher
                                         RS              NO SER                        1     N/A   Headend    [***]
IRD                      S/A             9650            C62S00                        1     N/A   Headend    [***]
IRD                      S/A             Vid. Cipher
                                         II Plu          VE0S00                        1     N/A   Headend    [***]
IRD                      S/A             9650            CC3S00                        1     N/A   Headend    [***]
Sat.
Recivers                 Drake           Vid. Cipher
                                         II Plu          900248                        1     N/A   Headend    [***]
Sat
Recivers                 Standard        IRD II          81U300                        1     N/A   Headend    [***]
Demodulator   Holland    S/A             HDM             8397813                       1     N/A   Headend    [***]
Demodulator   Holland    S/A             HDM             8397682                       1     N/A   Headend    [***]
Demodulator   Holland    S/A             HDM             7716516                       1     N/A   Headend    [***]
Off-Air
Receive
anten         Unknown    1               Unknown         N/A                           1     N/A   Headend
Off-Air
Receive
anten         Unknown    1               Unknown         N/A                           1     N/A   Headend
Low Noise
UHF Pre-a     N/A        Blonder Tong    1264                                          1     N/A   Headend
A/C           5 ton      Carrier         53QAB060-5                                    1     N/A   Headend    [***]
A/C           Window
              unit       Kenmora         11800BTU                                      1     N/A   Headend    [***]
A/C           Window
              unit       Fedders         N/A                                           1     N/A   Headend    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type                      Sub-Type            Manufacturer       Model or Spec        Serial #       Quan.      Facility     Channel
----                 ------------------   -------------------   ---------------   ----------------   -----   -------------   -------
<S>                  <C>                  <C>                   <C>               <C>                <C>     <C>             <C>
Antenna (Transmit)   DIRECTIONAL          Andrew                HMD12VP           N/A                    1   Headend   [***]
Antenna (Transmit)   OMNI                 Andrew                                                             Headend
Antenna (Transmit)   DIRECTIONAL          Andrew                HMD12VP           N/A                    1   Headend
Waveguide                                 Andrew                EW-20                                  200   Headend
Combiner             Filterplexer         ITS/Axcera            676D ADJACENT                            8   Headend   [***]
Transmitter                               ITS/Axcera                                                         Headend   [***]
Transmitter                               ITS/Axcera                                                         Headend   [***]
Transmitter                               ITS/Axcera            1610E             M0134043               1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             M0135043               1   Headend   [***]
Transmitter                               ITS/Axcera            1720A             6146085                1   Headend   [***]
Transmitter                               ITS/Axcera            1720A             6147085                1   Headend   [***]
Transmitter                               ITS/Axcera            1720A             6148085                1   Headend   [***]
Transmitter                               ITS/Axcera            1720A             6149085                1   Headend   [***]
Transmitter                               ITS/Axcera            1720C             10005126               1   Headend   [***]
Transmitter                               ITS/Axcera            1720C             10006126               1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             M0136043               1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             M0137043               1   Headend   [***]
Transmitter                               ITS/Axcera            1720C             10001126               1   Headend   [***]
Transmitter                               ITS/Axcera            1720C             10002126               1   Headend   [***]
Transmitter                               ITS/Axcera            1720C             10003126               1   Headend   [***]
Transmitter                               ITS/Axcera            1720C             10004126               1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             M0138043               1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             M0139043               1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             M0140043               1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             M0141043               1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             3448061                1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             3449061                1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             3450061                1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             3451061                1   Headend   [***]
Transmitter                               TS/Axcera             1610E             M0748123               1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             M0479123               1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             M0750123               1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             M0751123               1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             3711081                1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             M0147043               1   Headend   [***]
Transmitter                               ITS/Axcera            1610E             M0148043               1   Headend   [***]
Scrambling                                Gl/Tocom              HVP                                      4   Headend   [***]
AML                                       CABLE AML             3 CH.                                    1   Headend   [***]
Modulator                                 Standard              MOD                                      3   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
AML                                       Cable AML             AML                                      1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
off air                                   mod off air           Mod off air                              1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
STL                                       MRC                   905900                                   1   Headend   [***]
AML                                       Cable AML             AML                                      1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satelite Receiver                         DX                    DX Sat. DIR 657                          1   Headend   [***]
Satellite Dish                            Simulsate ATCi        5.5                                      1   Headend   [***]
Satellite Dish                                                                                               Headend   [***]
Satellite Dish                                                                                               Headend   [***]
Satellite Dish                                                                                               Headend   [***]
Stero Generator                           Leamlnq               MTS-2C                                   8   Headend
Video Switcher                            Monroe                MP-8                                     1   Headend
Baseband Switch                           EAS                   R177M                                    4   Headend   [***]
Generator                                 Kohler 45KW                                                    1   Headend
AC                                        5 TON Wall                                                     2   Headend
STL Dishes                                Andrew                6'                                       1   Headend
Off Air Ant.                              Bogner                quad array                               1   Headend   [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
Type          Sub-Type   Manufacturer    Model or Spec            Serial #           Quan.         Facility   Channel
----          --------   -------------   -------------   -------------------------   -----         --------   -------
<S>           <C>        <C>             <C>             <C>                         <C>     <C>   <C>        <C>
Transmit      Omni       Andrews         HMD8VO-WNQ      N/A                           1     N/A   Headend    [***]
Hardline      50'        ANDREW          1 5/8"          N/A                           1     N/A   Headend    [***]
Combiner      A          Axcera(ITS-
                         ADC)            ITS-685E        none on combiners             1     N/A   Headend    [***]
Combiner      C          Axcera(ITS-
                         ADC)            ITS-685E        none on combiners             1     N/A   Headend    [***]
Transmitter   20watts    ITS (AXCERA)    ADC-5522        15097                         1     N/A   Headend    [***]
Transmitter   20watts    ITS (AXCERA)    ADC-5522        15098                         1     N/A   Headend    [***]
Transmitter   20watts    ITS (AXCERA)    ADC-5522        15099                         1     N/A   Headend    [***]
Transmitter   20watts    ITS (AXCERA)    ADC-5522        15100                         1     N/A   Headend    [***]
Transmitter   20watts    ITS (AXCERA)    ADC-5522        15101                         1     N/A   Headend    [***]
Transmitter   20watts    ITS (AXCERA)    ADC-5522        15102                         1     N/A   Headend    [***]
Transmitter   20watts    ITS (AXCERA)    ADC-5522        15103                         1     N/A   Headend    [***]
Transmitter   20watts    ITS (AXCERA)    ADC-5522        15104                         1     N/A   Headend    [***]
Transmitter   20watts    ITS (AXCERA)    ADC-5522        2545                          1     N/A   Headend    [***]
Receiver      dss        DISH            1000            R0019844883/S000301515879     1     N/A   Headend    [***]
Receiver      dss        DISH            1000            R0020199420/S000301508707     1     N/A   Headend    [***]
Receiver      dss        DISH            1000            R0020591850/S000301507090     1     N/A   Headend    [***]
Receiver      dss        DISH            1000            R0020594840/S000301515273     1     N/A   Headend    [***]
Receiver      dss        DISH            1000            R0020597817/S000295252743     1     N/A   Headend    [***]
Receiver      dss        DISH            1000            R0020590833/S000301507494     1     N/A   Headend    [***]
Receiver      dss        DISH            1000            R0019604919/S000301516283     1     N/A   Headend    [***]
Receiver      dss        DISH            1000            R0020591722/S000301495170     1     N/A   Headend    [***]
Racks         72"        unknow          21" wide        N/A                           1     N/A   Headend    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
    Type       Sub-Type    Manufacturer    Model or Spec            Serial #           Quan.                     Facility   Channel
    ----      ----------   -------------   -------------   -------------------------   -----                     --------   -------
<S>           <C>          <C>             <C>             <C>                         <C>     <C>               <C>        <C>
Antenna
Transmit      Horizontal   Andrew          HMD-12HO/w0.5   N/A                            2    Windom            Headend
Wavegulde     315'         ANDREW          EW-20           N/A                            2    Windom            Headend
Transition
Jumpers       12'          ANDREW          7/8" Air        N/A
Transition
Jumpers       4'           ANDREW          7/8" Air        N/A                            2    Windom            Headend
Connectors    Wr340 to
              7/8"         Andrew          Wr340 to 7/8"   N/A                            4    Windom            Headend
Combiner      A-Group      MFC             9004            N/A                            1    Windom            Headend    [***]
Combiner      B-Group      MFC             9004            N/A                            1    Windom            Headend    [***]
Combiner      D-Group      MFC             9004            N/A                            1    Windom            Headend    [***]
Combiner      E-Group      MFC             9004            N/A                            1    Windom            Headend    [***]
Combiner      F-Group      MFC             9004            N/A                            1    Windom            Headend    [***]
Combiner      H-Group      MFC             9004            N/A                            1    Windom            Headend    [***]
Transmitter   20W          Comwave         SB010A          8560                           1    Windom            Headend    [***]
Transmitter   20W          Comwave         SB010A          11826                          1    Windom            Headend    [***]
Transmitter   10W          Comwave         SB010A          1929                           1    Windom            Headend    [***]
Transmitter   10W          Emcee           TTS10HS         374                            1    Windom            Headend    [***]
Transmitter   10W          Emcee           TTS10HS         373                            1    Windom            Headend    [***]
Transmitter   10W          Emcee           TTS10HS         376                            1    Windom            Headend    [***]
Transmitter   10W          Comwave         SB010A          2893                           1    Windom            Headend    [***]
Transmitter   10W          Comwave         SB010A          3123                           1    Windom            Headend    [***]
Transmitter   10W          Comwave         SB010A          2707                           1    Windom            Headend    [***]
Transmitter   10W          Comwave         SB010-MRC       1314                           1    Windom            Headend    [***]
Transmitter   50W          Comwave         SB010-MRC       1876                           1    Windom            Headend    [***]
Transmitter   50W          Comwave         SB010-MRC       1877                           1    Windom            Headend    [***]
Transmitter   50W          Comwave         SB010-MRC       1878                           1    windom            Headend    [***]
Transmitter   50W          Comwave         SB010-MRC       1879                           1    Windom            Headend    [***]
Transmitter   5OW          Comwave         SB010-MRC       1880                           1    Windom            Headend    [***]
Transmitter   50W          Comwave         SB010-MRC       1881                           1    Windom            Headend    [***]
Transmitter   50W          Comwave         SB010-MRC       1882                           1    Wlndom            Headend    [***]
Transmitter   50W          Comwave         SB010-MRC       1883                           1    Windom            Headend    [***]
Transmitter   50W          Comwave         SB050B          3146                           1    Windom            Headend    [***]
Transmitter   6OW          Comwave         SB060B          3271                           1    Wlndom            Headend    [***]
Transmitter
reference     50W          Comwave         SB050B          3273                           1    Windom            Headend    [***]
tray          10MHZ        Comwave                         3147                           1    Windom            Headend    [***]
Modulator     IF           Comwave         TVM-102         8559                           1    Windom            Headend    [***]
Modulator     IF           Comwave         TVM-103         11826                          1    Windom            Headend    [***]
Modulator     IF           Catel           CTM-20          2895                           1    Windom            Headend    [***]
Modulator     IF           Catel           CTM-20          1905                           1    Windom            Headend    [***]
Modulator     IF           Catel           CTM-20          No#                            1    Windom            Headend    [***]
Modulator     IF           Catel           CTM-20          6019                           1    Windom            Headend    [***]
Modulator     IF           Catel           CTM-20          1458                           1    Windom            Headend    [***]
Modulator     IF           Comwave         TVM-102         7214                           1    Windom            Headend    [***]
Modulator     IF           Catel           CTM-20          No#                            1    Windom            Headend    [***]
Modulator     IF           Comwave         TVM-102         3572                           1    Windom            Headend    [***]
Modulator     IF           Catel           CTM-20          1876                           1    Wlndom            Headend    [***]
Modulator     IF           Catel           CTM-20          1877                           1    Wlndom            Headend    [***]
Modulator     IF           Catel           CTM-20          1878                           1    Windom            Headend    [***]
Modulator     IF           Catel           CTM-20          1879                           1    windom            Headend    [***]
Modulator     IF           Catel           CTM-20          1880                           1    Windom            Headend    [***]
Modulator     IF           Catel           CTM-20          1881                           1    Windom            Headend    [***]
Modulator     IF           Catel           CTM-20          1882                           1    Windom            Headend    [***]
Modulator     IF           Catel           CTM-20          1883                           1    Windom            Headend    [***]
Modulator     IF           Comwave         TVM-102         3146                           1    Windom            Headend    [***]
Modulator     IF           Comwave         TVM-103         3271                           1    Windom            Headend    [***]
Modulator     IF           Comwave         TVM-104         4600                           1    Windom            Headend    [***]
Demodulator   IF           Olsen           ODT-2000        No#                            1    Windom            Headend    [***]
Enclosure                  General
                           Instruments     HVPIII          D500000745343                  1    Windom            headend
Enclosure                  General
                           Instruments     HVPIII          2151300042                     1    Windom            headend
Encoding
Cards                      General
                           Instruments     Data Card                                     28    Windom            headend
EAS           Switcher     Monroe          R177m           n/a                            4    Windom            Headend
EAS           Control
              Unit         Hollywell       M1P921S         2624                           1    Windom            headend
EAS           Printer      Hollywell       9509-15577      d5h22254                       1    Windom            headend
Sat
Receivers                  STANDARD        Agile IRD                                           Windom            Headend
Sat
Receivers                  STANDARD        Agile IRD                                           Windom            Headend
Sat
Receivers                  STANDARD        Agile IRD                                           Windom            Headend    [***]
Sat
Receivers                  Sci Atl         8650                                                Windom            Headend    [***]
Sat
Receivers                  Sci Atl         9650                                                Windom            Headend    [***]
Sat
Receivers                  Sci Atl         9650                                                Windom            Headend    [***]
Sat
Receivers                  Sci Atl         9650                                                Windom            Headend    [***]
Sat
Receivers                  STANDARD        MT-650                                              Windom            Headend    [***]
Sat
Receivers                  STANDARD        MT-651                                              Windom            Headend    [***]
Sat
Receivers                  STANDARD        MT-652                                              Windom            Headend    [***]
Sat
Receivers                  Sci Atl         9650                                                Windom            Headend    [***]
Sat
Receivers                  STANDARD        MT-650                                              Windom            Headend    [***]
Sat
Receivers                  Sci Atl         9650                                                Windom            Headend    [***]
Sat
Receivers                  Sci Atl         9650                                                Windom            Headend    [***]
Sat
Receivers                  Sci Atl         9650                                                Windom            Headend    [***]
Sat
Receivers                  Sci Atl         9650                                                Windom            Headend    [***]
Sat
Receivers                  Sci Atl         9650                                                Windom            Headend    [***]
Sat
Receivers                  Gl              ASR-1000                                            Windom            Headend    [***]
Sat
Receivers                  Sci Atl         9650                                                Windom            Headend    [***]
Sat
Receivers                  Sci Atl         9650                                                Windom            Headend    [***]
Sat Dish      3.7M         SA                                                                  Windom            Headend    [***]
Sat Dish      3.2M         Macom                                                               Windom            Headend    [***]
Sat Dish      3.2M         Macom                                                               Windom            Headend    [***]
Sat Dish      3.7M         Patriot                                                             Windom            Headend    [***]
Dehydrator                 Andrew          MT-300          1809                           1    Windom            headend    [***]
Rack          72'          N/A             N/A             N/A                            8    Windom            Headend
monitoring
Device        Alpha
              Max          DPS             Alpha Max 82A                                  1    Windom            Headend
monitoring
Device        Alpha
              Max          DPS             Alpha Max UPS                                  1    Windom            Headend
A/C           3
              Ton/
              Condenser    Weather Kinq    10AJA6001       6764                           1    Windom            Headend    [***]
A/C           3 Ton
              blower       GMC             A060-00         9504046370                     1    Windom            Headend    [***]
A/C           3 ton        Bard            WA 361                                         1    Windom            Headend    [***]
A/C           1 Ton        Carrier         51 CM                                          1    Windom            Headend    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
    Type      Sub-Type   Manufacturer    Model or Spec            Serial #           Quan.                     Facility   Channel
    ----      --------   -------------   -------------   -------------------------   -----                     --------   -------
<S>           <C>        <C>             <C>             <C>                         <C>     <C>               <C>        <C>
Transmit      Omni       Andrews         HMD12H          N/A                           1     N/A               Headend    [***]
Transmit      Omni       Andrews         HMD12H          N/A                           1     N/A               Headend    [***]
Transmit      Cardioid   NSI             20SA90V         N/A                           1     N/A               Headend    [***]
Waveguide     130'       ANDREW          EW-20           N/A                           1     N/A               Headend    [***]
Waveguide     130'       ANDREW          EW-20           N/A                           1     N/A               Headend    [***]
Hardline      150'       ANDREW          1 5/8"          N/A                           1     N/A               Headend    [***]
Combiner      H          Axcera(ITS-
                         ADC)            1693D           4423032                       1     N/A               Headend    [***]
Combiner      B          Axcera(ITS-
                         ADC)            1693D           12918                         1     N/A               Headend    [***]
Combiner      D          Axcera(ITS-
                         ADC)            1694D           M0347073                      1     N/A               Headend    [***]
Combiner      F          Axcera(ITS-
                         ADC)            1994D           4465042                       1     N/A               Headend    [***]
Combiner      A          Axcera(ITS-
                         ADC)            1694D           5146122                       1     N/A               Headend    [***]
Combiner      C          Axcera(ITS-
                         ADC)            1694D           M0346073                      1     N/A               Headend    [***]
Combiner      E          Axcera(ITS-
                         ADC)            1694D           4463042                       1     N/A               Headend    [***]
Combiner      G          Axcera(ITS-
                         ADC)            1694D           12917                         1     N/A               Headend    [***]
Diplexer      A-1        Axcera(ITS-
                         ADC)            ITS-685E        5142122-A1                    1     N/A               Headend    [***]
Diplexer      A-2        Axcera(ITS-
                         ADC)            ITS-685E        5143122-A2                    1     N/A               Headend    [***]
Diplexer      A-3        Axcera(ITS-
                         ADC)            ITS-685E        5144122-A3                    1     N/A               Headend    [***]
Diplexer      A-4        Axcera(ITS-
                         ADC)            ITS-685E        5145122-A4                    1     N/A               Headend    [***]
Diplexer      B-1        Axcera(ITS-
                         ADC)            ITS-685E        12922-B1                      1     N/A               Headend    [***]
Diplexer      B-2        Axcera(ITS-
                         ADC)            ITS-685E        12922-B2                      1     N/A               Headend    [***]
Diplexer      B-3        Axcera(ITS-
                         ADC)            ITS-685E        12922-B3                      1     N/A               Headend    [***]
Diplexer      B-4        Axcera(ITS-
                         ADC)            ITS-885E        12922-B4                      1     N/A               Headend    [***]
Diplexer      C-1        Axcera(ITS-
                         ADC)            ITS-685E        W0344073-C1                   1     N/A               Headend    [***]
Diplexer      C-2        Axcera(ITS-
                         ADC)            ITS-685E        M0345073-C2                   1     N/A               Headend    [***]
Diplexer      C-3        Axcera(ITS-
                         ADC)            ITS-685E        M0348073-C3                   1     N/A               Headend    [***]
Diplexer      C-4        Axcera(ITS-
                         ADC)            ITS-685E        M0349073-C4                   1     N/A               Headend    [***]
Diplexer      D-1        Axcera(ITS-
                         ADC)            ITS-685E        M0350073-D1                   1     N/A               Headend    [***]
Diplexer      D-2        Axcera(ITS-
                         ADC)            ITS-685E        M0351O73-D2                   1     N/A               Headend    [***]
Dlplexer      D-3        Axcera(ITS-
                         ADC)            ITS-685E        M0352O73-D3                   1     N/A               Headend    [***]
Diplexer      D-4        Axcera(ITS-
                         ADC)            ITS-685E        M0353073-D4                   1     N/A               Headend    [***]
Diplexer      E-1        Axcera(ITS-
                         ADC)            ITS-685E        5974065-E1                    1     N/A               Headend    [***]
Diplexer      E-2        Axcera(ITS-
                         ADC)            ITS-685E        5975065-E2                    1     N/A               Headend    [***]
Diplexer      E-3        Axcera(ITS-
                         ADC)            ITS-685E        881607&E3                     1     N/A               Headend    [***]
Diplexer      E-4        Axcera(ITS-
                         ADC)            ITS-685E        8818076-E4                    1     N/A               Headend    [***]
Diplexer      F-1        Axcera(ITS-
                         ADC)            ITS-685E        4568042-F1                    1     N/A               Headend    [***]
Diplexer      F-2        Axcera(ITS-
                         ADC)            ITS-685E        4569042-F2                    1     N/A               Headend    [***]
Diplexer      F-3        Axcera(ITS-
                         ADC)            ITS-685E        4570042-F3                    1     N/A               Headend    [***]
Diplexer      F-4        Axcera(ITS-
                         ADC)            ITS-685E        4571042-F4                    1     N/A               Headend    [***]
Diplexer      G-1        Axcera(ITS-
                         ADC)            ITS-685E        12921-G1                      1     N/A               Headend    [***]
Diplexer      G-2        Axcera(ITS-
                         ADC)            ITS-685E        12921-G2                      1     N/A               Headend    [***]
Diplexer      G-3        Axcera(ITS-
                         ADC)            ITS-685E        12921-G3                      1     N/A               Headend    [***]
Diplexer      G-4        Axcera(ITS-
                         ADC)            ITS-685E        12921-G4                      1     N/A               Headend    [***]
Diplexer      H-1        Axcera(ITS-
                         ADC)            ITS-685E        4421032-H1                    1     N/A               Headend    [***]
Diplexer      H-2        Axcera(ITS-
                         ADC)            ITS-685E        3462051-H2                    1     N/A               Headend    [***]
Diplexer      H-3        Axcera(ITS-
                         ADC)            ITS-685E        4422032-H3                    1     N/A               Headend    [***]
Diplexer      AGILE      Axcera(ITS-
                         ADC)            ITS-685E        44264876-ag                   1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1610E           5139122-A2                    1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1610E           5140122-A3                    1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    161OE           5141122-A4                    1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1720C           12923-B1                      1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1720C           12924-B2                      1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1720C           12925-B3                      1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1720C           12926-B4                      1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1610E           M0336073-C1                   1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1610E           M0337073-C2                   1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    161QE           M0338073-C3                   1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1610E           M0339073-C4                   1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1610E           M0340073-D1                   1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    161OE           M0341073-D2                   1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1610E           M0342073-D3                   1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    161OE           M0343073-D4                   1     N/A               Headend    [***]
Transmitter   50W@20W    ITS (AXCERA)    FA1750          6366105 AGILE                 1     N/A               Headend    [***]
Transmitter   50W@20W    ITS (AXCERA)    1750A           5971065-E2                    1     N/A               Headend    [***]
Transmitter   50W@20W    ITS (AXCERA)    1750A           8B15076-E3                    1     N/A               Headend    [***]
Transmitter   50W@20W    ITS (AXCERA)    1750A           8817075-E4                    1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1720C           12086-F1                      1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1720C           12087-F2                      1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1720C           12088-F3                      1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1720C           12089-F4                      1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1720C           12624-G1                      1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1720C           12625-G2                      1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1720C           12626-G3                      1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1720C           12627-G4                      1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    161OC           4419031-H1                    1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    1610C           3461051-H2                    1     N/A               Headend    [***]
Transmitter   20 Watts   ITS (AXCERA)    161OC           4420032-H3                    1     N/A               Headend    [***]
Transmitter   50 Watts   ITS (AXCERA)    1750            na                            1     N/A               Headend    [***]
controller    Data
              Encoder
              Tra        Pacmono         Data Enco       56988                         1     N/A               headend    [***]
drawer        Data
              Card
              Tray       Pacmono         Data Card       56988                         5     N/A               headend    [***]
</TABLE>

[*** Confidential Treatment Requested]



                            [***] Equipment Inventory

<TABLE>
<CAPTION>
    Type      Sub-Type   Manufacturer    Model or Spec            Serial #           Quan.                     Facility   Channel
    ----      --------   -------------   -------------   -------------------------   -----                     --------   -------
<S>           <C>        <C>             <C>             <C>                         <C>     <C>               <C>        <C>
TVRO Sat.
Receiver      IRD        DX              775-A           A0200FB36                      1    IN THE CLEAR      Headend    [***]
TVRO Sat.
Receiver      IRD        DX              775-A           A0200C475                      1    A0200FB36         Headend    [***]
TVRO Sat.
Receiver      IRD        DX              775-A           1536616-0                      1    A0200C475         Headend    [***]
TVRO Sat.
Receiver      IRD        SA              775-A           A020C5F54                      1    1536616-0         Headend    [***]
TVRO Sat.
Receiver      IRD        DX              775-A           A020C5F5C                      1    A020C5F54         Headend    [***]
TVRO Sat.
Receiver      IRD        DX              775-A           A020BAC95                      1    A020C5F5C         Headend    [***]
TVRO Sat.
Receiver      IRD        DX              775-A           2071339-3                      1    A020BAC95         Headend    [***]
TVRO Sat.
Receiver      IRD        SA              1500            A020B4DEB                      1    2071339-3         Headend    [***]
TVRO Sat.
Receiver      IRD        DX              1500            A02012452                      1    A020B4DEB         Headend    [***]
TVRO Sat.
Receiver      IRD        DX              775A            311103489184                   1    A02012452         Headend    [***]
TVRO Sat.
Receiver      IRD        DX              4500            311121373005                   1    311103489184      Headend    [***]
TVRO Sat.
Receiver      IRD        DX              775A            A020BF7EE                      1    311121373005      Headend    [***]
TVRO Sat.
Receiver      IRD        JER             775A            IN THE CLEAR                   1    A020BF7EE         Headend    [***]
TVRO Sat.
Receiver      IRD        DX              4400D           O313742287230                  1    IN THE CLEAR      Headend    [***]
TVRO Sat.
Receiver      IRD        DX              4400D           311097976254                   1    O313742287230     Headend    [***]
TVRO Sat.
Receiver      IRD        SA              4400D           51271                          1    311097976254      Headend    [***]
TVRO Sat.
Receiver      IRD        WEG             MPEG-2          A0208DAF4                      1    51271             Headend    [***]
TVRO Sat.
Receiver      IRD        DX              775A            47891                          1    A0208DAF4         Headend    [***]
TVRO Sat.
Receiver      IRD        WEG             775A            A020C529C                      1    47891             Headend    [***]
TVRO Sat.
Receiver      IRD        SA              MPEG-2          2926205-2                      1    A020C529C         Headend    [***]
TVRO Sat.
Receiver      IRD        SA              1500            A0208DD2B                      1    2926205-2         Headend    [***]
TVRO Sat.
Receiver      IRD        DX              4500            31372357039                    1    A0208DD2B         Headend    [***]
TVRO Sat.
Receiver      IRD        GI              775A            A02012401                      1    31372357039       Headend    [***]
TVRO Sat.
Receiver      IRD        DX              1500            A020C4D85                      1    A02012401         Headend    [***]
TVRO Sat.
Receiver      IRD        SA              1500            A20BF7F3                       1    A020C4D85         Headend    [***]
TVRO Sat.
Receiver      IRD        DX              775A            00031461068718                 1    A20BF7F3          Headend    [***]
TVRO Sat.
Receiver      IRD        DX              775A            A0208DD1C                      1    000314610687183   Headend    [***]
TVRO Sat.
Receiver      IRD        DX              775A            IN THE CLEAR                   1    A0208DD1C         Headend    [***]
TVRO Sat.
Receiver      Demod      CADCO           1500            313868245096                   1    IN THE CLEAR      Headend    [***]
TVRO Sat.
Receiver      IRD        DX              775A            O315383528199                  1    313868245096      Headend    [***]
TVRO Sat.
Receiver      IRD        GI              775A            O314104863085                  1    0315383528199     Headend    [***]
TVRO Sat.
Receiver      IRD        DX              2341            A0208ADA2                      1    0314104863085     Headend    [***]
TVRO Sat.
Receiver      IRD        DX              775A            O315383528199                  1    A0208ADA2         Headend    [***]
WINEGAURD     3          WINEGAURD       3               none                           1    N/A               Headend    [***]
PATRIOT       4          PATRIOT         4               none                           1    N/A               Headend    [***]
PATRIOT       4.5        PATRIOT         4.5             none                           1    N/A               Headend    [***]
WINEGAURD     4.5        WINEGAURD       4.5             none                           1    N/A               Headend    [***]
PATRIOT       4          PATRIOT         4               none