As filed with the Securities and Exchange Commission on January 8, 2007
Registration No. 333-139468
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Amendment No. 1 to Form S-1
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 
 
 
Clearwire Corporation
(Exact name of registrant as specified in its charter)
 
         
Delaware   4899   56-2408571
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)
 
5808 Lake Washington Boulevard NE, Suite 300
Kirkland, Washington 98033
(425) 216-7600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
 
 
Broady R. Hodder
Vice President and General Counsel
Clearwire Corporation
5808 Lake Washington Boulevard NE, Suite 300
Kirkland, Washington 98033
(425) 216-7600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
 
 
Copies of all communications, including communications sent to agent for service, should be sent to:
 
         
Joshua N. Korff   Marcus J. Williams   William H. Hinman, Jr.
Kirkland & Ellis LLP
  Davis Wright Tremaine LLP   Simpson Thacher & Bartlett LLP
Citigroup Center
  2600 Century Square   2550 Hanover Street
153 East 53rd Street
  1501 Fourth Avenue   Palo Alto, California 94304
New York, New York 10023
  Seattle, Washington 98101   Tel. (650) 251-5000
Tel. (212) 446-4800
  Tel. (206) 622-3150   Fax (650) 251-5002
Fax (212) 446-4900
  Fax (206) 628-7699    
 
Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
 


 

Explanatory Note
 
This Amendment No. 1 is being filed solely for the purpose of filing exhibits to the Registration Statement on Form S-1 (File No. 333-139468) and no changes or additions are being made hereby to the preliminary prospectus which forms part of the Registration Statement or to Items 13, 14, 15, 16(b) or 17 of Part II of the Registration Statement. Accordingly, the preliminary prospectus and Items 13, 14, 15, 16(b) and 17 of Part II of the Registration Statement have been omitted from this filing.


 

 
PART II
 
INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
Item 16.   Exhibits and Financial Statement Schedules.
 
         
  1 .1   Form of Underwriting Agreement.†
  3 .1   Third Amended and Restated Certificate of Incorporation of Clearwire Corporation.*
  3 .2   Amended and Restated Bylaws.*
  4 .1   Form of stock certificate for Class A common stock.†
  4 .2   Amended and Restated Stockholders Agreement dated March 16, 2004 among Clearwire Corporation and the parties thereto.*
  4 .3   Registration Rights Agreement dated November 13, 2003 among Flux U.S. Corporation, Clearwire Holdings, Inc. and Hispanic Information and Telecommunications Network, Inc.*
  4 .4   Registration Rights Agreement dated March 16, 2004 among Clearwire Corporation and the parties thereto.*
  4 .5   Registration Rights Agreement dated August 5, 2005 among Clearwire Corporation and certain buyers of the Senior Secured Notes.*
  4 .6   Investor Rights Agreement dated August 29, 2006 among Clearwire Corporation, Intel Pacific, Inc. and Motorola, Inc.‡
  4 .7   Securities Purchase Agreement dated August 5, 2005 among Clearwire Corporation and the buyers of the Senior Secured Notes, as amended February 16, 2006.*
  4 .8   Indenture dated August 5, 2005 among Clearwire Corporation, Clearwire LLC, Fixed Wireless Holdings, LLC, NextNet Wireless, Inc. and The Bank of New York, as Trustee, as supplemented February 16, 2006.*
  4 .9   Form of Senior Secured Note, due 2010.*
  4 .10   Form of Warrant.*
  5 .1   Opinion of Davis Wright Tremaine LLP.†
  9 .1   Voting Agreement dated August 29, 2006 between Clearwire Corporation, Intel Pacific, Inc., Intel Capital Corporation and Eagle River Holdings, LLC.
  10 .1   Advisory Services Agreement dated November 13, 2003 between Flux U.S. Corporation and COM Holdings, LLC.*
  10 .2   Indemnification Agreement dated November 13, 2003 among Flux Fixed Wireless, LLC and Flux U.S. Corporation.*
  10 .3   Form of Indemnification Agreement.*
  10 .4   Letter Agreement dated April 1, 2004 between Clearwire Corporation and Ben Wolff.*
  10 .5   Letter Agreement dated April 26, 2004 between Clearwire Corporation and Nicolas Kauser.*
  10 .6   Letter Agreement dated April 27, 2004 between Clearwire Corporation and R. Gerard Salemme.*
  10 .7   Employment Agreement dated June 28, 2004 between Clearwire Corporation and Perry Satterlee.*
  10 .8   Letter Agreement dated March 2, 2005 between Clearwire Corporation and John Butler.*
  10 .9   Clearwire Corporation 2003 Stock Option Plan, as amended.*
  10 .10   Agreement dated March 5, 2003 among Nextel Communications, Inc., Digital Radio, LLC and Craig O. McCaw.
  10 .11   Amendment to Agreement dated March 5, 2003, dated October 3, 2003, among Nextel Communications, Inc., Digital Radio, L.L.C. and Craig O. McCaw.
  10 .12   Agreement and Undertaking dated November 13, 2003 between Flux U.S. Corporation and Craig O. McCaw.


II-1


 

         
  10 .13   Master Spectrum Acquisition Agreement dated November 13, 2003 between Flux U.S. Corporation and Hispanic Information and Telecommunications Network, Inc.*
  10 .14   First Addendum and Amendment to the Master Spectrum Acquisition Agreement dated March 29, 2004 between Clearwire Corporation and Hispanic Information and Telecommunications Network, Inc.*
  10 .15   ITFS Capacity Use and Royalty Agreement dated November 13, 2003 between Hispanic Information and Telecommunications Network, Inc. and Fixed Wireless Holdings, LLC.*
  10 .16   Spectrum Access and Loan Facility Agreement dated May 24, 2005 among Clearwire Corporation, Hispanic Information and Telecommunications Network, Inc. and HITN Spectrum, LLC.*
  10 .17   Warrant Agreement dated November 13, 2003 by and between Flux U.S. Corporation and ITFS Spectrum Advisors LLC.*
  10 .18   Letter Agreement dated March 29, 2004 from Clearwire Corporation to ITFS Spectrum Advisors LLC.*
  10 .19   Spectrum Acquisition Consulting Agreement dated February 1, 2005 by and between Clearwire Corporation and ITFS Spectrum Consultants LLC.*
  10 .20   Letter Agreement dated February 1, 2005 from Clearwire Corporation to ITFS Spectrum Consultants LLC.*‡
  10 .21   Amendment and Consent dated February 1, 2005 between Clearwire Corporation to ITFS Spectrum Advisors LLC and ITFS Spectrum Consultants LLC.*
  10 .22   Second Amendment and Consent dated April 26, 2006, by and among Clearwire Corporation and ITFS Spectrum Consultants LLC.*
  10 .23   Spectrum Option Agreement dated March 29, 2004 between Clearwire Corporation and Hispanic Information and Telecommunications Network, Inc.*‡
  10 .24   EBS Capacity Use and Royalty Agreement dated September 15, 2005 between Hispanic Information and Telecommunications Network, Inc. and Clearwire Spectrum Holdings LLC.*‡
  10 .25   Form of Subscription Agreement dated August 18, 2006.
  10 .26   Market Operation, Spectrum Lease and Sublicense Agreement dated October 22, 2004 by and among the Sprint subsidiaries listed on Schedule R-1 and Fixed Wireless Holdings, LLC.‡
  10 .27   Stock Purchase Agreement dated September 30, 2004 among Craig Wireless Honolulu Inc., Craig Wireless Nevada Inc., Craig Wireless Systems Inc. and Fixed Wireless Holdings, LLC, as amended on November 30, 2004.*
  10 .28   Stock Purchase Agreement dated October 22, 2004 between Clearwire Corporation and Kenneth A. Jonsson, as amended on January 11, 2005.*
  10 .29   Subscription Agreement dated March 8, 2005 between Clearwire Corporation and Bell Canada.
  10 .30   Master Supply Agreement dated March 16, 2005 among Clearwire Corporation, Clearwire LLC, Bell Canada and BCE Nexxia Corporation.‡
  10 .31   Side Agreement dated March 16, 2005 between Clearwire Corporation, Eagle River Holdings, LLC and Bell Canada.‡
  10 .32   Credit Agreement dated July 19, 2005 between Clearwire Corporation and Bell Canada, as amended February 2006.*
  10 .33   Security Agreement dated July 19, 2005 between Clearwire Corporation and Bell Canada.*
  10 .34   Movable Hypothec Agreement dated July 19, 2005 between Clearwire Corporation and Bell Canada.*
  10 .35   Purchase Agreement dated June 6, 2005 among Wireless One of North Carolina, LLC, WaveTel NC License Corporation, WaveTel, L.L.C., WaveTel TN LLC and Fixed Wireless Holdings, LLC.*‡
  10 .36   Equipment Lease Agreement dated June 30, 2005 between Clearwire Corporation and 6311458 Canada Ltd.*


II-2


 

         
  10 .37   Purchase Agreement dated September 9, 2005 between Baypoint St. Louis, LLC, Clearwire Corporation and Clearwire Spectrum Holdings LLC.*‡
  10 .38   Purchase Agreement dated September 9, 2005 among St. Lou E, LLC, Clearwire Corporation and Clearwire Spectrum Holdings LLC.*‡
  10 .39   Vendor Agreement dated September 27, 2005 between Best Buy Purchasing LLC and Clearwire LLC.‡
  10 .40   Subscription Service Addendum to Vendor Agreement dated September 27, 2005 between Best Buy Stores, L.P. and Clearwire LLC.‡
  10 .41   Co-Marketing Agreement dated September 14, 2006 between Circuit City Stores, Inc. and Clearwire US LLC.‡
  10 .42   Purchase and Sale Agreement dated October 24, 2005 between Nextel Spectrum Acquisition Corp. and Clearwire Spectrum Holdings LLC, as amended on December 12, 2005.‡
  10 .43   Stock Purchase Agreement dated November 7, 2005 between the shareholders of WinBeam, Incorporated and Clearwire Spectrum Holdings LLC.*
  10 .44   Purchase Agreement dated November 8, 2005 between Comspec Corporation and Clearwire Spectrum Holdings LLC.*‡
  10 .45   Bundled Wireless Broadband Services Agreement dated November 23, 2005 between Clearwire LLC and America Online, Inc.‡
  10 .46   Subscription Agreement dated June 30, 2006 between Motorola, Inc. and the Clearwire Corporation.
  10 .47   Side Agreement dated June 30, 2006 between Motorola, Inc. and the Clearwire Corporation.
  10 .48   Amended and Restated Limited Liability Company Agreement dated July 12, 2006, between Clearwire US LLC and Shichinin LLC.
  10 .49   Loan Agreement dated August 21, 2006 among Clearwire Corporation, the several lenders from time to time parties thereto, JPMorgan Chase Bank, Merrill, Lynch, Pierce, Fenner & Smith Inc. and Morgan Stanley Senior Funding, Inc.*
  10 .50   Guarantee and Collateral Agreement dated August 21, 2006 made by Clearwire Corporation and certain of its subsidiaries in favor of Morgan Stanley Senior Funding, Inc.*
  10 .51   Common Stock Purchase Agreement dated June 28, 2006 between Clearwire Corporation and Intel Pacific, Inc.‡
  10 .52   Mobile Wimax Network Collaboration Agreement dated June 28, 2006 between Clearwire Corporation and Intel Corporation.‡
  10 .53   Stock Purchase Agreement dated June 30, 2006 between Motorola, Inc., Clearwire Corporation and NextNet Wireless, Inc.
  10 .54   Reserved.
  10 .55   Wireless Broadband System Services Agreement dated August 29, 2006 between Motorola and Clearwire US LLC.‡
  10 .56   Wireless Broadband System Infrastructure Agreement dated August 29, 2006 between Motorola and Clearwire US LLC.‡
  10 .57   Wireless Broadband CPE Supply Agreement dated August 29, 2006 between Motorola and Clearwire US LLC.‡
  10 .58   Side Letter Agreement dated June 28, 2006 between Intel Pacific, Inc., Eagle River Holdings, LLC and Clearwire Corporation.


II-3


 

         
  10 .59   Master Royalty and Use Agreement dated July 31, 2006 between Clearwire Spectrum Holdings II LLC, Chicago Instructional Technology Foundation, Inc., Denver Area Educational Telecommunications Consortium, Inc., Instructional Telecommunications Foundation, Inc., North American Catholic Educational Programming Foundation, Inc., Portland Regional Educational Telecommunications Corporation, Twin Cities Schools Telecommunications Group, Inc., and other licensees who may become parties to the agreement.‡
  10 .60   Master Royalty and Use Agreement dated October 4, 2006 between Clearwire Spectrum Holdings II LLC and Hispanic Information and Telecommunications Network, Inc.‡
  10 .61   Membership Interest Purchase Agreement dated August 9, 2006 among Clearwire Spectrum Holdings II LLC and the parties thereto.‡
  10 .62   Purchase Agreement dated August 8, 2006 between SpeedNet LLC, Clearwire Spectrum Holdings II LLC and Clearwire Corporation.‡
  10 .63   Educational Broadband Service Long Term De Facto Transfer Lease Agreement dated December 22, 2006.‡
  10 .64   Office Lease Agreement dated October 12, 2006, between Carillon Properties (Landlord) and Clearwire Corporation (Tenant).*
  10 .65   Securities Purchase Agreement dated December 7, 2005 among BASA Holding Iberia S.L.U., Clearwire Corporation and Clearwire Europe S.A.R.L.*
  10 .66   Investment Agreement, dated December 7, 2005, by and between Banda Ancha S.A., BASA Holding Iberia S.L.U. and Clearwire Europe S.A.R.L.*
  10 .67   Indemnification Agreement dated December 7, 2005 among BASA Holding Iberia S.L.U., Clearwire Corporation and Clearwire Europe S.A.R.L.*
  10 .68   MAC Telecom Stock Purchase Agreement dated August 2, 2006 between Clearwire Europe S.A.R.L., and the individuals and entities listed on the Exhibit thereto.*
  10 .69   MTH Stock Purchase Agreement dated August 2, 2006 between Clearwire Europe S.A.R.L., Axel Beghin, Charles du Bunsen, Nicholas du Chastel and Matthew Ridgwell.*
  21 .1   List of subsidiaries.
  23 .1   Consent of Deloitte & Touche LLP.*
  23 .2   Consent of Davis Wright Tremaine LLP (included in Exhibit 5.1).†
  24 .1   Powers of Attorney (included on signature page).
 
* Previously Filed.
 
** Flux U.S. Corporation changed its name to Clearwire Corporation effective February 24, 2004, and as a result all references to Flux U.S. Corporation in this index are now to Clearwire Corporation.
 
To be filed by amendment.
 
Confidential treatment requested.


II-4


 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Kirkland, Washington, on this 8th day of January, 2007.
 
Clearwire Corporation
 
  By:  /s/  Craig O. McCaw
Name: Craig O. McCaw
  Title:  Chairman of the Board of Directors and Co-Chief Executive Officer
 
  By:  /s/  Benjamin G. Wolff
Name: Benjamin G. Wolff
  Title:  Co-Chief Executive Officer and
Co-President
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Benjamin G. Wolff his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement (and to any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on January 8, 2007.
 
         
Signature
 
Title
 
/s/  Craig O. McCaw

Craig O. McCaw
  Chairman of the Board and Co-Chief Executive Officer
(Principal Executive Officer)
     
/s/  John A. Butler

John A. Butler
  Chief Financial Officer
(Principal Financial and Accounting Officer)
     
/s/  Nicolas Kauser

Nicolas Kauser
  Director


II-5


 

         
Signature
 
Title
 
/s/  R. Gerard Salemme

R. Gerard Salemme
  Director
     
/s/  David Perlmutter

David Perlmutter
  Director
     
/s/  Peter L. S. Currie

Peter L. S. Currie
  Director
     
/s/  Richard Emerson

Richard Emerson
  Director
     
    

Arvind Sodhani
  Director
     
/s/  Michael J. Sabia

Michael J. Sabia
  Director
     
/s/  Stuart M. Sloan

Stuart M. Sloan
  Director


II-6


 

 
EXHIBIT INDEX
 
         
  1 .1   Form of Underwriting Agreement.†
  3 .1   Third Amended and Restated Certificate of Incorporation of Clearwire Corporation.*
  3 .2   Amended and Restated Bylaws.*
  4 .1   Form of stock certificate for Class A common stock.†
  4 .2   Amended and Restated Stockholders Agreement dated March 16, 2004 among Clearwire Corporation and the parties thereto.*
  4 .3   Registration Rights Agreement dated November 13, 2003 among Flux U.S. Corporation, Clearwire Holdings, Inc. and Hispanic Information and Telecommunications Network, Inc.*
  4 .4   Registration Rights Agreement dated March 16, 2004 among Clearwire Corporation and the parties thereto.*
  4 .5   Registration Rights Agreement dated August 5, 2005 among Clearwire Corporation and certain buyers of the Senior Secured Notes.*
  4 .6   Investor Rights Agreement dated August 29, 2006 among Clearwire Corporation, Intel Pacific, Inc. and Motorola, Inc.‡
  4 .7   Securities Purchase Agreement dated August 5, 2005 among Clearwire Corporation and the buyers of the Senior Secured Notes, as amended February 16, 2006.*
  4 .8   Indenture dated August 5, 2005 among Clearwire Corporation, Clearwire LLC, Fixed Wireless Holdings, LLC, NextNet Wireless, Inc. and The Bank of New York, as Trustee, as supplemented February 16, 2006.*
  4 .9   Form of Senior Secured Note, due 2010.*
  4 .10   Form of Warrant.*
  5 .1   Opinion of Davis Wright Tremaine LLP.†
  9 .1   Voting Agreement dated August 29, 2006 between Clearwire Corporation, Intel Pacific, Inc., Intel Capital Corporation and Eagle River Holdings, LLC.
  10 .1   Advisory Services Agreement dated November 13, 2003 between Flux U.S. Corporation and COM Holdings, LLC.*
  10 .2   Indemnification Agreement dated November 13, 2003 among Flux Fixed Wireless, LLC and Flux U.S. Corporation.*
  10 .3   Form of Indemnification Agreement.*
  10 .4   Letter Agreement dated April 1, 2004 between Clearwire Corporation and Ben Wolff.*
  10 .5   Letter Agreement dated April 26, 2004 between Clearwire Corporation and Nicolas Kauser.*
  10 .6   Letter Agreement dated April 27, 2004 between Clearwire Corporation and R. Gerard Salemme.*
  10 .7   Employment Agreement dated June 28, 2004 between Clearwire Corporation and Perry Satterlee.*
  10 .8   Letter Agreement dated March 2, 2005 between Clearwire Corporation and John Butler.*
  10 .9   Clearwire Corporation 2003 Stock Option Plan, as amended.*
  10 .10   Agreement dated March 5, 2003 among Nextel Communications, Inc., Digital Radio, LLC and Craig O. McCaw.
  10 .11   Amendment to Agreement dated March 5, 2003, dated October 3, 2003, among Nextel Communications, Inc., Digital Radio, L.L.C. and Craig O. McCaw.
  10 .12   Agreement and Undertaking dated November 13, 2003 between Flux U.S. Corporation and Craig O. McCaw.
  10 .13   Master Spectrum Acquisition Agreement dated November 13, 2003 between Flux U.S. Corporation and Hispanic Information and Telecommunications Network, Inc.*


 

         
  10 .14   First Addendum and Amendment to the Master Spectrum Acquisition Agreement dated March 29, 2004 between Clearwire Corporation and Hispanic Information and Telecommunications Network, Inc.*
  10 .15   ITFS Capacity Use and Royalty Agreement dated November 13, 2003 between Hispanic Information and Telecommunications Network, Inc. and Fixed Wireless Holdings, LLC.*
  10 .16   Spectrum Access and Loan Facility Agreement dated May 24, 2005 among Clearwire Corporation, Hispanic Information and Telecommunications Network, Inc. and HITN Spectrum, LLC.*
  10 .17   Warrant Agreement dated November 13, 2003 by and between Flux U.S. Corporation and ITFS Spectrum Advisors LLC.*
  10 .18   Letter Agreement dated March 29, 2004 from Clearwire Corporation to ITFS Spectrum Advisors LLC.*
  10 .19   Spectrum Acquisition Consulting Agreement dated February 1, 2005 by and between Clearwire Corporation and ITFS Spectrum Consultants LLC.*
  10 .20   Letter Agreement dated February 1, 2005 from Clearwire Corporation to ITFS Spectrum Consultants LLC.*‡
  10 .21   Amendment and Consent dated February 1, 2005 between Clearwire Corporation to ITFS Spectrum Advisors LLC and ITFS Spectrum Consultants LLC.*
  10 .22   Second Amendment and Consent dated April 26, 2006, by and among Clearwire Corporation and ITFS Spectrum Consultants LLC.*
  10 .23   Spectrum Option Agreement dated March 29, 2004 between Clearwire Corporation and Hispanic Information and Telecommunications Network, Inc.*‡
  10 .24   EBS Capacity Use and Royalty Agreement dated September 15, 2005 between Hispanic Information and Telecommunications Network, Inc. and Clearwire Spectrum Holdings LLC.*‡
  10 .25   Form of Subscription Agreement dated August 18, 2006.
  10 .26   Market Operation, Spectrum Lease and Sublicense Agreement dated October 22, 2004 by and among the Sprint subsidiaries listed on Schedule R-1 and Fixed Wireless Holdings, LLC.‡
  10 .27   Stock Purchase Agreement dated September 30, 2004 among Craig Wireless Honolulu Inc., Craig Wireless Nevada Inc., Craig Wireless Systems Inc. and Fixed Wireless Holdings, LLC, as amended on November 30, 2004.*
  10 .28   Stock Purchase Agreement dated October 22, 2004 between Clearwire Corporation and Kenneth A. Jonsson, as amended on January 11, 2005.*
  10 .29   Subscription Agreement dated March 8, 2005 between Clearwire Corporation and Bell Canada.
  10 .30   Master Supply Agreement dated March 16, 2005 among Clearwire Corporation, Clearwire LLC, Bell Canada and BCE Nexxia Corporation.‡
  10 .31   Side Agreement dated March 16, 2005 between Clearwire Corporation, Eagle River Holdings, LLC and Bell Canada.‡
  10 .32   Credit Agreement dated July 19, 2005 between Clearwire Corporation and Bell Canada, as amended February 2006.*
  10 .33   Security Agreement dated July 19, 2005 between Clearwire Corporation and Bell Canada.*
  10 .34   Movable Hypothec Agreement dated July 19, 2005 between Clearwire Corporation and Bell Canada.*
  10 .35   Purchase Agreement dated June 6, 2005 among Wireless One of North Carolina, LLC, WaveTel NC License Corporation, WaveTel, L.L.C., WaveTel TN LLC and Fixed Wireless Holdings, LLC.*‡
  10 .36   Equipment Lease Agreement dated June 30, 2005 between Clearwire Corporation and 6311458 Canada Ltd.*
  10 .37   Purchase Agreement dated September 9, 2005 between Baypoint St. Louis, LLC, Clearwire Corporation and Clearwire Spectrum Holdings LLC.*‡
  10 .38   Purchase Agreement dated September 9, 2005 among St. Lou E, LLC, Clearwire Corporation and Clearwire Spectrum Holdings LLC.*‡


 

         
  10 .39   Vendor Agreement dated September 27, 2005 between Best Buy Purchasing LLC and Clearwire LLC.‡
  10 .40   Subscription Service Addendum to Vendor Agreement dated September 27, 2005 between Best Buy Stores, L.P. and Clearwire LLC.‡
  10 .41   Co-Marketing Agreement dated September 14, 2006 between Circuit City Stores, Inc. and Clearwire US LLC.‡
  10 .42   Purchase and Sale Agreement dated October 24, 2005 between Nextel Spectrum Acquisition Corp. and Clearwire Spectrum Holdings LLC, as amended on December 12, 2005.‡
  10 .43   Stock Purchase Agreement dated November 7, 2005 between the shareholders of WinBeam, Incorporated and Clearwire Spectrum Holdings LLC.*
  10 .44   Purchase Agreement dated November 8, 2005 between Comspec Corporation and Clearwire Spectrum Holdings LLC.*‡
  10 .45   Bundled Wireless Broadband Services Agreement dated November 23, 2005 between Clearwire LLC and America Online, Inc.‡
  10 .46   Subscription Agreement dated June 30, 2006 between Motorola, Inc. and the Clearwire Corporation.
  10 .47   Side Agreement dated June 30, 2006 between Motorola, Inc. and the Clearwire Corporation.
  10 .48   Amended and Restated Limited Liability Company Agreement dated July 12, 2006, between Clearwire US LLC and Shichinin LLC.
  10 .49   Loan Agreement dated August 21, 2006 among Clearwire Corporation, the several lenders from time to time parties thereto, JPMorgan Chase Bank, Merrill, Lynch, Pierce, Fenner & Smith Inc. and Morgan Stanley Senior Funding, Inc.*
  10 .50   Guarantee and Collateral Agreement dated August 21, 2006 made by Clearwire Corporation and certain of its subsidiaries in favor of Morgan Stanley Senior Funding, Inc.*
  10 .51   Common Stock Purchase Agreement dated June 28, 2006 between Clearwire Corporation and Intel Pacific, Inc.‡
  10 .52   Mobile Wimax Network Collaboration Agreement dated June 28, 2006 between Clearwire Corporation and Intel Corporation.‡
  10 .53   Stock Purchase Agreement dated June 30, 2006 between Motorola, Inc., Clearwire Corporation and NextNet Wireless, Inc.
  10 .54   Reserved.
  10 .55   Wireless Broadband System Services Agreement dated August 29, 2006 between Motorola and Clearwire US LLC.‡
  10 .56   Wireless Broadband System Infrastructure Agreement dated August 29, 2006 between Motorola and Clearwire US LLC.‡
  10 .57   Wireless Broadband CPE Supply Agreement dated August 29, 2006 between Motorola and Clearwire US LLC.‡
  10 .58   Side Letter Agreement dated June 28, 2006 between Intel Pacific, Inc., Eagle River Holdings, LLC and Clearwire Corporation.
  10 .59   Master Royalty and Use Agreement dated July 31, 2006 between Clearwire Spectrum Holdings II LLC, Chicago Instructional Technology Foundation, Inc., Denver Area Educational Telecommunications Consortium, Inc., Instructional Telecommunications Foundation, Inc., North American Catholic Educational Programming Foundation, Inc., Portland Regional Educational Telecommunications Corporation, Twin Cities Schools Telecommunications Group, Inc., and other licensees who may become parties to the agreement.‡
  10 .60   Master Royalty and Use Agreement dated October 4, 2006 between Clearwire Spectrum Holdings II LLC and Hispanic Information and Telecommunications Network, Inc.‡
  10 .61   Membership Interest Purchase Agreement dated August 9, 2006 among Clearwire Spectrum Holdings II LLC and the parties thereto.‡


 

         
  10 .62   Purchase Agreement dated August 8, 2006 between SpeedNet LLC, Clearwire Spectrum Holdings II LLC and Clearwire Corporation.‡
  10 .63   Educational Broadband Service Long Term De Facto Transfer Lease Agreement dated December 22, 2006.‡
  10 .64   Office Lease Agreement dated October 12, 2006, between Carillon Properties (Landlord) and Clearwire Corporation (Tenant).*
  10 .65   Securities Purchase Agreement dated December 7, 2005 among BASA Holding Iberia S.L.U., Clearwire Corporation and Clearwire Europe S.A.R.L.*
  10 .66   Investment Agreement, dated December 7, 2005, by and between Banda Ancha S.A., BASA Holding Iberia S.L.U. and Clearwire Europe S.A.R.L.*
  10 .67   Indemnification Agreement dated December 7, 2005 among BASA Holding Iberia S.L.U., Clearwire Corporation and Clearwire Europe S.A.R.L.*
  10 .68   MAC Telecom Stock Purchase Agreement dated August 2, 2006 between Clearwire Europe S.A.R.L., and the individuals and entities listed on the Exhibit thereto.*
  10 .69   MTH Stock Purchase Agreement dated August 2, 2006 between Clearwire Europe S.A.R.L., Axel Beghin, Charles du Bunsen, Nicholas du Chastel and Matthew Ridgwell.*
  21 .1   List of subsidiaries.
  23 .1   Consent of Deloitte & Touche LLP.*
  23 .2   Consent of Davis Wright Tremaine LLP (included in Exhibit 5.1).†
  24 .1   Powers of Attorney (included on signature page).
 
* Previously Filed.
 
** Flux U.S. Corporation changed its name to Clearwire Corporation effective February 24, 2004, and as a result all references to Flux U.S. Corporation in this index are now to Clearwire Corporation.
 
To be filed by amendment.
 
Confidential treatment requested.

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; 1

(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). SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 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; SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 18

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 19

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) SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 20

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 21

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 22

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, SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 23

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 * * * SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 24

* * * 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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 25

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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 26

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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 27

(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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 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. * * * SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 29

* * * SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 30

* * * (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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 31

(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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 32

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 33

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 34

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 35

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 36

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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 37

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** 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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 39

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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 40

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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 41

(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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 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, SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 43

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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 44

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, SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 47

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** 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. [***] SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 49

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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 50

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** Confidential Treatment Requested] 51

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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 52

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 53

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: * * * SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** Confidential Treatment Requested] 54

(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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 55

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 56

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 57

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) * * * SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 58

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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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 61

(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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 62

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 63

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** Confidential Treatment Requested] 64

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 65

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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 66

(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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 67

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 68

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 69

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 70

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 71

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 72

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 SPRINT PROPRIETARY INFORMATION EXECUTION VERSION [*** Confidential Treatment Requested] 73

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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 74

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. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 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 SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement 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. SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement 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." SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement 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] SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement 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 SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement 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 SPRINT PROPRIETARY INFORMATION EXHIBIT C - Transmission Facilities Operation and Maintenance Agreement 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; SPRINT PROPRIETARY INFORMATION 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 SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement 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 SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement 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 SPRINT PROPRIETARY INFORMATION EXHIBIT E- Transition Services Agreement 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 SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement 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 SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement 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 SPRINT PROPRIETARY INFORMATION EXHIBIT E - Transition Services Agreement 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