Sprint - Nextel 2012 Annual Report Download - page 214

Table of Contents
CLEARWIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
CLEARWIRE CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
F - 92
( Back To Top )
Exhibit 10.3
FIRST AMENDMENT TO
NOTE PURCHASE AGREEMENT
This First Amendment (the “Amendment”
) to the Note Purchase Agreement (defined below) is made as of January 31, 2013 by and among:
Clearwire Corporation, a Delaware corporation (the “Parent”); Clearwire Communications LLC, a Delaware limited liability company (the “Company”);
Clearwire Finance, Inc., a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”); and Sprint Nextel Corporation, a
Kansas corporation (the “Purchaser”
, and together with the Parent and the Issuers, collectively the “Parties” ).
RECITALS
WHEREAS, the Parties entered into that certain Note Purchase Agreement, dated as of December 17, 2012 (the “Note Purchase Agreement”);
WHEREAS, the Purchaser's obligation to purchase and pay for Notes on Draw Dates occurring on or after August 1, 2013 is subject to, among
other things, the execution of a Build
- Out Agreement by the Purchaser, on the one hand, and the Parent or the Company, on the other hand, within 45
calendar days of the date of the Note Purchase Agreement (the “ Build - Out Agreement Deadline”); and
WHEREAS, the Parties wish to extend the Build - Out Agreement Deadline as provided below.
NOW, THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
Year Ended December 31,
2012
2011
2010
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations
$
(562,944
)
$
(717,333
)
$
(487,374
)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred income taxes
(199,199
)
105,308
—
Loss from equity investees
758,705
612,214
496,875
Changes in assets and liabilities, net:
Prepaids and other assets
2,133
2
1,256
Other liabilities
1,299
244
(10,469
)
Net cash provided by (used in) operating activities
(6
)
435
288
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in equity investees
(58,460
)
(387,742
)
(304,015
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock
58,468
387,296
303,738
Net (decrease) increase in cash and cash equivalents
2
(11
)
11
Cash and cash equivalents:
Beginning of period
—
11
—
End of period
$
2
$
—
$
11
Section 2: EX-10.3 (FIRST AMENDMENT TO THE NOTE PURCHASE
AGREEMENT)