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Notes
Senior Secured Notes and Rollover Notes — During the fourth quarter of 2009, Clearwire Communications completed
offerings of $2.52 billion 12% senior secured notes due 2015, which we refer to as the Senior Secured Notes. We used
$1.16 billion of the proceeds to retire indebtedness under the senior term loan facility that we assumed from Old Clearwire and
recognized a gain on extinguishment of debt of $8.3 million, net of transaction costs. The Senior Secured Notes provide for bi-
annual payments of interest in June and December. In connection with the issuance of the Senior Secured Notes, we also issued
$252.5 million of notes to Sprint and Comcast with identical terms as the Senior Secured Notes, which we refer to as the
Rollover Notes, in replacement of equal amounts of indebtedness under the senior term loan facility.
During December 2010, Clearwire Communications issued an additional $175.0 million of Senior Secured Notes with
identical terms.
The holders of the Senior Secured Notes and Rollover Notes have the right to require us to repurchase all of the notes
upon the occurrence of a change of control event or a sale of certain assets, at a price of 101% of the principal amount or 100%
of the principal amount, respectively, plus any unpaid accrued interest to the repurchase date. Prior to December 1, 2012, we
may redeem up to 35% of the aggregate principal amount of the Senior Secured Notes at a redemption price of 112% of the
aggregate principal amount, plus any unpaid accrued interest to the repurchase date. After December 1, 2012, we may redeem
all or a part of the Senior Secured Notes by paying a make-whole premium as stated in the terms, plus any unpaid accrued
interest to the repurchase date.
Our payment obligations under the Senior Secured Notes and Rollover Notes are guaranteed by certain domestic
subsidiaries on a senior basis and secured by certain assets of such subsidiaries on a first-priority lien basis. The Senior Secured
Notes and Rollover Notes contain limitations on our activities, which among other things include incurring additional
indebtedness and guarantee indebtedness; making distributions or payment of dividends or certain other restricted payments or
investments; making certain payments on indebtedness; entering into agreements that restrict distributions from restricted
subsidiaries; selling or otherwise disposing of assets; merger, consolidation or sales of substantially all of our assets; entering
transactions with affiliates; creating liens; issuing certain preferred stock or similar equity securities and making investments
and acquiring assets.
Second-Priority Secured Notes — During December 2010, Clearwire Communications completed an offering of
$500 million 12% second-priority secured notes due 2017, which we refer to as the Second-Priority Secured Notes. The
Second-Priority Secured Notes provide for bi-annual payments of interest in June and December.
The holders of the Second-Priority Secured Notes have the right to require us to repurchase all of the notes upon the
occurrence of a change of control event or a sale of certain assets at a price of 101% of the principal amount or 100% of the
principal amount, respectively, plus any unpaid accrued interest to the repurchase date. Prior to December 1, 2013, we may
redeem up to 35% of the aggregate principal amount of the Second-Priority Secured Notes at a redemption price of 112% of the
aggregate principal amount, plus any unpaid accrued interest to the repurchase date. After December 1, 2014, we may redeem
all or a part of the Second-Priority Secured Notes by paying a make-whole premium as stated in the terms, plus any unpaid
accrued interest to the repurchase date.
Our payment obligations under the Second-Priority Secured Notes are guaranteed by certain domestic subsidiaries on a
senior basis and secured by certain assets of such subsidiaries on a second-priority lien basis. The Second-Priority Secured
Notes contain the same limitations on our activities as those of the Senior Secured Notes and Rollover Notes.
Exchangeable Notes — During December 2010, Clearwire Communications completed offerings of $729.2 million
8.25% exchangeable notes due 2040, which we refer to as the Exchangeable Notes. The Exchangeable Notes provide for bi-
annual payments of interest in June and December. The Exchangeable Notes are subordinated to the Senior Secured Notes and
Rollover Notes and rank equally in right of payment with the Second-Priority Secured Notes.
Table of Contents CLEARWIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(CONTINUED)
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