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Table of Contents
Index to Consolidated Financial Statements
CLEARWIRE CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Account will vest and be paid upon the earlier of (i) the original vesting schedule of the unvested RSUs or (ii) the one year anniversary of the merger, provided
however that the holder of a Restricted Cash Account will also be paid the remaining balance upon an involuntary termination of the holder's employment. In
addition, each RSU granted after December 17, 2012, which we refer to as an Unvested 2013 RSU, was converted into a right to receive a cash payment equal to
the product of the Merger Consideration, without interest, and the number of shares of Class A Common Stock subject to such Unvested 2013 RSU, each of
which we refer to as a 2013 Restricted Cash Account. Each 2013 Restricted Cash Account is unvested and will vest and be paid out in accordance with the
original vesting conditions of the award, provided however that the holder of a 2013 Restricted Cash Account will also be paid a pro
- rata portion of the 2013
Restricted Cash Account upon an involuntary termination of the holder's employment.
Other Related Party Transactions
On July 19, 2013, Clearwire Corporation entered into a services agreement with Sprint/United Management Company, a wholly
- owned subsidiary of Sprint
Corporation, which we refer to as the Management Company, whereas the Management Company will provide certain services to Clearwire Corporation, the
parent company to Clearwire Communications, and its subsidiaries for a stated management fee based on a schedule as set forth in the agreement. No fees are
due in 2013.
On July 19, 2013, Clearwire Communications, including direct and indirect subsidiaries as defined in the agreement, which we refer to as the Licensees,
entered into a spectrum usage agreement with Sprint Spectrum, L.P., a wholly
- owned subsidiary of Sprint Corporation, and their affiliated entities as defined in
the agreement, which we refer to as the Users. The Licensees will allow the Users to use the spectrum holdings of Licensees as equipment is deployed by Users
using such spectrum subject to the terms defined in the agreement. Users shall pay Licensees an annual spectrum use fee as set forth in the agreement,
beginning in 2014.
On January 2, 2014, we offset against payments due under the November 2011 4G MVNO Amendment, treated as deferred revenue,
$83.6 milli on of
principal and related accrued interest to repay the amount owed by us under the Sprint Promissory Note.
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Exhibit 10.8
INCREMENTAL AGREEMENT NO. 2
INCREMENTAL AGREEMENT NO. 2, dated as of February 10, 2014 (this “ Incremental Agreement No. 2” ), to the CREDIT
AGREEMENT, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit
Agreement” ), among Sprint Communications, Inc. (f/k/a Sprint Nextel Corporation) (the “ Borrower” ), the Subsidiary Guarantors party thereto,
the Lenders thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “ Administrative Agent ” ), is made and entered into by and
among the Borrower, the Subsidiary Guarantors, the Administrative Agent and Mizuho Bank, Ltd. ( “ MHBK”).
W I T N E S S E T H :
WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent are parties to the Credit
Agreement;
WHEREAS, pursuant to Section 2.08(d) of the Credit Agreement, the Borrower has requested an Incremental Revolving Facility
that increases the amount of the Revolving Credit Commitments by an aggregate of $300,000,000, and MHBK as an Assuming Lender (in such
capacity, an “ Incremental Lender”) and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein (and
with the consent of each Issuing Bank), that (a) the Incremental Lender will provide such Incremental Revolving Facility and (b) as permitted by
Section 2.08 thereof, the Credit Agreement will be amended as set forth herein, subject to the terms and conditions set forth herein, without need
for additional consent or approval of the Lenders;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrower, the Subsidiary
Guarantors, the Administrative Agent and the Incremental Lender hereby agree as follows:
1. Defined Terms . Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement.
2. Amendments to Section 1.1 (Defined Terms) .
Section 2: EX-10.8 (INCREMENTAL AGREEMENT NO. 2)